Form Of Proxy Card For Meeting Of Cbs Corporation

Preliminary Proxy Materials


CBS CORPORATION


Proxy solicited by the Board of Directors for Special Meeting of
Shareholders, ____________, 1999
(See Joint Proxy Statement/Prospectus for discussion of item.)


The undersigned appoints ______, ______ and ______, and each of them, jointly and severally, as proxies, with power of substitution, to vote all shares of CBS Corporation common stock which the undersigned is entitled to vote on all matters which may properly come before the Special Meeting of Shareholders of CBS Corporation to be held at __________ on ______ __, 1999, beginning at ____ a.m. eastern standard time, or any adjournment thereof, including upon matters set forth in the Notice of Special Meeting dated ______ __, 1999, and the related joint proxy statement/prospectus, copies of which have been received by the undersigned, and in their discretion upon any adjournment of the meeting. Attendance of the undersigned at the meeting or any adjourned session of the meeting will not be deemed to revoke this proxy unless the undersigned affirmatively indicates the intention of the undersigned to vote the shares represented by this proxy in person before the exercise of this proxy.


(change of address)


-----------------------------------------
...