As
filed with the Securities and Exchange Commission on January 20,
2010
Registration
No.
333-124172
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 2 TO
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CBS
Corporation
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
|
04-2949533
|
|
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
(I.R.S.
Employer
Identification
No.)
|
51
West 52nd Street,
New
York, New York 10019
(212)
975-4321
(Address
of Principal Executive Offices, including zip code)
CBS
Corporation 2004 Long-Term Management Incentive Plan
(Full
Title of the Plan)
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)
EXPLANATORY
NOTE
This
Post-Effective Amendment No. 2 to the Registration Statement on Form S-8,
Registration No. 333-124172 (the “Registration Statement”), is being filed to
deregister certain shares of Class B Common Stock, par value $0.001 per share
(the “Shares”), of CBS Corporation (the “Registrant”) that were registered for
issuance pursuant to the CBS Corporation 2004 Long-Term Management Incentive
Plan (the “Plan”). The Registration Statement registered 139,990,000 Shares
issuable pursuant to the Plan to employees of the Registrant. The Registration
Statement is hereby amended to deregister 68,300,000 remaining unissued
Shares.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended (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
Post-Effective Amendment No. 2 to Registration Statement No. 333-124172 on Form
S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, State of New York, on the 20th day
of January, 2010.
CBS
CORPORATION
|
By:
|
/s/Louis
J. Briskman
|
|||
|
Name:
|
Louis
J. Briskman
|
|||
|
Title:
|
Executive
Vice President and General Counsel
|
|||
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.
|
Signature
|
Title
|
Date
|
||
|
*
|
President
and Chief Executive
|
January
20, 2010
|
||
|
Leslie
Moonves
|
Officer
and Director
|
|||
|
(Principal
Executive Officer)
|
||||
|
/s/Joseph
R. Ianniello
|
Executive
Vice President and
|
January
20, 2010
|
||
|
Joseph
R. Ianniello
|
Chief
Financial Officer
|
|||
|
(Principal
Financial Officer and Acting Principal
|
||||
|
Accounting
Officer)
|
||||
|
*
|
Executive
Chairman of the Board
|
January
20, 2010
|
||
|
Sumner
M. Redstone
|
and
Founder
|
|||
|
*
|
Director
|
January
20, 2010
|
||
|
David
R. Andelman
|
||||
|
*
|
Director
|
January
20, 2010
|
||
|
Joseph
A. Califano, Jr.
|
||||
|
*
|
Director
|
January
20, 2010
|
||
|
William
S. Cohen
|
||||
|
*
|
Director
|
January
20, 2010
|
||
|
Gary
L. Countryman
|
||||
|
*
|
Director
|
January
20, 2010
|
||
|
Charles
K. Gifford
|
||||
|
*
|
Director
|
January
20, 2010
|
||
|
Leonard
Goldberg
|
||||
|
*
|
Director
|
January
20, 2010
|
||
|
Bruce
S. Gordon
|
||||
|
*
|
Director
|
January
20, 2010
|
||
|
Linda
M. Griego
|
||||
|
*
|
Director
|
January
20, 2010
|
||
|
Arnold
Kopelson
|
||||
|
*
|
Director
|
January
20, 2010
|
||
|
Doug
Morris
|
||||
|
*
|
Director
|
January
20, 2010
|
||
|
Shari
Redstone
|
||||
|
*
|
Director
|
January
20, 2010
|
||
|
Frederic
V. Salerno
|
||||
|
*By:
|
/s/Louis
J. Briskman
|
|||
|
Louis
J. Briskman
|
||||
|
Attorney-in-fact
for the Directors
|
Exhibit
Index
|
Exhibit No.
|
Description of Document
|
|
4.1*
|
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).
|
|
4.2*
|
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).
|
|
4.3*
|
CBS
Corporation 2004 Long-Term Management Incentive Plan (formerly named the
Viacom Inc. 2004 Long-Term Management Incentive Plan) (as amended and
restated through May 25, 2006) (incorporated by reference to Exhibit 10 to
the Quarterly Report on Form 10-Q of the Registrant for the quarter ended
June 30, 2006) (File No. 001-09553).
|
|
5*
|
Opinion
of Michael D. Fricklas, Esq. as to the legality of the securities being
registered.
|
|
23.1*
|
Consent
of PricewaterhouseCoopers LLP.
|
|
23.2*
|
Consent
of Michael D. Fricklas, Esq.
|
|
24**
|
Powers
of Attorney.
|
* Previously
filed or incorporated by reference.
** Filed
herewith.
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
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||
|
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
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||
|
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.
|
/s/Julianne
O’Riordan
|
||
|
Notary
Public
|
||