As
filed with the Securities and Exchange Commission on January 20,
2010
Registration
No.
333-
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CBS
Corporation
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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04-2949533
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State
or Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S.
Employer
Identification
No.)
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51
West 52nd Street,
New
York, New York 10019
(212)
975-4321
(Address
of Principal Executive Offices, including zip code)
CBS
Corporation 2009 Long-Term Incentive Plan
CBS
Corporation 2000 Stock Option Plan for Outside Directors
CBS
Corporation 2005 RSU Plan for Outside Directors
(Full
Title of Plans)
Louis
J. Briskman, Esq.
Executive
Vice President and General Counsel
CBS
Corporation
51
West 52nd Street
New
York, NY 10019
Telephone:
(212) 975-4321
(Name,
Address, and Telephone Number, Including Area Code, of Agent For
Service)
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non–accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b–2 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”).
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Large
accelerated filer
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x
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Accelerated
filer
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¨
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Non–accelerated
filer
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¨
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Smaller
reporting company
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¨
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(Do
not check if a smaller reporting company)
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CALCULATION
OF REGISTRATION FEE
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Title
of Each Class of Securities to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering
Price
Per
Share
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Proposed Maximum
Aggregate Offering
Price
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Amount
of Registration Fee (4)
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Class
B Common stock, $0.001 par value per share
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68,328,611 | $ | 13.37 | (2) | $ | 913,553,529.07 | $ | 65,136.37 | ||||||||
| 13,212 | $ | 5.72 | (3) | $ | 75,572.64 | $ | 5.39 | |||||||||
| 867,052 | $ | 5.20 | (3) | $ | 4,508,670.40 | $ | 321.47 | |||||||||
| 1,466,125 | $ | 6.56 | (3) | $ | 9,617,780.00 | $ | 685.75 | |||||||||
| 2,400,000 | $ | 13.09 | (3) | $ | 31,416,000.00 | $ | 2,239.96 | |||||||||
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Totals:
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73,075,000 | $ | 959,171,552.11 | $ | 68,388.94 | |||||||||||
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(1)
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Represents
an aggregate of 71,575,000 shares of Class B Common Stock, par value
$0.001 per shares (the “Class B Common Stock”), of CBS Corporation (the
“Registrant”) available for issuance under the CBS Corporation 2009
Long-Term Incentive Plan (the “2009 LTIP”) and 1,500,000 additional shares
of Class B Common Stock available for issuance under the CBS Corporation
2000 Stock Option Plan for Outside Directors, as amended (the “Director
Option Plan”) and the CBS Corporation 2005 RSU Plan for Outside Directors,
as amended (together with the Director Option Plan, the “Director
Plans”). In addition, pursuant to Rule 416(a) under the
Securities Act of 1933, as amended (the “Securities Act”), this
Registration Statement shall cover such additional securities as may be
offered or issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
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(2)
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Pursuant
to Rules 457(h) and 457(c) of the Securities Act, the proposed maximum
offering price per share is based on the average of the high and low
prices of the Class B Common Stock on the New York Stock Exchange
consolidated reporting system on January 19, 2010 and is estimated solely
for purposes of calculating the registration
fee.
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(3)
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Pursuant
to Rule 457(h) of the Securities Act, the proposed maximum offering price
per share is based on the average weighted exercise price of (i) 13,212
shares of Class B Common Stock subject to outstanding but unexercised
stock options granted under the Director Option Plan on January 31, 2009,
(ii) 867,052 shares of Class B Common Stock subject to outstanding but
unexercised stock options granted under the 2009 LTIP on April 2, 2009,
(iii) 1,466,125 shares of Class B Common Stock subject to outstanding but
unexercised stock options and stock appreciation rights granted under the
2009 LTIP on July 15, 2009, and (iv) 2,400,000 shares of Class B Common
Stock subject to outstanding but unexercised stock options granted under
the 2009 LTIP on October 16, 2009.
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(4)
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Pursuant
to Rule 457(p) under the Securities Act of 1933, the filing fee is being
offset by $275,573.63 of filing fees that were previously paid with
respect to 68,300,000 shares of the Class B Common Stock registered on the
Registrant’s Registration Statement on Form S-8 (No. 333-124172) filed by
the Registrant on April 19, 2005, as subsequently amended on July 10,
2006, which the Registrant has de-registered by post-effective amendment
dated January 20, 2010.
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INTRODUCTORY
STATEMENT
This
Registration Statement on Form S-8 relates to 71,575,000 shares of Class B
Common Stock of the Registrant issuable under the 2009 LTIP and an additional
1,500,000 shares of Class B Common Stock of the Registrant issuable under the
Director Plans.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan
Information.*
Item 2. Registrant
Information and Employee Plan Annual Information.*
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation
of Documents by Reference.
The
following documents filed with the Securities and Exchange Commission (the
“Commission”) by the Registrant are incorporated herein by
reference:
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(a)
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The
Registrant’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2008, filed on February 25,
2009;
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(b)
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The
Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarters ended
March 31, 2009, June 30, 2009 and September 30, 2009 that we filed with
the SEC on May 7, 2009, August 6, 2009 and November 5, 2009,
respectively;
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(c)
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The
Registrant’s Current Reports on Form 8-K that we filed with the SEC
on February 18, 2009 (only SEC accession number 0001104659-09-010523), May
5, 2009, May 13, 2009, June 2, 2009, June 10, 2009, June 23, 2009, July
29, 2009, September 18, 2009, October 2, 2009 and October 14, 2009 (only
SEC accession number 0000950123-09-050195), and October 16, 2009;
and
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(d)
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The
description of CBS capital stock contained in the Registrant’s
registration statement on Form 8-A/A, filed with the SEC on
November 23, 2005, including all amendments or reports updating this
description.
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In
addition, all documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date of this
Registration statement, but prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be part thereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
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*
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Information
required by Part I to be contained in the Section 10(a) prospectus is
omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act. Such information need not be filed with the Commission
either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. This information and the
documents incorporated by reference in the Registration Statement pursuant
to Item 3 of Part II of this form, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act. See
Rule 428(a)(1).
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Item 4. Description of Securities.
Not
applicable.
Item 5. Interests
of Named Experts and Counsel.
Certain
legal matters with respect to the validity of the shares of Class B Common Stock
registered hereby have been passed upon for the Registrant by Louis J. Briskman,
Esq., Executive Vice President and General Counsel of the Registrant. Mr.
Briskman owns or has rights to acquire an aggregate of less than 0.2% of the
Company’s Class B Common Stock.
Item 6. Indemnification
of Directors and Officers.
The
Registrant is incorporated in the State of Delaware. Section 102(b)(7) of
the Delaware General Corporation Law (the “DGCL”) allows a corporation to
include in its certificate of incorporation a provision eliminating or limiting
the personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except in cases
where the director breached his duty of loyalty to the corporation or its
stockholders, failed to act in good faith, engaged in intentional misconduct or
a knowing violation of the law, willfully or negligently authorized the unlawful
payment of a dividend or approved an unlawful stock redemption or repurchase or
obtained an improper personal benefit. The Registrant’s Amended and Restated
Certificate of Incorporation (the “CBS Charter”) contains provisions that
eliminate directors’ personal liability, in certain circumstances.
Pursuant
to the CBS Charter and the Registrant’s Amended and Restated Bylaws (the “CBS
Bylaws”), the Registrant shall indemnify any person who was or is involved in or
is threatened to be involved in any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer or employee of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer or employee (including a trustee) of another corporation, limited
liability company, partnership, joint venture, trust or other enterprise (such
person, an “indemnitee”), to the fullest extent authorized by the DGCL, as the
same exists or may hereafter be amended, against judgments, fines, amounts paid
in settlement and expenses (including attorneys’ fees), actually and reasonably
incurred by him in connection with such action, suit or proceeding.
Notwithstanding the foregoing, except with respect to proceedings to enforce
rights to indemnification and advancement of expenses, the Registrant shall
indemnify an indemnitee in connection with a proceeding (or part thereof)
initiated by the indemnitee, if and only if the Board of Directors of the
Registrant authorized the bringing of the action, suit or proceeding (or part
thereof) in advance of the commencement of the proceeding.
Pursuant
to the CBS Charter and the CBS Bylaws, to the extent that an indemnitee has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including attorneys’
fees) actually and reasonably incurred by him in connection
therewith.
The
indemnification and advancement of expenses provided by, or granted pursuant to,
the indemnification provisions of the CBS Charter and the CBS Bylaws shall not
be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any statute,
bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his or her official capacity and as to action in another
capacity while holding such office. Without limiting the foregoing, the
Registrant is authorized to enter into an agreement with any director, officer
or employee of the Registrant providing indemnification for such person against
expenses, including attorneys’ fees, judgments, fines and amounts paid in
settlement that result from any threatened, pending or completed action, suit,
or proceeding, whether civil, criminal, administrative or investigative,
including any action, suit or proceeding by or in the right of the Registrant,
that arises by reason of the fact that such person is or was a director, officer
or employee of the Registrant, or is or was serving at the request of the
Registrant as a director, officer or employee of another corporation, limited
liability company, partnership, joint venture, trust or other enterprise, to the
fullest extent allowed by law, except that no such agreement shall provide for
indemnification for any actions that constitute fraud, actual dishonesty or
willful misconduct. On September 15, 2009, the Registrant’s Board of
Directors authorized it to enter into an indemnification agreement with each of
the directors of the Registrant, which the Registrant and each of its directors
have since entered into, the form of which is filed in the Registrant’s Current
Report on Form 8-K dated September 18, 2009 and incorporated by reference
hereto.
The
Registrant may purchase and maintain insurance on behalf of any person who is or
was a director, officer or employee of the Registrant, or is or was serving at
the request of the Registrant as a director, officer or employee of another
corporation, limited liability company, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Registrant would have the power to indemnify him against such liability under
the provisions of the CBS Charter. The Registrant has purchased certain
liability insurance for its officers and directors as permitted by
Section 145(g) of the DGCL.
Item 7. Exemption
from Registration Claimed.
Not
applicable.
Item 8. Exhibits.
See
Exhibit Index.
Item 9. Undertakings.
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(a)
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The
undersigned Registrant hereby
undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration
Statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective
date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement; and
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(iii)
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To
include any material information with respect to the plan of distribution
not previously disclosed in this Registration Statement or any material
change to such information in this Registration
Statement;
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provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement;
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(2)
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That,
for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona
fide offering thereof;
and
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(3)
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To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
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(b)
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The
undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
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(c)
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Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such
issue.
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SIGNATURES
Pursuant
to the requirements of the Securities Act, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of New York,
State of New York, on this 20th day
of January, 2010.
CBS
CORPORATION
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By:
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/s/Louis J. Briskman | |||
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Name:
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Louis
J. Briskman
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Title:
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Executive
Vice President and General Counsel
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Pursuant
to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the date
indicated.
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Signature
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Title
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Date
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*
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President
and Chief Executive
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January
20, 2010
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Leslie
Moonves
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Officer
and Director
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(Principal
Executive Officer)
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| /s/Joseph R. Ianniello |
Executive
Vice President and
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January
20, 2010
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Joseph
R. Ianniello
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Chief
Financial Officer
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(Principal
Financial Officer and
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Principal
Accounting Officer)
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*
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Executive
Chairman of the Board
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January
20, 2010
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Sumner
M. Redstone
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and
Founder
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*
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Director
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January
20, 2010
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David
R. Andelman
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*
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Director
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January
20, 2010
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Joseph
A. Califano, Jr.
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*
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Director
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January
20, 2010
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William
S. Cohen
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*
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Director
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January
20, 2010
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Gary
L. Countryman
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*
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Director
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January
20, 2010
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Charles
K. Gifford
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*
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Director
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January
20, 2010
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Leonard
Goldberg
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*
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Director
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January
20, 2010
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Bruce
S. Gordon
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*
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Director
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January
20, 2010
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Linda
M. Griego
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*
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Director
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January
20, 2010
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Arnold
Kopelson
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*
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Director
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January
20, 2010
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Doug
Morris
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*
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Director
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January
20, 2010
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Shari
Redstone
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*
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Director
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January
20, 2010
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Frederic
V. Salerno
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*By:
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/s/Louis J. Briskman | |||
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Louis
J. Briskman
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Attorney-in-fact
for the Directors
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EXHIBIT
INDEX
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Exhibit
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Description
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4(a)
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Amended
and Restated Certificate of Incorporation of the Registrant (incorporated
by reference to Exhibit 3(a) to the Annual Report on Form 10-K of the
Registrant for the fiscal year ended December 31, 2005) (File No.
001-09553).
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4(b)
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Amended
and Restated By-laws of the Registrant (incorporated by reference to
Exhibit 3(b) to the Quarterly Report on Form 10-Q of the Registrant for
the quarter ended September 30, 2007) (File No.
001-09553).
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4(c)
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CBS
Corporation 2009 Long-Term Incentive Plan (incorporated by reference to
Annex A to the Definitive Proxy Statement on Schedule 14A of the
Registrant dated April 24, 2009) (File No. 001-09553)
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4(d)
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CBS
Corporation 2000 Stock Option Plan for Outside Directors, as amended
(incorporated by reference to Annex B to the Definitive Proxy Statement on
Schedule 14A of the Registrant dated April 24, 2009) (File No.
001-09553)
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4(e)
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CBS
Corporation 2005 RSU Plan for Outside Directors, as amended (incorporated
by reference to Annex C to the Definitive Proxy Statement on Schedule 14A
of the Registrant dated April 24, 2009) (File No.
001-09553)
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5
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Opinion
of Louis J. Briskman, Esq. as to the legality of the securities being
registered.*
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23(a)
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Consent
of PricewaterhouseCoopers LLP.*
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23(b)
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Consent
of Louis J. Briskman, Esq. (included in Exhibit 5).
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24
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Powers
of Attorney.*
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*
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Filed
herewith.
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January
20, 2010
CBS
Corporation
51 West
52nd Street
New York,
NY 10019
Dear
Sirs:
I am the
Executive Vice President and General Counsel of CBS Corporation, a Delaware
corporation (“CBS” or the “Company”). I am delivering this opinion in connection
with the Registration Statement on Form S-8 (the “Registration Statement”) of
CBS filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, with respect to the registration of 73,075,000 shares of
CBS’ Class B Common Stock, par value $0.001 per share (the “Shares”), to be
issued and sold under the following plans (the “Plans”): (i) CBS
Corporation 2009 Long-Term Incentive Plan; (ii) CBS Corporation 2000 Stock
Option Plan for Outside Directors, as amended; and (iii) CBS Corporation 2005
RSU Plan for Outside Directors, as amended.
In
connection with the foregoing, I or members of my legal staff (my “Staff”) have
examined the Registration Statement, the Plans, and the originals or copies
certified to my or my Staff’s satisfaction, of such records, documents,
certificates and other instruments as I or my Staff have deemed necessary or
appropriate to enable me to render the opinion expressed below. As to questions
of fact material to the opinion expressed below, I or my Staff have, when
relevant facts were not independently established by me or them, relied upon
certificates of officers of CBS or other evidence satisfactory to me or my
Staff. In all such examinations, I or my Staff have assumed the genuineness of
all signatures on original and certified documents, the legal capacity of all
natural persons, the authenticity of all documents submitted to me or my Staff
as original documents and the conformity to original or certified documents
submitted to me or my Staff as copies.
I am a
member of the bar of the State of New York, the Commonwealth of Pennsylvania and
the State of Connecticut, and the opinion expressed herein is limited to matters
controlled by the federal securities laws of the United States and the General
Corporation Law of the State of Delaware, and I do not express any opinion
herein concerning any other law.
Based
upon the foregoing, it is my opinion that the Shares have been duly authorized
by CBS and, when issued and delivered by CBS in accordance with the terms of the
Plans, the Shares will be validly and legally issued, fully paid and
non-assessable under the laws of the State of Delaware.
I hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement.
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Very
truly yours,
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/s/Louis
J. Briskman, Esq.
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Louis
J. Briskman, Esq.
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CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby
consent to the incorporation by reference in this Registration Statement on Form
S-8 of our report dated February 25, 2009 relating to the financial statements,
financial statement schedule and the effectiveness of internal control over
financial reporting, which appears in CBS Corporation’s Annual Report on Form
10-K for the year ended December 31, 2008.
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/s/PricewaterhouseCoopers
LLP
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PricewaterhouseCoopers
LLP
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New
York, New York
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January
20, 2010
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POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that I, the undersigned director and/or officer of CBS
Corporation, a Delaware corporation (the “Corporation”), which
is to file with the Securities and Exchange Commission (the “SEC”) under the
provisions of the Securities Act of 1933 one or more Registration Statements on
Form S-8, and/or other appropriate Form, for shares of the Corporation’s Class B
Common Stock, par value $0.001 per share, and/or other interests to be issued,
hereby constitute and appoint Louis J. Briskman and Angeline C. Straka, and each
of them, my true and lawful attorneys-in-fact and agents, with full power to
act, together or each without the other, for me and in my name, place and stead,
in any and all capacities, to sign, or cause to be signed electronically any and
all of said Registration Statements (which Registration Statements may
constitute post-effective amendments to registration statements previously filed
with the SEC) and any and all amendments to the aforementioned Registration
Statements and to file said Registration Statements and amendments thereto so
signed with all exhibits thereto, and with any and all other documents in
connection therewith, with the SEC, 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 I 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.
This
Power of Attorney may be executed in counterparts and all such duly executed
counterparts shall together constitute the same instrument. This
Power of Attorney shall not revoke any powers of attorney previously executed by
the undersigned. This Power of Attorney shall not be revoked by any
subsequent power of attorney that the undersigned may execute, unless such
subsequent power of attorney expressly provides that it revokes this Power of
Attorney by referring to the date and subject hereof.
The
“CAUTION TO THE
PRINCIPAL” and “IMPORTANT INFORMATION FOR THE
AGENT” statements below are required under the New York General
Obligations Law. Notwithstanding anything to the contrary contained
therein, this Power of Attorney is limited to the powers granted as described
above and DOES NOT grant the attorneys-in-fact and agents the authority to spend
the undersigned’s money or sell or dispose of the undersigned’s
property.
CAUTION
TO THE PRINCIPAL: Your Power of Attorney is an important document. As
the “principal,” you give the person whom you choose (your “agent”) powers to
spend your money and sell or dispose of your property during your lifetime
without telling you. You do not lose your authority to act even
though you have given your agent similar powers. When your agent exercises these
powers, he or she must act according to any instructions you have provided, or,
where there are no specific instructions, in your best
interest. “Important Information for the Agent” near the end of this
document describes your agent’s responsibilities. Your agent can act
on your behalf only after signing the Power of Attorney before a notary
public. You can request information from your agent at any
time. You can revoke or terminate your Power of Attorney at any time
for any reason as long as you are of sound mind. If you are no longer
of sound mind, a court can remove an agent for acting
improperly. Your agent cannot make health care decisions for
you. You may execute a “Health Care Proxy” to do this. The
law governing Powers of Attorney is contained in the New York General
Obligations Law, Article 5, Title 15. This law is available at a law
library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us
or www.assembly.state.ny.us. If
there is anything about this document that you do not understand, you should ask
a lawyer of your own choosing to explain it to you.
IMPORTANT
INFORMATION FOR THE AGENT: When you accept the authority granted
under this power of attorney, a special legal relationship is created between
you and the principal. This relationship imposes on you legal
responsibilities that continue until you resign or the power of attorney is
terminated or revoked. You must:
|
|
(1)
|
act
according to any instructions from the principal, or, where there are no
instructions, in the principal’s best
interest;
|
|
|
(2)
|
avoid
conflicts that would impair your ability to act in the principal’s best
interest;
|
|
|
(3)
|
keep
the principal’s property separate and distinct from any assets you own or
control, unless otherwise permitted by
law;
|
|
|
(4)
|
keep
a record of all receipts, payments, and transactions conducted for the
principal; and
|
|
|
(5)
|
disclose
your identity as an agent whenever you act for the principal by writing or
printing the principal’s name and signing your own name as “agent” in the
following manner: (Principal’s Name) by (Your Signature) as
Agent.
|
You
may not use the principal’s assets to benefit yourself or give gifts to yourself
or anyone else unless there is a Statutory Major Gifts Rider attached to this
Power of Attorney that specifically gives you that authority. If you
have that authority, you must act according to any instructions of the
principal, or, where there are no such instructions, in the principal’s best
interest. You may resign by giving written notice to the principal
and to any co-agent, successor agent, monitor if one has been named in this
document, or the principal’s guardian if one has been appointed. If
there is anything about this document or your responsibilities that you do not
understand, you should seek legal advice.
Liability of
agent
The
meaning of the authority given to you is defined in New York’s General
Obligations Law, Article 5, Title 15. If it is found that you have
violated the law or acted outside the authority granted to you in the Power of
Attorney, you may be liable under the law for your violation.
[REMAINDER
OF PAGE LEFT BLANK]
IN
WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of
this 11th day
of January, 2010.
|
Sign:
|
/s/Leslie
Moonves
|
|||||
|
Print
Name:
|
Leslie
Moonves
|
|||||
|
State
of New York
|
)
|
|||||
|
County
of New York
|
)
|
ss.:
|
||||
On the
11th day
of January in the year 2010 before me, the undersigned, personally appeared
Leslie Moonves, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
Signature
and Office of individual taking acknowledgment:
I, Louis
J. Briskman, have read the foregoing Power of Attorney. I am a person
identified therein as agent for the principal named therein. I acknowledge my
legal responsibilities to the principal.
|
Agent
signs here:
|
/s/Louis
J. Briskman
|
||
|
State
of New York
|
)
|
|
|
County
of New York
|
)
|
ss.:
|
On the
15th day
of January in the year 2010 before me, the undersigned, personally appeared
Louis J. Briskman, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
Signature
and Office of individual taking acknowledgment:
I,
Angeline C. Straka, have read the foregoing Power of Attorney. I am a
person identified therein as agent for the principal named therein. I
acknowledge my legal responsibilities to the principal.
|
Agent
signs here:
|
/s/Angeline
C. Straka
|
||
|
State
of New York
|
)
|
||
|
County
of New York
|
)
|
ss.:
|
|
On the
11th day
of January in the year 2010 before me, the undersigned, personally appeared
Angeline C. Straka, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that I, the undersigned director and/or officer of CBS
Corporation, a Delaware corporation (the “Corporation”), which
is to file with the Securities and Exchange Commission (the “SEC”) under the
provisions of the Securities Act of 1933 one or more Registration Statements on
Form S-8, and/or other appropriate Form, for shares of the Corporation’s Class B
Common Stock, par value $0.001 per share, and/or other interests to be issued,
hereby constitute and appoint Louis J. Briskman and Angeline C. Straka, and each
of them, my true and lawful attorneys-in-fact and agents, with full power to
act, together or each without the other, for me and in my name, place and stead,
in any and all capacities, to sign, or cause to be signed electronically any and
all of said Registration Statements (which Registration Statements may
constitute post-effective amendments to registration statements previously filed
with the SEC) and any and all amendments to the aforementioned Registration
Statements and to file said Registration Statements and amendments thereto so
signed with all exhibits thereto, and with any and all other documents in
connection therewith, with the SEC, 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 I 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.
This
Power of Attorney may be executed in counterparts and all such duly executed
counterparts shall together constitute the same instrument. This
Power of Attorney shall not revoke any powers of attorney previously executed by
the undersigned. This Power of Attorney shall not be revoked by any
subsequent power of attorney that the undersigned may execute, unless such
subsequent power of attorney expressly provides that it revokes this Power of
Attorney by referring to the date and subject hereof.
The
“CAUTION TO THE
PRINCIPAL” and “IMPORTANT INFORMATION FOR THE
AGENT” statements below are required under the New York General
Obligations Law. Notwithstanding anything to the contrary contained
therein, this Power of Attorney is limited to the powers granted as described
above and DOES NOT grant the attorneys-in-fact and agents the authority to spend
the undersigned’s money or sell or dispose of the undersigned’s
property.
CAUTION
TO THE PRINCIPAL: Your Power of Attorney is an important document. As
the “principal,” you give the person whom you choose (your “agent”) powers to
spend your money and sell or dispose of your property during your lifetime
without telling you. You do not lose your authority to act even
though you have given your agent similar powers. When your agent exercises these
powers, he or she must act according to any instructions you have provided, or,
where there are no specific instructions, in your best
interest. “Important Information for the Agent” near the end of this
document describes your agent’s responsibilities. Your agent can act
on your behalf only after signing the Power of Attorney before a notary
public. You can request information from your agent at any
time. You can revoke or terminate your Power of Attorney at any time
for any reason as long as you are of sound mind. If you are no longer
of sound mind, a court can remove an agent for acting
improperly. Your agent cannot make health care decisions for
you. You may execute a “Health Care Proxy” to do this. The
law governing Powers of Attorney is contained in the New York General
Obligations Law, Article 5, Title 15. This law is available at a law
library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us
or www.assembly.state.ny.us. If
there is anything about this document that you do not understand, you should ask
a lawyer of your own choosing to explain it to you.
IMPORTANT
INFORMATION FOR THE AGENT: When you accept the authority granted
under this power of attorney, a special legal relationship is created between
you and the principal. This relationship imposes on you legal
responsibilities that continue until you resign or the power of attorney is
terminated or revoked. You must:
|
|
(1)
|
act
according to any instructions from the principal, or, where there are no
instructions, in the principal’s best
interest;
|
|
|
(2)
|
avoid
conflicts that would impair your ability to act in the principal’s best
interest;
|
|
|
(3)
|
keep
the principal’s property separate and distinct from any assets you own or
control, unless otherwise permitted by
law;
|
|
|
(4)
|
keep
a record of all receipts, payments, and transactions conducted for the
principal; and
|
|
|
(5)
|
disclose
your identity as an agent whenever you act for the principal by writing or
printing the principal’s name and signing your own name as “agent” in the
following manner: (Principal’s Name) by (Your Signature) as
Agent.
|
You
may not use the principal’s assets to benefit yourself or give gifts to yourself
or anyone else unless there is a Statutory Major Gifts Rider attached to this
Power of Attorney that specifically gives you that authority. If you
have that authority, you must act according to any instructions of the
principal, or, where there are no such instructions, in the principal’s best
interest. You may resign by giving written notice to the principal
and to any co-agent, successor agent, monitor if one has been named in this
document, or the principal’s guardian if one has been appointed. If
there is anything about this document or your responsibilities that you do not
understand, you should seek legal advice.
Liability of
agent
The
meaning of the authority given to you is defined in New York’s General
Obligations Law, Article 5, Title 15. If it is found that you have
violated the law or acted outside the authority granted to you in the Power of
Attorney, you may be liable under the law for your violation.
[REMAINDER
OF PAGE LEFT BLANK]
IN
WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of
this 21st day
of December, 2009.
|
Sign:
|
/s/Sumner
M. Redstone
|
|||||
|
Print
Name:
|
Sumner
M. Redstone
|
|||||
|
State
of California
|
)
|
|||||
|
County
of Los Angeles
|
)
|
ss.:
|
||||
On the
21st day
of December in the year 2009 before me, the undersigned, personally appeared
Sumner Redstone, proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his capacity, and that by his signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument.
|
/s/Carmen
M. Orsini
|
||
|
Notary
Public
|
||
Signature
and Office of individual taking acknowledgment:
I, Louis
J. Briskman, have read the foregoing Power of Attorney. I am a person
identified therein as agent for the principal named therein. I acknowledge my
legal responsibilities to the principal.
|
Agent
signs here:
|
/s/Louis
J. Briskman
|
||
|
State
of New York
|
)
|
|
|
County
of New York
|
)
|
ss.:
|
On the
8th day
of January in the year 2010 before me, the undersigned, personally appeared
Louis J. Briskman, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
Signature
and Office of individual taking acknowledgment:
I,
Angeline C. Straka, have read the foregoing Power of Attorney. I am a
person identified therein as agent for the principal named therein. I
acknowledge my legal responsibilities to the principal.
|
Agent
signs here:
|
/s/Angeline
C. Straka
|
||
|
State
of New York
|
)
|
|
|
County
of New York
|
)
|
ss.:
|
On the
8th day
of January in the year 2010 before me, the undersigned, personally appeared
Angeline C. Straka, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that I, the undersigned director and/or officer of CBS
Corporation, a Delaware corporation (the “Corporation”), which
is to file with the Securities and Exchange Commission (the “SEC”) under the
provisions of the Securities Act of 1933 one or more Registration Statements on
Form S-8, and/or other appropriate Form, for shares of the Corporation’s Class B
Common Stock, par value $0.001 per share, and/or other interests to be issued,
hereby constitute and appoint Louis J. Briskman and Angeline C. Straka, and each
of them, my true and lawful attorneys-in-fact and agents, with full power to
act, together or each without the other, for me and in my name, place and stead,
in any and all capacities, to sign, or cause to be signed electronically any and
all of said Registration Statements (which Registration Statements may
constitute post-effective amendments to registration statements previously filed
with the SEC) and any and all amendments to the aforementioned Registration
Statements and to file said Registration Statements and amendments thereto so
signed with all exhibits thereto, and with any and all other documents in
connection therewith, with the SEC, 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 I 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.
This
Power of Attorney may be executed in counterparts and all such duly executed
counterparts shall together constitute the same instrument. This
Power of Attorney shall not revoke any powers of attorney previously executed by
the undersigned. This Power of Attorney shall not be revoked by any
subsequent power of attorney that the undersigned may execute, unless such
subsequent power of attorney expressly provides that it revokes this Power of
Attorney by referring to the date and subject hereof.
The
“CAUTION TO THE
PRINCIPAL” and “IMPORTANT INFORMATION FOR THE
AGENT” statements below are required under the New York General
Obligations Law. Notwithstanding anything to the contrary contained
therein, this Power of Attorney is limited to the powers granted as described
above and DOES NOT grant the attorneys-in-fact and agents the authority to spend
the undersigned’s money or sell or dispose of the undersigned’s
property.
CAUTION
TO THE PRINCIPAL: Your Power of Attorney is an important document. As
the “principal,” you give the person whom you choose (your “agent”) powers to
spend your money and sell or dispose of your property during your lifetime
without telling you. You do not lose your authority to act even
though you have given your agent similar powers. When your agent exercises these
powers, he or she must act according to any instructions you have provided, or,
where there are no specific instructions, in your best
interest. “Important Information for the Agent” near the end of this
document describes your agent’s responsibilities. Your agent can act
on your behalf only after signing the Power of Attorney before a notary
public. You can request information from your agent at any
time. You can revoke or terminate your Power of Attorney at any time
for any reason as long as you are of sound mind. If you are no longer
of sound mind, a court can remove an agent for acting
improperly. Your agent cannot make health care decisions for
you. You may execute a “Health Care Proxy” to do this. The
law governing Powers of Attorney is contained in the New York General
Obligations Law, Article 5, Title 15. This law is available at a law
library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us
or www.assembly.state.ny.us. If
there is anything about this document that you do not understand, you should ask
a lawyer of your own choosing to explain it to you.
IMPORTANT
INFORMATION FOR THE AGENT: When you accept the authority granted
under this power of attorney, a special legal relationship is created between
you and the principal. This relationship imposes on you legal
responsibilities that continue until you resign or the power of attorney is
terminated or revoked. You must:
|
|
(1)
|
act
according to any instructions from the principal, or, where there are no
instructions, in the principal’s best
interest;
|
|
|
(2)
|
avoid
conflicts that would impair your ability to act in the principal’s best
interest;
|
|
|
(3)
|
keep
the principal’s property separate and distinct from any assets you own or
control, unless otherwise permitted by
law;
|
|
|
(4)
|
keep
a record of all receipts, payments, and transactions conducted for the
principal; and
|
|
|
(5)
|
disclose
your identity as an agent whenever you act for the principal by writing or
printing the principal’s name and signing your own name as “agent” in the
following manner: (Principal’s Name) by (Your Signature) as
Agent.
|
You
may not use the principal’s assets to benefit yourself or give gifts to yourself
or anyone else unless there is a Statutory Major Gifts Rider attached to this
Power of Attorney that specifically gives you that authority. If you
have that authority, you must act according to any instructions of the
principal, or, where there are no such instructions, in the principal’s best
interest. You may resign by giving written notice to the principal
and to any co-agent, successor agent, monitor if one has been named in this
document, or the principal’s guardian if one has been appointed. If
there is anything about this document or your responsibilities that you do not
understand, you should seek legal advice.
Liability of
agent
The
meaning of the authority given to you is defined in New York’s General
Obligations Law, Article 5, Title 15. If it is found that you have
violated the law or acted outside the authority granted to you in the Power of
Attorney, you may be liable under the law for your violation.
[REMAINDER
OF PAGE LEFT BLANK]
IN
WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of
this 15th day
of December, 2009.
|
Sign:
|
/s/David
R. Andelman
|
|||||
|
Print
Name:
|
David
R. Andelman
|
|||||
|
State
of Massachusetts
|
)
|
|||||
|
County
of Suffolk
|
)
|
ss.:
|
||||
On the
15th day
of December in the year 2009 before me, the undersigned, personally appeared
David R. Andelman, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Michele
A. Brokmeier
|
||
|
Notary
Public
|
||
Signature
and Office of individual taking acknowledgment:
I, Louis
J. Briskman, have read the foregoing Power of Attorney. I am a person
identified therein as agent for the principal named therein. I acknowledge my
legal responsibilities to the principal.
|
Agent
signs here:
|
/s/Louis
J. Briskman
|
||
|
State
of New York
|
)
|
|
|
County
of New York
|
)
|
ss.:
|
On the
16th day
of December in the year 2009 before me, the undersigned, personally appeared
Louis J. Briskman, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
Signature
and Office of individual taking acknowledgment:
I,
Angeline C. Straka, have read the foregoing Power of Attorney. I am a
person identified therein as agent for the principal named therein. I
acknowledge my legal responsibilities to the principal.
|
Agent
signs here:
|
/s/Angeline
C. Straka
|
||
|
State
of New York
|
)
|
|
|
County
of New York
|
)
|
ss.:
|
On the
16th day
of December in the year 2009 before me, the undersigned, personally appeared
Angeline C. Straka, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that I, the undersigned director and/or officer of CBS
Corporation, a Delaware corporation (the “Corporation”), which
is to file with the Securities and Exchange Commission (the “SEC”) under the
provisions of the Securities Act of 1933 one or more Registration Statements on
Form S-8, and/or other appropriate Form, for shares of the Corporation’s Class B
Common Stock, par value $0.001 per share, and/or other interests to be issued,
hereby constitute and appoint Louis J. Briskman and Angeline C. Straka, and each
of them, my true and lawful attorneys-in-fact and agents, with full power to
act, together or each without the other, for me and in my name, place and stead,
in any and all capacities, to sign, or cause to be signed electronically any and
all of said Registration Statements (which Registration Statements may
constitute post-effective amendments to registration statements previously filed
with the SEC) and any and all amendments to the aforementioned Registration
Statements and to file said Registration Statements and amendments thereto so
signed with all exhibits thereto, and with any and all other documents in
connection therewith, with the SEC, 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 I 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.
This
Power of Attorney may be executed in counterparts and all such duly executed
counterparts shall together constitute the same instrument. This
Power of Attorney shall not revoke any powers of attorney previously executed by
the undersigned. This Power of Attorney shall not be revoked by any
subsequent power of attorney that the undersigned may execute, unless such
subsequent power of attorney expressly provides that it revokes this Power of
Attorney by referring to the date and subject hereof.
The
“CAUTION TO THE
PRINCIPAL” and “IMPORTANT INFORMATION FOR THE
AGENT” statements below are required under the New York General
Obligations Law. Notwithstanding anything to the contrary contained
therein, this Power of Attorney is limited to the powers granted as described
above and DOES NOT grant the attorneys-in-fact and agents the authority to spend
the undersigned’s money or sell or dispose of the undersigned’s
property.
CAUTION
TO THE PRINCIPAL: Your Power of Attorney is an important document. As
the “principal,” you give the person whom you choose (your “agent”) powers to
spend your money and sell or dispose of your property during your lifetime
without telling you. You do not lose your authority to act even
though you have given your agent similar powers. When your agent exercises these
powers, he or she must act according to any instructions you have provided, or,
where there are no specific instructions, in your best
interest. “Important Information for the Agent” near the end of this
document describes your agent’s responsibilities. Your agent can act
on your behalf only after signing the Power of Attorney before a notary
public. You can request information from your agent at any
time. You can revoke or terminate your Power of Attorney at any time
for any reason as long as you are of sound mind. If you are no longer
of sound mind, a court can remove an agent for acting
improperly. Your agent cannot make health care decisions for
you. You may execute a “Health Care Proxy” to do this. The
law governing Powers of Attorney is contained in the New York General
Obligations Law, Article 5, Title 15. This law is available at a law
library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us
or www.assembly.state.ny.us. If
there is anything about this document that you do not understand, you should ask
a lawyer of your own choosing to explain it to you.
IMPORTANT
INFORMATION FOR THE AGENT: When you accept the authority granted
under this power of attorney, a special legal relationship is created between
you and the principal. This relationship imposes on you legal
responsibilities that continue until you resign or the power of attorney is
terminated or revoked. You must:
|
|
(1)
|
act
according to any instructions from the principal, or, where there are no
instructions, in the principal’s best
interest;
|
|
|
(2)
|
avoid
conflicts that would impair your ability to act in the principal’s best
interest;
|
|
|
(3)
|
keep
the principal’s property separate and distinct from any assets you own or
control, unless otherwise permitted by
law;
|
|
|
(4)
|
keep
a record of all receipts, payments, and transactions conducted for the
principal; and
|
|
|
(5)
|
disclose
your identity as an agent whenever you act for the principal by writing or
printing the principal’s name and signing your own name as “agent” in the
following manner: (Principal’s Name) by (Your Signature) as
Agent.
|
You
may not use the principal’s assets to benefit yourself or give gifts to yourself
or anyone else unless there is a Statutory Major Gifts Rider attached to this
Power of Attorney that specifically gives you that authority. If you
have that authority, you must act according to any instructions of the
principal, or, where there are no such instructions, in the principal’s best
interest. You may resign by giving written notice to the principal
and to any co-agent, successor agent, monitor if one has been named in this
document, or the principal’s guardian if one has been appointed. If
there is anything about this document or your responsibilities that you do not
understand, you should seek legal advice.
Liability of
agent
The
meaning of the authority given to you is defined in New York’s General
Obligations Law, Article 5, Title 15. If it is found that you have
violated the law or acted outside the authority granted to you in the Power of
Attorney, you may be liable under the law for your violation.
[REMAINDER
OF PAGE LEFT BLANK]
IN
WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of
this 16th day
of December, 2009.
|
Sign:
|
/s/Joseph
A. Califano, Jr.
|
|||||
|
Print
Name:
|
Joseph
A. Califano, Jr.
|
|||||
|
State
of New York
|
)
|
|||||
|
County
of New York
|
)
|
ss.:
|
||||
On the
16th day
of December in the year 2009 before me, the undersigned, personally appeared
Joseph A. Califano, Jr., personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
Signature
and Office of individual taking acknowledgment:
I, Louis
J. Briskman, have read the foregoing Power of Attorney. I am a person
identified therein as agent for the principal named therein. I acknowledge my
legal responsibilities to the principal.
|
Agent
signs here:
|
/s/Louis
J. Briskman
|
||
|
State
of New York
|
)
|
|
|
County
of New York
|
)
|
ss.:
|
On the
16th day
of December in the year 2009 before me, the undersigned, personally appeared
Louis J. Briskman, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
Signature
and Office of individual taking acknowledgment:
I,
Angeline C. Straka, have read the foregoing Power of Attorney. I am a
person identified therein as agent for the principal named therein. I
acknowledge my legal responsibilities to the principal.
|
Agent
signs here:
|
/s/Angeline
C. Straka
|
||
|
State
of New York
|
)
|
|
|
County
of New York
|
)
|
ss.:
|
On the
16th day
of December in the year 2009 before me, the undersigned, personally appeared
Angeline C. Straka, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that I, the undersigned director and/or officer of CBS
Corporation, a Delaware corporation (the “Corporation”), which
is to file with the Securities and Exchange Commission (the “SEC”) under the
provisions of the Securities Act of 1933 one or more Registration Statements on
Form S-8, and/or other appropriate Form, for shares of the Corporation’s Class B
Common Stock, par value $0.001 per share, and/or other interests to be issued,
hereby constitute and appoint Louis J. Briskman and Angeline C. Straka, and each
of them, my true and lawful attorneys-in-fact and agents, with full power to
act, together or each without the other, for me and in my name, place and stead,
in any and all capacities, to sign, or cause to be signed electronically any and
all of said Registration Statements (which Registration Statements may
constitute post-effective amendments to registration statements previously filed
with the SEC) and any and all amendments to the aforementioned Registration
Statements and to file said Registration Statements and amendments thereto so
signed with all exhibits thereto, and with any and all other documents in
connection therewith, with the SEC, 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 I 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.
This
Power of Attorney may be executed in counterparts and all such duly executed
counterparts shall together constitute the same instrument. This
Power of Attorney shall not revoke any powers of attorney previously executed by
the undersigned. This Power of Attorney shall not be revoked by any
subsequent power of attorney that the undersigned may execute, unless such
subsequent power of attorney expressly provides that it revokes this Power of
Attorney by referring to the date and subject hereof.
The
“CAUTION TO THE
PRINCIPAL” and “IMPORTANT INFORMATION FOR THE
AGENT” statements below are required under the New York General
Obligations Law. Notwithstanding anything to the contrary contained
therein, this Power of Attorney is limited to the powers granted as described
above and DOES NOT grant the attorneys-in-fact and agents the authority to spend
the undersigned’s money or sell or dispose of the undersigned’s
property.
CAUTION
TO THE PRINCIPAL: Your Power of Attorney is an important document. As
the “principal,” you give the person whom you choose (your “agent”) powers to
spend your money and sell or dispose of your property during your lifetime
without telling you. You do not lose your authority to act even
though you have given your agent similar powers. When your agent exercises these
powers, he or she must act according to any instructions you have provided, or,
where there are no specific instructions, in your best
interest. “Important Information for the Agent” near the end of this
document describes your agent’s responsibilities. Your agent can act
on your behalf only after signing the Power of Attorney before a notary
public. You can request information from your agent at any
time. You can revoke or terminate your Power of Attorney at any time
for any reason as long as you are of sound mind. If you are no longer
of sound mind, a court can remove an agent for acting
improperly. Your agent cannot make health care decisions for
you. You may execute a “Health Care Proxy” to do this. The
law governing Powers of Attorney is contained in the New York General
Obligations Law, Article 5, Title 15. This law is available at a law
library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us
or www.assembly.state.ny.us. If
there is anything about this document that you do not understand, you should ask
a lawyer of your own choosing to explain it to you.
IMPORTANT
INFORMATION FOR THE AGENT: When you accept the authority granted
under this power of attorney, a special legal relationship is created between
you and the principal. This relationship imposes on you legal
responsibilities that continue until you resign or the power of attorney is
terminated or revoked. You must:
|
|
(1)
|
act
according to any instructions from the principal, or, where there are no
instructions, in the principal’s best
interest;
|
|
|
(2)
|
avoid
conflicts that would impair your ability to act in the principal’s best
interest;
|
|
|
(3)
|
keep
the principal’s property separate and distinct from any assets you own or
control, unless otherwise permitted by
law;
|
|
|
(4)
|
keep
a record of all receipts, payments, and transactions conducted for the
principal; and
|
|
|
(5)
|
disclose
your identity as an agent whenever you act for the principal by writing or
printing the principal’s name and signing your own name as “agent” in the
following manner: (Principal’s Name) by (Your Signature) as
Agent.
|
You
may not use the principal’s assets to benefit yourself or give gifts to yourself
or anyone else unless there is a Statutory Major Gifts Rider attached to this
Power of Attorney that specifically gives you that authority. If you
have that authority, you must act according to any instructions of the
principal, or, where there are no such instructions, in the principal’s best
interest. You may resign by giving written notice to the principal
and to any co-agent, successor agent, monitor if one has been named in this
document, or the principal’s guardian if one has been appointed. If
there is anything about this document or your responsibilities that you do not
understand, you should seek legal advice.
Liability of
agent
The
meaning of the authority given to you is defined in New York’s General
Obligations Law, Article 5, Title 15. If it is found that you have
violated the law or acted outside the authority granted to you in the Power of
Attorney, you may be liable under the law for your violation.
[REMAINDER
OF PAGE LEFT BLANK]
IN
WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of
this 22nd day of December, 2009.
|
Sign:
|
/s/William
S. Cohen
|
|||||
|
Print
Name:
|
William
S. Cohen
|
|||||
|
Washington
|
)
|
|||||
|
District
of Columbia
|
)
|
ss.:
|
||||
On the
22nd day of December in the year 2009 before me, the undersigned, personally
appeared William S. Cohen, personally known to me or proved to me on the basis
of satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Carolyn
Fox
|
||
|
Notary
Public
|
||
Signature
and Office of individual taking acknowledgment:
I, Louis
J. Briskman, have read the foregoing Power of Attorney. I am a person
identified therein as agent for the principal named therein. I acknowledge my
legal responsibilities to the principal.
|
Agent
signs here:
|
/s/Louis
J. Briskman
|
||
|
State
of New York
|
)
|
|
|
County
of New York
|
)
|
ss.:
|
On the
8th day
of January in the year 2010 before me, the undersigned, personally appeared
Louis J. Briskman, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
Signature
and Office of individual taking acknowledgment:
I,
Angeline C. Straka, have read the foregoing Power of Attorney. I am a
person identified therein as agent for the principal named therein. I
acknowledge my legal responsibilities to the principal.
|
Agent
signs here:
|
/s/Angeline
C. Straka
|
||
|
State
of New York
|
)
|
|
|
County
of New York
|
)
|
ss.:
|
On the
8th day
of January in the year 2010 before me, the undersigned, personally appeared
Angeline C. Straka, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that I, the undersigned director and/or officer of CBS
Corporation, a Delaware corporation (the “Corporation”), which
is to file with the Securities and Exchange Commission (the “SEC”) under the
provisions of the Securities Act of 1933 one or more Registration Statements on
Form S-8, and/or other appropriate Form, for shares of the Corporation’s Class B
Common Stock, par value $0.001 per share, and/or other interests to be issued,
hereby constitute and appoint Louis J. Briskman and Angeline C. Straka, and each
of them, my true and lawful attorneys-in-fact and agents, with full power to
act, together or each without the other, for me and in my name, place and stead,
in any and all capacities, to sign, or cause to be signed electronically any and
all of said Registration Statements (which Registration Statements may
constitute post-effective amendments to registration statements previously filed
with the SEC) and any and all amendments to the aforementioned Registration
Statements and to file said Registration Statements and amendments thereto so
signed with all exhibits thereto, and with any and all other documents in
connection therewith, with the SEC, 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 I 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.
This
Power of Attorney may be executed in counterparts and all such duly executed
counterparts shall together constitute the same instrument. This
Power of Attorney shall not revoke any powers of attorney previously executed by
the undersigned. This Power of Attorney shall not be revoked by any
subsequent power of attorney that the undersigned may execute, unless such
subsequent power of attorney expressly provides that it revokes this Power of
Attorney by referring to the date and subject hereof.
The
“CAUTION TO THE
PRINCIPAL” and “IMPORTANT INFORMATION FOR THE
AGENT” statements below are required under the New York General
Obligations Law. Notwithstanding anything to the contrary contained
therein, this Power of Attorney is limited to the powers granted as described
above and DOES NOT grant the attorneys-in-fact and agents the authority to spend
the undersigned’s money or sell or dispose of the undersigned’s
property.
CAUTION
TO THE PRINCIPAL: Your Power of Attorney is an important document. As
the “principal,” you give the person whom you choose (your “agent”) powers to
spend your money and sell or dispose of your property during your lifetime
without telling you. You do not lose your authority to act even
though you have given your agent similar powers. When your agent exercises these
powers, he or she must act according to any instructions you have provided, or,
where there are no specific instructions, in your best
interest. “Important Information for the Agent” near the end of this
document describes your agent’s responsibilities. Your agent can act
on your behalf only after signing the Power of Attorney before a notary
public. You can request information from your agent at any
time. You can revoke or terminate your Power of Attorney at any time
for any reason as long as you are of sound mind. If you are no longer
of sound mind, a court can remove an agent for acting
improperly. Your agent cannot make health care decisions for
you. You may execute a “Health Care Proxy” to do this. The
law governing Powers of Attorney is contained in the New York General
Obligations Law, Article 5, Title 15. This law is available at a law
library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us
or www.assembly.state.ny.us. If
there is anything about this document that you do not understand, you should ask
a lawyer of your own choosing to explain it to you.
IMPORTANT
INFORMATION FOR THE AGENT: When you accept the authority granted
under this power of attorney, a special legal relationship is created between
you and the principal. This relationship imposes on you legal
responsibilities that continue until you resign or the power of attorney is
terminated or revoked. You must:
|
|
(1)
|
act
according to any instructions from the principal, or, where there are no
instructions, in the principal’s best
interest;
|
|
|
(2)
|
avoid
conflicts that would impair your ability to act in the principal’s best
interest;
|
|
|
(3)
|
keep
the principal’s property separate and distinct from any assets you own or
control, unless otherwise permitted by
law;
|
|
|
(4)
|
keep
a record of all receipts, payments, and transactions conducted for the
principal; and
|
|
|
(5)
|
disclose
your identity as an agent whenever you act for the principal by writing or
printing the principal’s name and signing your own name as “agent” in the
following manner: (Principal’s Name) by (Your Signature) as
Agent.
|
You
may not use the principal’s assets to benefit yourself or give gifts to yourself
or anyone else unless there is a Statutory Major Gifts Rider attached to this
Power of Attorney that specifically gives you that authority. If you
have that authority, you must act according to any instructions of the
principal, or, where there are no such instructions, in the principal’s best
interest. You may resign by giving written notice to the principal
and to any co-agent, successor agent, monitor if one has been named in this
document, or the principal’s guardian if one has been appointed. If
there is anything about this document or your responsibilities that you do not
understand, you should seek legal advice.
Liability of
agent
The
meaning of the authority given to you is defined in New York’s General
Obligations Law, Article 5, Title 15. If it is found that you have
violated the law or acted outside the authority granted to you in the Power of
Attorney, you may be liable under the law for your violation.
[REMAINDER
OF PAGE LEFT BLANK]
IN
WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of
this 23rd day of December, 2009.
|
Sign:
|
/s/G.
L. Countryman
|
|||||
|
Print
Name:
|
G.
L. Countryman
|
|||||
|
State
of Massachusetts
|
)
|
|||||
|
County
of Suffolk
|
)
|
ss.:
|
||||
On the
23rd day of December in the year 2009 before me, the undersigned, personally
appeared G. L. Countryman, personally known to me or proved to me on the basis
of satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Denise
E. Conary
|
||
|
Notary
Public
|
||
Signature
and Office of individual taking acknowledgment:
I, Louis
J. Briskman, have read the foregoing Power of Attorney. I am a person
identified therein as agent for the principal named therein. I acknowledge my
legal responsibilities to the principal.
|
Agent
signs here:
|
/s/Louis
J. Briskman
|
||
|
State
of New York
|
)
|
|
|
County
of New York
|
)
|
ss.:
|
On the
8th day
of January in the year 2010 before me, the undersigned, personally appeared
Louis J. Briskman, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
Signature
and Office of individual taking acknowledgment:
I,
Angeline C. Straka, have read the foregoing Power of Attorney. I am a
person identified therein as agent for the principal named therein. I
acknowledge my legal responsibilities to the principal.
|
Agent
signs here:
|
/s/Angeline
C. Straka
|
||
|
State
of New York
|
)
|
|
|
County
of New York
|
)
|
ss.:
|
On the
8th day
of January in the year 2010 before me, the undersigned, personally appeared
Angeline C. Straka, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that I, the undersigned director and/or officer of CBS
Corporation, a Delaware corporation (the “Corporation”), which
is to file with the Securities and Exchange Commission (the “SEC”) under the
provisions of the Securities Act of 1933 one or more Registration Statements on
Form S-8, and/or other appropriate Form, for shares of the Corporation’s Class B
Common Stock, par value $0.001 per share, and/or other interests to be issued,
hereby constitute and appoint Louis J. Briskman and Angeline C. Straka, and each
of them, my true and lawful attorneys-in-fact and agents, with full power to
act, together or each without the other, for me and in my name, place and stead,
in any and all capacities, to sign, or cause to be signed electronically any and
all of said Registration Statements (which Registration Statements may
constitute post-effective amendments to registration statements previously filed
with the SEC) and any and all amendments to the aforementioned Registration
Statements and to file said Registration Statements and amendments thereto so
signed with all exhibits thereto, and with any and all other documents in
connection therewith, with the SEC, 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 I 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.
This
Power of Attorney may be executed in counterparts and all such duly executed
counterparts shall together constitute the same instrument. This
Power of Attorney shall not revoke any powers of attorney previously executed by
the undersigned. This Power of Attorney shall not be revoked by any
subsequent power of attorney that the undersigned may execute, unless such
subsequent power of attorney expressly provides that it revokes this Power of
Attorney by referring to the date and subject hereof.
The
“CAUTION TO THE
PRINCIPAL” and “IMPORTANT INFORMATION FOR THE
AGENT” statements below are required under the New York General
Obligations Law. Notwithstanding anything to the contrary contained
therein, this Power of Attorney is limited to the powers granted as described
above and DOES NOT grant the attorneys-in-fact and agents the authority to spend
the undersigned’s money or sell or dispose of the undersigned’s
property.
CAUTION
TO THE PRINCIPAL: Your Power of Attorney is an important document. As
the “principal,” you give the person whom you choose (your “agent”) powers to
spend your money and sell or dispose of your property during your lifetime
without telling you. You do not lose your authority to act even
though you have given your agent similar powers. When your agent exercises these
powers, he or she must act according to any instructions you have provided, or,
where there are no specific instructions, in your best
interest. “Important Information for the Agent” near the end of this
document describes your agent’s responsibilities. Your agent can act
on your behalf only after signing the Power of Attorney before a notary
public. You can request information from your agent at any
time. You can revoke or terminate your Power of Attorney at any time
for any reason as long as you are of sound mind. If you are no longer
of sound mind, a court can remove an agent for acting
improperly. Your agent cannot make health care decisions for
you. You may execute a “Health Care Proxy” to do this. The
law governing Powers of Attorney is contained in the New York General
Obligations Law, Article 5, Title 15. This law is available at a law
library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us
or www.assembly.state.ny.us. If
there is anything about this document that you do not understand, you should ask
a lawyer of your own choosing to explain it to you.
IMPORTANT
INFORMATION FOR THE AGENT: When you accept the authority granted
under this power of attorney, a special legal relationship is created between
you and the principal. This relationship imposes on you legal
responsibilities that continue until you resign or the power of attorney is
terminated or revoked. You must:
|
|
(1)
|
act
according to any instructions from the principal, or, where there are no
instructions, in the principal’s best
interest;
|
|
|
(2)
|
avoid
conflicts that would impair your ability to act in the principal’s best
interest;
|
|
|
(3)
|
keep
the principal’s property separate and distinct from any assets you own or
control, unless otherwise permitted by
law;
|
|
|
(4)
|
keep
a record of all receipts, payments, and transactions conducted for the
principal; and
|
|
|
(5)
|
disclose
your identity as an agent whenever you act for the principal by writing or
printing the principal’s name and signing your own name as “agent” in the
following manner: (Principal’s Name) by (Your Signature) as
Agent.
|
You
may not use the principal’s assets to benefit yourself or give gifts to yourself
or anyone else unless there is a Statutory Major Gifts Rider attached to this
Power of Attorney that specifically gives you that authority. If you
have that authority, you must act according to any instructions of the
principal, or, where there are no such instructions, in the principal’s best
interest. You may resign by giving written notice to the principal
and to any co-agent, successor agent, monitor if one has been named in this
document, or the principal’s guardian if one has been appointed. If
there is anything about this document or your responsibilities that you do not
understand, you should seek legal advice.
Liability of
agent
The
meaning of the authority given to you is defined in New York’s General
Obligations Law, Article 5, Title 15. If it is found that you have
violated the law or acted outside the authority granted to you in the Power of
Attorney, you may be liable under the law for your violation.
[REMAINDER
OF PAGE LEFT BLANK]
IN
WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of
this 22nd day
of December, 2009.
|
Sign:
|
/s/Charles
K. Gifford
|
|||||
|
Print
Name:
|
Charles
K. Gifford
|
|||||
|
State
of Massachusetts
|
)
|
|||||
|
County
of Suffolk
|
)
|
ss.:
|
||||
On the
22nd day
of December in the year 2009 before me, the undersigned, personally appeared
Charles K. Gifford, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Cynthia
Elaine Vinson
|
||
|
Notary
Public
|
||
Signature
and Office of individual taking acknowledgment:
I, Louis
J. Briskman, have read the foregoing Power of Attorney. I am a person
identified therein as agent for the principal named therein. I acknowledge my
legal responsibilities to the principal.
|
Agent
signs here:
|
/s/Louis
J. Briskman
|
||
|
State
of New York
|
)
|
|
|
County
of New York
|
)
|
ss.:
|
On the
8th day
of January in the year 2010 before me, the undersigned, personally appeared
Louis J. Briskman, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
Signature
and Office of individual taking acknowledgment:
I,
Angeline C. Straka, have read the foregoing Power of Attorney. I am a
person identified therein as agent for the principal named therein. I
acknowledge my legal responsibilities to the principal.
|
Agent
signs here:
|
/s/Angeline
C. Straka
|
||
|
State
of New York
|
)
|
|
|
County
of New York
|
)
|
ss.:
|
On the
8th day
of January in the year 2010 before me, the undersigned, personally appeared
Angeline C. Straka, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that I, the undersigned director and/or officer of CBS
Corporation, a Delaware corporation (the “Corporation”), which
is to file with the Securities and Exchange Commission (the “SEC”) under the
provisions of the Securities Act of 1933 one or more Registration Statements on
Form S-8, and/or other appropriate Form, for shares of the Corporation’s Class B
Common Stock, par value $0.001 per share, and/or other interests to be issued,
hereby constitute and appoint Louis J. Briskman and Angeline C. Straka, and each
of them, my true and lawful attorneys-in-fact and agents, with full power to
act, together or each without the other, for me and in my name, place and stead,
in any and all capacities, to sign, or cause to be signed electronically any and
all of said Registration Statements (which Registration Statements may
constitute post-effective amendments to registration statements previously filed
with the SEC) and any and all amendments to the aforementioned Registration
Statements and to file said Registration Statements and amendments thereto so
signed with all exhibits thereto, and with any and all other documents in
connection therewith, with the SEC, 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 I 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.
This
Power of Attorney may be executed in counterparts and all such duly executed
counterparts shall together constitute the same instrument. This
Power of Attorney shall not revoke any powers of attorney previously executed by
the undersigned. This Power of Attorney shall not be revoked by any
subsequent power of attorney that the undersigned may execute, unless such
subsequent power of attorney expressly provides that it revokes this Power of
Attorney by referring to the date and subject hereof.
The
“CAUTION TO THE
PRINCIPAL” and “IMPORTANT INFORMATION FOR THE
AGENT” statements below are required under the New York General
Obligations Law. Notwithstanding anything to the contrary contained
therein, this Power of Attorney is limited to the powers granted as described
above and DOES NOT grant the attorneys-in-fact and agents the authority to spend
the undersigned’s money or sell or dispose of the undersigned’s
property.
CAUTION
TO THE PRINCIPAL: Your Power of Attorney is an important document. As
the “principal,” you give the person whom you choose (your “agent”) powers to
spend your money and sell or dispose of your property during your lifetime
without telling you. You do not lose your authority to act even
though you have given your agent similar powers. When your agent exercises these
powers, he or she must act according to any instructions you have provided, or,
where there are no specific instructions, in your best
interest. “Important Information for the Agent” near the end of this
document describes your agent’s responsibilities. Your agent can act
on your behalf only after signing the Power of Attorney before a notary
public. You can request information from your agent at any
time. You can revoke or terminate your Power of Attorney at any time
for any reason as long as you are of sound mind. If you are no longer
of sound mind, a court can remove an agent for acting
improperly. Your agent cannot make health care decisions for
you. You may execute a “Health Care Proxy” to do this. The
law governing Powers of Attorney is contained in the New York General
Obligations Law, Article 5, Title 15. This law is available at a law
library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us
or www.assembly.state.ny.us. If
there is anything about this document that you do not understand, you should ask
a lawyer of your own choosing to explain it to you.
IMPORTANT
INFORMATION FOR THE AGENT: When you accept the authority granted
under this power of attorney, a special legal relationship is created between
you and the principal. This relationship imposes on you legal
responsibilities that continue until you resign or the power of attorney is
terminated or revoked. You must:
|
|
(1)
|
act
according to any instructions from the principal, or, where there are no
instructions, in the principal’s best
interest;
|
|
|
(2)
|
avoid
conflicts that would impair your ability to act in the principal’s best
interest;
|
|
|
(3)
|
keep
the principal’s property separate and distinct from any assets you own or
control, unless otherwise permitted by
law;
|
|
|
(4)
|
keep
a record of all receipts, payments, and transactions conducted for the
principal; and
|
|
|
(5)
|
disclose
your identity as an agent whenever you act for the principal by writing or
printing the principal’s name and signing your own name as “agent” in the
following manner: (Principal’s Name) by (Your Signature) as
Agent.
|
You
may not use the principal’s assets to benefit yourself or give gifts to yourself
or anyone else unless there is a Statutory Major Gifts Rider attached to this
Power of Attorney that specifically gives you that authority. If you
have that authority, you must act according to any instructions of the
principal, or, where there are no such instructions, in the principal’s best
interest. You may resign by giving written notice to the principal
and to any co-agent, successor agent, monitor if one has been named in this
document, or the principal’s guardian if one has been appointed. If
there is anything about this document or your responsibilities that you do not
understand, you should seek legal advice.
Liability of
agent
The
meaning of the authority given to you is defined in New York’s General
Obligations Law, Article 5, Title 15. If it is found that you have
violated the law or acted outside the authority granted to you in the Power of
Attorney, you may be liable under the law for your violation.
[REMAINDER
OF PAGE LEFT BLANK]
IN
WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of
this 22nd day of December, 2009.
|
Sign:
|
/s/Leonard
Goldberg
|
|||||
|
Print
Name:
|
Leonard
Goldberg
|
|||||
|
State
of California
|
)
|
|||||
|
County
of Los Angeles
|
)
|
ss.:
|
||||
On
December 22, 2009, before me, the undersigned, a notary public for the state,
personally appeared Leonard Goldberg, personally known to me (or proved to me on
the oath of Rosalio Casindad, who is personally known to me) to be the persons
whose names are subscribed to the within instrument, as a witness thereto, who,
being by me duly sworn, deposed and said that he was present and saw Leonard
Goldberg, the same persons described in and whose names are subscribed to the
within and annexed instrument in their authorized capacities as parties thereto,
execute or acknowledge executing the same, and that said affiants subscribed
their names to the within instrument as a witness at the request of Leonard
Goldberg.
WITNESS My
hand and official seal.
|
/s/Susan
Lane
|
||
|
Notary
Public
|
||
Signature
and Office of individual taking acknowledgment:
I, Louis
J. Briskman, have read the foregoing Power of Attorney. I am a person
identified therein as agent for the principal named therein. I acknowledge my
legal responsibilities to the principal.
|
Agent
signs here:
|
/s/Louis
J. Briskman
|
||
|
State
of New York
|
)
|
|
|
County
of New York
|
)
|
ss.:
|
On the
8th day
of January in the year 2010 before me, the undersigned, personally appeared
Louis J. Briskman, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
Signature
and Office of individual taking acknowledgment:
I,
Angeline C. Straka, have read the foregoing Power of Attorney. I am a
person identified therein as agent for the principal named therein. I
acknowledge my legal responsibilities to the principal.
|
Agent
signs here:
|
/s/Angeline
C. Straka
|
||
|
State
of New York
|
)
|
|
|
County
of New York
|
)
|
ss.:
|
On the
8th day
of January in the year 2010 before me, the undersigned, personally appeared
Angeline C. Straka, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that I, the undersigned director and/or officer of CBS
Corporation, a Delaware corporation (the “Corporation”), which
is to file with the Securities and Exchange Commission (the “SEC”) under the
provisions of the Securities Act of 1933 one or more Registration Statements on
Form S-8, and/or other appropriate Form, for shares of the Corporation’s Class B
Common Stock, par value $0.001 per share, and/or other interests to be issued,
hereby constitute and appoint Louis J. Briskman and Angeline C. Straka, and each
of them, my true and lawful attorneys-in-fact and agents, with full power to
act, together or each without the other, for me and in my name, place and stead,
in any and all capacities, to sign, or cause to be signed electronically any and
all of said Registration Statements (which Registration Statements may
constitute post-effective amendments to registration statements previously filed
with the SEC) and any and all amendments to the aforementioned Registration
Statements and to file said Registration Statements and amendments thereto so
signed with all exhibits thereto, and with any and all other documents in
connection therewith, with the SEC, 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 I 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.
This
Power of Attorney may be executed in counterparts and all such duly executed
counterparts shall together constitute the same instrument. This
Power of Attorney shall not revoke any powers of attorney previously executed by
the undersigned. This Power of Attorney shall not be revoked by any
subsequent power of attorney that the undersigned may execute, unless such
subsequent power of attorney expressly provides that it revokes this Power of
Attorney by referring to the date and subject hereof.
The
“CAUTION TO THE
PRINCIPAL” and “IMPORTANT INFORMATION FOR THE
AGENT” statements below are required under the New York General
Obligations Law. Notwithstanding anything to the contrary contained
therein, this Power of Attorney is limited to the powers granted as described
above and DOES NOT grant the attorneys-in-fact and agents the authority to spend
the undersigned’s money or sell or dispose of the undersigned’s
property.
CAUTION
TO THE PRINCIPAL: Your Power of Attorney is an important document. As
the “principal,” you give the person whom you choose (your “agent”) powers to
spend your money and sell or dispose of your property during your lifetime
without telling you. You do not lose your authority to act even
though you have given your agent similar powers. When your agent exercises these
powers, he or she must act according to any instructions you have provided, or,
where t
here
are no specific instructions, in your best interest. “Important
Information for the Agent” near the end of this document describes your agent’s
responsibilities. Your agent can act on your behalf only after
signing the Power of Attorney before a notary public. You can request
information from your agent at any time. You can revoke or terminate
your Power of Attorney at any time for any reason as long as you are of sound
mind. If you are no longer of sound mind, a court can remove an agent
for acting improperly. Your agent cannot make health care decisions
for you. You may execute a “Health Care Proxy” to do
this. The law governing Powers of Attorney is contained in the New
York General Obligations Law, Article 5, Title 15. This law is
available at a law library, or online through the New York State Senate or
Assembly websites, www.senate.state.ny.us
or www.assembly.state.ny.us. If
there is anything about this document that you do not understand, you should ask
a lawyer of your own choosing to explain it to you.
IMPORTANT
INFORMATION FOR THE AGENT: When you accept the authority granted
under this power of attorney, a special legal relationship is created between
you and the principal. This relationship imposes on you legal
responsibilities that continue until you resign or the power of attorney is
terminated or revoked. You must:
|
|
(1)
|
act
according to any instructions from the principal, or, where there are no
instructions, in the principal’s best
interest;
|
|
|
(2)
|
avoid
conflicts that would impair your ability to act in the principal’s best
interest;
|
|
|
(3)
|
keep
the principal’s property separate and distinct from any assets you own or
control, unless otherwise permitted by
law;
|
|
|
(4)
|
keep
a record of all receipts, payments, and transactions conducted for the
principal; and
|
|
|
(5)
|
disclose
your identity as an agent whenever you act for the principal by writing or
printing the principal’s name and signing your own name as “agent” in the
following manner: (Principal’s Name) by (Your Signature) as
Agent.
|
You
may not use the principal’s assets to benefit yourself or give gifts to yourself
or anyone else unless there is a Statutory Major Gifts Rider attached to this
Power of Attorney that specifically gives you that authority. If you
have that authority, you must act according to any instructions of the
principal, or, where there are no such instructions, in the principal’s best
interest. You may resign by giving written notice to the principal
and to any co-agent, successor agent, monitor if one has been named in this
document, or the principal’s guardian if one has been appointed. If
there is anything about this document or your responsibilities that you do not
understand, you should seek legal advice.
Liability of
agent
The
meaning of the authority given to you is defined in New York’s General
Obligations Law, Article 5, Title 15. If it is found that you have
violated the law or acted outside the authority granted to you in the Power of
Attorney, you may be liable under the law for your violation.
[REMAINDER
OF PAGE LEFT BLANK]
IN
WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of
this 16th day
of December, 2009.
|
Sign:
|
/s/Bruce
S. Gordon
|
|||||
|
Print
Name:
|
Bruce
S. Gordon
|
|||||
|
State
of New York
|
)
|
|||||
|
County
of New York
|
)
|
ss.:
|
||||
On the
16th day
of December in the year 2009 before me, the undersigned, personally appeared
Bruce S. Gordon, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
Signature
and Office of individual taking acknowledgment:
I, Louis
J. Briskman, have read the foregoing Power of Attorney. I am a person
identified therein as agent for the principal named therein. I acknowledge my
legal responsibilities to the principal.
|
Agent
signs here:
|
/s/Louis
J. Briskman
|
||
|
State
of New York
|
)
|
|
|
County
of New York
|
)
|
ss.:
|
On the
16th day
of December in the year 2009 before me, the undersigned, personally appeared
Louis J. Briskman, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
Signature
and Office of individual taking acknowledgment:
I,
Angeline C. Straka, have read the foregoing Power of Attorney. I am a
person identified therein as agent for the principal named therein. I
acknowledge my legal responsibilities to the principal.
|
Agent
signs here:
|
/s/Angeline
C. Straka
|
||
|
State
of New York
|
)
|
|
|
County
of New York
|
)
|
ss.:
|
On the
16th day
of December in the year 2009 before me, the undersigned, personally appeared
Angeline C. Straka, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that I, the undersigned director and/or officer of CBS
Corporation, a Delaware corporation (the “Corporation”), which
is to file with the Securities and Exchange Commission (the “SEC”) under the
provisions of the Securities Act of 1933 one or more Registration Statements on
Form S-8, and/or other appropriate Form, for shares of the Corporation’s Class B
Common Stock, par value $0.001 per share, and/or other interests to be issued,
hereby constitute and appoint Louis J. Briskman and Angeline C. Straka, and each
of them, my true and lawful attorneys-in-fact and agents, with full power to
act, together or each without the other, for me and in my name, place and stead,
in any and all capacities, to sign, or cause to be signed electronically any and
all of said Registration Statements (which Registration Statements may
constitute post-effective amendments to registration statements previously filed
with the SEC) and any and all amendments to the aforementioned Registration
Statements and to file said Registration Statements and amendments thereto so
signed with all exhibits thereto, and with any and all other documents in
connection therewith, with the SEC, 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 I 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.
This
Power of Attorney may be executed in counterparts and all such duly executed
counterparts shall together constitute the same instrument. This
Power of Attorney shall not revoke any powers of attorney previously executed by
the undersigned. This Power of Attorney shall not be revoked by any
subsequent power of attorney that the undersigned may execute, unless such
subsequent power of attorney expressly provides that it revokes this Power of
Attorney by referring to the date and subject hereof.
The
“CAUTION TO THE
PRINCIPAL” and “IMPORTANT INFORMATION FOR THE
AGENT” statements below are required under the New York General
Obligations Law. Notwithstanding anything to the contrary contained
therein, this Power of Attorney is limited to the powers granted as described
above and DOES NOT grant the attorneys-in-fact and agents the authority to spend
the undersigned’s money or sell or dispose of the undersigned’s
property.
CAUTION
TO THE PRINCIPAL: Your Power of Attorney is an important document. As
the “principal,” you give the person whom you choose (your “agent”) powers to
spend your money and sell or dispose of your property during your lifetime
without telling you. You do not lose your authority to act even
though you have given your agent similar powers. When your agent exercises these
powers, he or she must act according to any instructions you have provided, or,
where there are no specific instructions, in your best
interest. “Important Information for the Agent” near the end of this
document describes your agent’s responsibilities. Your agent can act
on your behalf only after signing the Power of Attorney before a notary
public. You can request information from your agent at any
time. You can revoke or terminate your Power of Attorney at any time
for any reason as long as you are of sound mind. If you are no longer
of sound mind, a court can remove an agent for acting
improperly. Your agent cannot make health care decisions for
you. You may execute a “Health Care Proxy” to do this. The
law governing Powers of Attorney is contained in the New York General
Obligations Law, Article 5, Title 15. This law is available at a law
library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us
or www.assembly.state.ny.us. If
there is anything about this document that you do not understand, you should ask
a lawyer of your own choosing to explain it to you.
IMPORTANT
INFORMATION FOR THE AGENT: When you accept the authority granted
under this power of attorney, a special legal relationship is created between
you and the principal. This relationship imposes on you legal
responsibilities that continue until you resign or the power of attorney is
terminated or revoked. You must:
|
|
(1)
|
act
according to any instructions from the principal, or, where there are no
instructions, in the principal’s best
interest;
|
|
|
(2)
|
avoid
conflicts that would impair your ability to act in the principal’s best
interest;
|
|
|
(3)
|
keep
the principal’s property separate and distinct from any assets you own or
control, unless otherwise permitted by
law;
|
|
|
(4)
|
keep
a record of all receipts, payments, and transactions conducted for the
principal; and
|
|
|
(5)
|
disclose
your identity as an agent whenever you act for the principal by writing or
printing the principal’s name and signing your own name as “agent” in the
following manner: (Principal’s Name) by (Your Signature) as
Agent.
|
You
may not use the principal’s assets to benefit yourself or give gifts to yourself
or anyone else unless there is a Statutory Major Gifts Rider attached to this
Power of Attorney that specifically gives you that authority. If you
have that authority, you must act according to any instructions of the
principal, or, where there are no such instructions, in the principal’s best
interest. You may resign by giving written notice to the principal
and to any co-agent, successor agent, monitor if one has been named in this
document, or the principal’s guardian if one has been appointed. If
there is anything about this document or your responsibilities that you do not
understand, you should seek legal advice.
Liability of
agent
The
meaning of the authority given to you is defined in New York’s General
Obligations Law, Article 5, Title 15. If it is found that you have
violated the law or acted outside the authority granted to you in the Power of
Attorney, you may be liable under the law for your violation.
[REMAINDER
OF PAGE LEFT BLANK]
IN
WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of
this 18th day
of December, 2009.
|
Sign:
|
/s/Linda
Griego
|
|||||
|
Print
Name:
|
Linda Griego
|
|||||
|
State
of California
|
)
|
|||||
|
County
of Los Angeles
|
)
|
ss.:
|
||||
On the
18th day
of December in the year 2009 before me, the undersigned, personally appeared
Linda Griego, proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to
me that she executed the same in her capacity, and that by her signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument.
|
/s/Jose
Leonardo Verde
|
||
|
Notary
Public
|
||
Signature
and Office of individual taking acknowledgment:
I, Louis
J. Briskman, have read the foregoing Power of Attorney. I am a person
identified therein as agent for the principal named therein. I acknowledge my
legal responsibilities to the principal.
|
Agent
signs here:
|
/s/Louis
J. Briskman
|
||
|
State
of New York
|
)
|
|
|
County
of New York
|
)
|
ss.:
|
On the
8th day
of January in the year 2010 before me, the undersigned, personally appeared
Louis J. Briskman, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
Signature
and Office of individual taking acknowledgment:
I,
Angeline C. Straka, have read the foregoing Power of Attorney. I am a
person identified therein as agent for the principal named therein. I
acknowledge my legal responsibilities to the principal.
|
Agent
signs here:
|
/s/Angeline
C. Straka
|
||
|
State
of New York
|
)
|
|
|
County
of New York
|
)
|
ss.:
|
On the
8th day
of January in the year 2010 before me, the undersigned, personally appeared
Angeline C. Straka, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that I, the undersigned director and/or officer of CBS
Corporation, a Delaware corporation (the “Corporation”), which
is to file with the Securities and Exchange Commission (the “SEC”) under the
provisions of the Securities Act of 1933 one or more Registration Statements on
Form S-8, and/or other appropriate Form, for shares of the Corporation’s Class B
Common Stock, par value $0.001 per share, and/or other interests to be issued,
hereby constitute and appoint Louis J. Briskman and Angeline C. Straka, and each
of them, my true and lawful attorneys-in-fact and agents, with full power to
act, together or each without the other, for me and in my name, place and stead,
in any and all capacities, to sign, or cause to be signed electronically any and
all of said Registration Statements (which Registration Statements may
constitute post-effective amendments to registration statements previously filed
with the SEC) and any and all amendments to the aforementioned Registration
Statements and to file said Registration Statements and amendments thereto so
signed with all exhibits thereto, and with any and all other documents in
connection therewith, with the SEC, 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 I 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.
This
Power of Attorney may be executed in counterparts and all such duly executed
counterparts shall together constitute the same instrument. This
Power of Attorney shall not revoke any powers of attorney previously executed by
the undersigned. This Power of Attorney shall not be revoked by any
subsequent power of attorney that the undersigned may execute, unless such
subsequent power of attorney expressly provides that it revokes this Power of
Attorney by referring to the date and subject hereof.
IN
WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of
this 21st day
of December, 2009.
|
Sign:
|
/s/Arnold
Kopelson
|
||||
|
Print
Name:
|
Arnold
Kopelson
|
||||
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that I, the undersigned director and/or officer of CBS
Corporation, a Delaware corporation (the “Corporation”), which
is to file with the Securities and Exchange Commission (the “SEC”) under the
provisions of the Securities Act of 1933 one or more Registration Statements on
Form S-8, and/or other appropriate Form, for shares of the Corporation’s Class B
Common Stock, par value $0.001 per share, and/or other interests to be issued,
hereby constitute and appoint Louis J. Briskman and Angeline C. Straka, and each
of them, my true and lawful attorneys-in-fact and agents, with full power to
act, together or each without the other, for me and in my name, place and stead,
in any and all capacities, to sign, or cause to be signed electronically any and
all of said Registration Statements (which Registration Statements may
constitute post-effective amendments to registration statements previously filed
with the SEC) and any and all amendments to the aforementioned Registration
Statements and to file said Registration Statements and amendments thereto so
signed with all exhibits thereto, and with any and all other documents in
connection therewith, with the SEC, 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 I 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.
This
Power of Attorney may be executed in counterparts and all such duly executed
counterparts shall together constitute the same instrument. This
Power of Attorney shall not revoke any powers of attorney previously executed by
the undersigned. This Power of Attorney shall not be revoked by any
subsequent power of attorney that the undersigned may execute, unless such
subsequent power of attorney expressly provides that it revokes this Power of
Attorney by referring to the date and subject hereof.
The
“CAUTION TO THE
PRINCIPAL” and “IMPORTANT INFORMATION FOR THE
AGENT” statements below are required under the New York General
Obligations Law. Notwithstanding anything to the contrary contained
therein, this Power of Attorney is limited to the powers granted as described
above and DOES NOT grant the attorneys-in-fact and agents the authority to spend
the undersigned’s money or sell or dispose of the undersigned’s
property.
CAUTION
TO THE PRINCIPAL: Your Power of Attorney is an important document. As
the “principal,” you give the person whom you choose (your “agent”) powers to
spend your money and sell or dispose of your property during your lifetime
without telling you. You do not lose your authority to act even
though you have given your agent similar powers. When your agent exercises these
powers, he or she must act according to any instructions you have provided, or,
where there are no specific instructions, in your best
interest. “Important Information for the Agent” near the end of this
document describes your agent’s responsibilities. Your agent can act
on your behalf only after signing the Power of Attorney before a notary
public. You can request information from your agent at any
time. You can revoke or terminate your Power of Attorney at any time
for any reason as long as you are of sound mind. If you are no longer
of sound mind, a court can remove an agent for acting
improperly. Your agent cannot make health care decisions for
you. You may execute a “Health Care Proxy” to do this. The
law governing Powers of Attorney is contained in the New York General
Obligations Law, Article 5, Title 15. This law is available at a law
library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us
or www.assembly.state.ny.us. If
there is anything about this document that you do not understand, you should ask
a lawyer of your own choosing to explain it to you.
IMPORTANT
INFORMATION FOR THE AGENT: When you accept the authority granted
under this power of attorney, a special legal relationship is created between
you and the principal. This relationship imposes on you legal
responsibilities that continue until you resign or the power of attorney is
terminated or revoked. You must:
|
|
(1)
|
act
according to any instructions from the principal, or, where there are no
instructions, in the principal’s best
interest;
|
|
|
(2)
|
avoid
conflicts that would impair your ability to act in the principal’s best
interest;
|
|
|
(3)
|
keep
the principal’s property separate and distinct from any assets you own or
control, unless otherwise permitted by
law;
|
|
|
(4)
|
keep
a record of all receipts, payments, and transactions conducted for the
principal; and
|
|
|
(5)
|
disclose
your identity as an agent whenever you act for the principal by writing or
printing the principal’s name and signing your own name as “agent” in the
following manner: (Principal’s Name) by (Your Signature) as
Agent.
|
You
may not use the principal’s assets to benefit yourself or give gifts to yourself
or anyone else unless there is a Statutory Major Gifts Rider attached to this
Power of Attorney that specifically gives you that authority. If you
have that authority, you must act according to any instructions of the
principal, or, where there are no such instructions, in the principal’s best
interest. You may resign by giving written notice to the principal
and to any co-agent, successor agent, monitor if one has been named in this
document, or the principal’s guardian if one has been appointed. If
there is anything about this document or your responsibilities that you do not
understand, you should seek legal advice.
Liability of
agent
The
meaning of the authority given to you is defined in New York’s General
Obligations Law, Article 5, Title 15. If it is found that you have
violated the law or acted outside the authority granted to you in the Power of
Attorney, you may be liable under the law for your violation.
[REMAINDER
OF PAGE LEFT BLANK]
IN
WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of
this 6th day
of January, 2010.
|
Sign:
|
/s/Douglas
P. Morris
|
||||
|
Print
Name:
|
Douglas
P. Morris
|
||||
|
State
of New York
|
)
|
||||
|
County
of New York
|
)
|
ss.:
|
|||
On the
6th day of January in the year 2010 before me, the undersigned, personally
appeared Doug P. Morris, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the
instrument.
|
/s/Susan
Vellanti
|
||
|
Notary
Public
|
||
Signature
and Office of individual taking acknowledgment:
I, Louis
J. Briskman, have read the foregoing Power of Attorney. I am a person
identified therein as agent for the principal named therein. I acknowledge my
legal responsibilities to the principal.
|
Agent
signs here:
|
/s/Louis
J. Briskman
|
||
|
State
of New York
|
)
|
||
|
County
of New York
|
)
|
ss.:
|
|
On the
8th day of January in the year 2010 before me, the undersigned, personally
appeared Louis J. Briskman, personally known to me or proved to me on the basis
of satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
Signature
and Office of individual taking acknowledgment:
I,
Angeline C. Straka, have read the foregoing Power of Attorney. I am a
person identified therein as agent for the principal named therein. I
acknowledge my legal responsibilities to the principal.
|
Agent
signs here:
|
/s/Angeline
C. Straka
|
||
|
State
of New York
|
)
|
||
|
County
of New York
|
)
|
ss.:
|
|
On the
8th day of January in the year 2010 before me, the undersigned, personally
appeared Angeline C. Straka, personally known to me or proved to me on the basis
of satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that I, the undersigned director and/or officer of CBS
Corporation, a Delaware corporation (the “Corporation”), which
is to file with the Securities and Exchange Commission (the “SEC”) under the
provisions of the Securities Act of 1933 one or more Registration Statements on
Form S-8, and/or other appropriate Form, for shares of the Corporation’s Class B
Common Stock, par value $0.001 per share, and/or other interests to be issued,
hereby constitute and appoint Louis J. Briskman and Angeline C. Straka, and each
of them, my true and lawful attorneys-in-fact and agents, with full power to
act, together or each without the other, for me and in my name, place and stead,
in any and all capacities, to sign, or cause to be signed electronically any and
all of said Registration Statements (which Registration Statements may
constitute post-effective amendments to registration statements previously filed
with the SEC) and any and all amendments to the aforementioned Registration
Statements and to file said Registration Statements and amendments thereto so
signed with all exhibits thereto, and with any and all other documents in
connection therewith, with the SEC, 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 I 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.
This
Power of Attorney may be executed in counterparts and all such duly executed
counterparts shall together constitute the same instrument. This
Power of Attorney shall not revoke any powers of attorney previously executed by
the undersigned. This Power of Attorney shall not be revoked by any
subsequent power of attorney that the undersigned may execute, unless such
subsequent power of attorney expressly provides that it revokes this Power of
Attorney by referring to the date and subject hereof.
The
“CAUTION TO THE
PRINCIPAL” and “IMPORTANT INFORMATION FOR THE
AGENT” statements below are required under the New York General
Obligations Law. Notwithstanding anything to the contrary contained
therein, this Power of Attorney is limited to the powers granted as described
above and DOES NOT grant the attorneys-in-fact and agents the authority to spend
the undersigned’s money or sell or dispose of the undersigned’s
property.
CAUTION
TO THE PRINCIPAL: Your Power of Attorney is an important document. As
the “principal,” you give the person whom you choose (your “agent”) powers to
spend your money and sell or dispose of your property during your lifetime
without telling you. You do not lose your authority to act even
though you have given your agent similar powers. When your agent exercises these
powers, he or she must act according to any instructions you have provided, or,
where there are no specific instructions, in your best
interest. “Important Information for the Agent” near the end of this
document describes your agent’s responsibilities. Your agent can act
on your behalf only after signing the Power of Attorney before a notary
public. You can request information from your agent at any
time. You can revoke or terminate your Power of Attorney at any time
for any reason as long as you are of sound mind. If you are no longer
of sound mind, a court can remove an agent for acting
improperly. Your agent cannot make health care decisions for
you. You may execute a “Health Care Proxy” to do this. The
law governing Powers of Attorney is contained in the New York General
Obligations Law, Article 5, Title 15. This law is available at a law
library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us
or www.assembly.state.ny.us. If
there is anything about this document that you do not understand, you should ask
a lawyer of your own choosing to explain it to you.
IMPORTANT
INFORMATION FOR THE AGENT: When you accept the authority granted
under this power of attorney, a special legal relationship is created between
you and the principal. This relationship imposes on you legal
responsibilities that continue until you resign or the power of attorney is
terminated or revoked. You must:
|
|
(1)
|
act
according to any instructions from the principal, or, where there are no
instructions, in the principal’s best
interest;
|
|
|
(2)
|
avoid
conflicts that would impair your ability to act in the principal’s best
interest;
|
|
|
(3)
|
keep
the principal’s property separate and distinct from any assets you own or
control, unless otherwise permitted by
law;
|
|
|
(4)
|
keep
a record of all receipts, payments, and transactions conducted for the
principal; and
|
|
|
(5)
|
disclose
your identity as an agent whenever you act for the principal by writing or
printing the principal’s name and signing your own name as “agent” in the
following manner: (Principal’s Name) by (Your Signature) as
Agent.
|
You
may not use the principal’s assets to benefit yourself or give gifts to yourself
or anyone else unless there is a Statutory Major Gifts Rider attached to this
Power of Attorney that specifically gives you that authority. If you
have that authority, you must act according to any instructions of the
principal, or, where there are no such instructions, in the principal’s best
interest. You may resign by giving written notice to the principal
and to any co-agent, successor agent, monitor if one has been named in this
document, or the principal’s guardian if one has been appointed. If
there is anything about this document or your responsibilities that you do not
understand, you should seek legal advice.
Liability of
agent
The
meaning of the authority given to you is defined in New York’s General
Obligations Law, Article 5, Title 15. If it is found that you have
violated the law or acted outside the authority granted to you in the Power of
Attorney, you may be liable under the law for your violation.
[REMAINDER
OF PAGE LEFT BLANK]
IN
WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of
this 16th day
of December, 2009.
|
Sign:
|
/s/Shari
Redstone
|
||||
|
Print
Name:
|
Shari
Redstone
|
||||
|
State
of New York
|
)
|
||||
|
County
of New York
|
)
|
ss.:
|
|||
On the
16th day
of December in the year 2009 before me, the undersigned, personally appeared
Shari Redstone, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
Signature
and Office of individual taking acknowledgment:
I, Louis
J. Briskman, have read the foregoing Power of Attorney. I am a person
identified therein as agent for the principal named therein. I acknowledge my
legal responsibilities to the principal.
|
Agent
signs here:
|
/s/Louis
J. Briskman
|
||
|
State
of New York
|
)
|
||
|
County
of New York
|
)
|
ss.:
|
|
On the
16th day
of December in the year 2009 before me, the undersigned, personally appeared
Louis J. Briskman, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
Signature
and Office of individual taking acknowledgment:
I,
Angeline C. Straka, have read the foregoing Power of Attorney. I am a
person identified therein as agent for the principal named therein. I
acknowledge my legal responsibilities to the principal.
|
Agent
signs here:
|
/s/Angeline
C. Straka
|
||
|
State
of New York
|
)
|
||
|
County
of New York
|
)
|
ss.:
|
|
On the
16th day
of December in the year 2009 before me, the undersigned, personally appeared
Angeline C. Straka, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that I, the undersigned director and/or officer of CBS
Corporation, a Delaware corporation (the “Corporation”), which
is to file with the Securities and Exchange Commission (the “SEC”) under the
provisions of the Securities Act of 1933 one or more Registration Statements on
Form S-8, and/or other appropriate Form, for shares of the Corporation’s Class B
Common Stock, par value $0.001 per share, and/or other interests to be issued,
hereby constitute and appoint Louis J. Briskman and Angeline C. Straka, and each
of them, my true and lawful attorneys-in-fact and agents, with full power to
act, together or each without the other, for me and in my name, place and stead,
in any and all capacities, to sign, or cause to be signed electronically any and
all of said Registration Statements (which Registration Statements may
constitute post-effective amendments to registration statements previously filed
with the SEC) and any and all amendments to the aforementioned Registration
Statements and to file said Registration Statements and amendments thereto so
signed with all exhibits thereto, and with any and all other documents in
connection therewith, with the SEC, 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 I 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.
This
Power of Attorney may be executed in counterparts and all such duly executed
counterparts shall together constitute the same instrument. This
Power of Attorney shall not revoke any powers of attorney previously executed by
the undersigned. This Power of Attorney shall not be revoked by any
subsequent power of attorney that the undersigned may execute, unless such
subsequent power of attorney expressly provides that it revokes this Power of
Attorney by referring to the date and subject hereof.
The
“CAUTION TO THE
PRINCIPAL” and “IMPORTANT INFORMATION FOR THE
AGENT” statements below are required under the New York General
Obligations Law. Notwithstanding anything to the contrary contained
therein, this Power of Attorney is limited to the powers granted as described
above and DOES NOT grant the attorneys-in-fact and agents the authority to spend
the undersigned’s money or sell or dispose of the undersigned’s
property.
CAUTION
TO THE PRINCIPAL: Your Power of Attorney is an important document. As
the “principal,” you give the person whom you choose (your “agent”) powers to
spend your money and sell or dispose of your property during your lifetime
without telling you. You do not lose your authority to act even
though you have given your agent similar powers. When your agent exercises these
powers, he or she must act according to any instructions you have provided, or,
where there are no specific instructions, in your best
interest. “Important Information for the Agent” near the end of this
document describes your agent’s responsibilities. Your agent can act
on your behalf only after signing the Power of Attorney before a notary
public. You can request information from your agent at any
time. You can revoke or terminate your Power of Attorney at any time
for any reason as long as you are of sound mind. If you are no longer
of sound mind, a court can remove an agent for acting
improperly. Your agent cannot make health care decisions for
you. You may execute a “Health Care Proxy” to do this. The
law governing Powers of Attorney is contained in the New York General
Obligations Law, Article 5, Title 15. This law is available at a law
library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us
or www.assembly.state.ny.us. If
there is anything about this document that you do not understand, you should ask
a lawyer of your own choosing to explain it to you.
IMPORTANT
INFORMATION FOR THE AGENT: When you accept the authority granted
under this power of attorney, a special legal relationship is created between
you and the principal. This relationship imposes on you legal
responsibilities that continue until you resign or the power of attorney is
terminated or revoked. You must:
|
|
(1)
|
act
according to any instructions from the principal, or, where there are no
instructions, in the principal’s best
interest;
|
|
|
(2)
|
avoid
conflicts that would impair your ability to act in the principal’s best
interest;
|
|
|
(3)
|
keep
the principal’s property separate and distinct from any assets you own or
control, unless otherwise permitted by
law;
|
|
|
(4)
|
keep
a record of all receipts, payments, and transactions conducted for the
principal; and
|
|
|
(5)
|
disclose
your identity as an agent whenever you act for the principal by writing or
printing the principal’s name and signing your own name as “agent” in the
following manner: (Principal’s Name) by (Your Signature) as
Agent.
|
You
may not use the principal’s assets to benefit yourself or give gifts to yourself
or anyone else unless there is a Statutory Major Gifts Rider attached to this
Power of Attorney that specifically gives you that authority. If you
have that authority, you must act according to any instructions of the
principal, or, where there are no such instructions, in the principal’s best
interest. You may resign by giving written notice to the principal
and to any co-agent, successor agent, monitor if one has been named in this
document, or the principal’s guardian if one has been appointed. If
there is anything about this document or your responsibilities that you do not
understand, you should seek legal advice.
Liability of
agent
The
meaning of the authority given to you is defined in New York’s General
Obligations Law, Article 5, Title 15. If it is found that you have
violated the law or acted outside the authority granted to you in the Power of
Attorney, you may be liable under the law for your violation.
[REMAINDER
OF PAGE LEFT BLANK]
IN
WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of
this 16th day
of December, 2009.
|
Sign:
|
/s/Frederic
V. Salerno
|
||||
|
Print
Name:
|
Frederic
V. Salerno
|
||||
|
State
of New York
|
)
|
||||
|
County
of New York
|
)
|
ss.:
|
|||
On the
16th day
of December in the year 2009 before me, the undersigned, personally appeared
Frederic V. Salerno, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
Signature
and Office of individual taking acknowledgment:
I, Louis
J. Briskman, have read the foregoing Power of Attorney. I am a person
identified therein as agent for the principal named therein. I acknowledge my
legal responsibilities to the principal.
|
Agent
signs here:
|
/s/Louis
J. Briskman
|
||
|
State
of New York
|
)
|
|
|
County
of New York
|
)
|
ss.:
|
On the
16th day
of December in the year 2009 before me, the undersigned, personally appeared
Louis J. Briskman, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||
Signature
and Office of individual taking acknowledgment:
I,
Angeline C. Straka, have read the foregoing Power of Attorney. I am a
person identified therein as agent for the principal named therein. I
acknowledge my legal responsibilities to the principal.
|
Agent
signs here:
|
/s/Angeline
C. Straka
|
||
|
State
of New York
|
)
|
|
|
County
of New York
|
)
|
ss.:
|
On the
16th day
of December in the year 2009 before me, the undersigned, personally appeared
Angeline C. Straka, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he or she executed the same in his
or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
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/s/Julianne
O’Riordan
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Notary
Public
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