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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 2001 Registration No. 333-__________ - ----------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------------- VIACOM INC. (Exact name of registrant as specified in its charter) DELAWARE 04-2949533 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1515 BROADWAY NEW YORK, NEW YORK 10036 (212) 258-6000 (Address and phone number of principal executive offices, including zip code) ---------------------------------- THE VIACOM EXCESS 401(k) PLAN (Full title of the plan) MICHAEL D. FRICKLAS, ESQ. EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY VIACOM INC. 1515 BROADWAY NEW YORK, NEW YORK 10036 (212) 258-6000 (Name, address and telephone number of agent for service) --------------------------------- CALCULATION OF REGISTRATION FEE Title of Amount to be Proposed Proposed Amount of securities registered maximum maximum registration to be offering aggregate fee registered price per offering share (1) price (1) - ------------ ------------- ------------- ------------- ---------------- Deferred $100,000,000 $23,900 Compensation Obligations - ------------ ------------ -------------- ------------- ----------------- (1) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h).

PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION.* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.* - ------------------------------------- * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the "Note" to Part I of Form S-8. 1

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents, which have been filed with or furnished to the Securities and Exchange Commission (the "Commission") by the Registrant are incorporated herein by reference and made part of this Registration Statement: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 2000; (b) The Registrant's Quarterly Reports on Form 10-Q for the periods ended March 31, 2001, June 30, 2001 and September 30,2001; and (c) The Registrant's Current Reports on Form 8-K or Form 8-K/A filed January 5, 2001, January 8, 2001, February 15, 2001, February 21, 2001, May 30, 2001, June 1, 2001, July 3, 2001, July 27, 2001 and September 20, 2001. In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934 (the "Exchange Act") subsequent to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded. ITEM 4. DESCRIPTION OF SECURITIES. The securities being registered represent obligations (the "Obligations") of the Registrant to pay to the participants in The Viacom Excess 401(k) Plan (the "Plan"), during the year after the termination of their employment, salary and bonus compensation the receipt of which the participants have elected to defer. The Obligations also represent amounts that the Registrant has credited to a participant's account under the Plan as matching contributions. Amounts credited to a participant's account are credited with earnings based on a notional investment measurement, which may be shares in investment companies registered under the Investment Company Act of 1940 (mutual funds), commingled investment funds managed by banks or registered investment advisors, bank and debt obligations, investment contracts issued by insurance companies, direct or guaranteed federal or state governmental obligations and shares of common stock that are listed on a domestic or international stock exchange, including shares of the Registrant's Class B Common Stock. The Obligations are payable in cash during the year after the termination of employment in a lump-sum distribution or in installments, at the election of the participant made in accordance with the Plan. There is no trading market for the Obligations. The Obligations are unsecured general obligations of the Registrant and rank pari passu with other unsecured and unsubordinated indebtedness of the Registrant. The Obligations are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, hypothecation, encumbrance, attachment or garnishment. Any attempt by any person to transfer or assign benefits under the Plan, other than a claim for benefits by a participant or his or her beneficiary(ies), will be null and void. The Obligations are not convertible into any other security of the Registrant. No trustee has been appointed to take action with respect to the Obligations and each participant in the Plan will be responsible for enforcing his or her own rights with respect to the Obligations. The Registrant may, but is not obligated to, set aside amounts or establish a trust or fund to serve as a source of funds from which it can satisfy the Obligations. Participants in the Plan will have no rights to any assets held in any trust or fund except as general creditors of the Registrant. Assets in any trust or fund will at all times be subject to the claims of the Registrant's general creditors. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Michael D. Fricklas, Esq., Executive Vice President, General Counsel and Secretary of Viacom Inc. who has rendered an opinion as to the enforceability of the Obligations, participates in the Plan; as of December 18, 2001, $942,919.68 of Obligations had been credited to Mr. Fricklas' account in the Plan. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 102(b)(7) of the Delaware General Corporation Law ("DGCL") allows a corporation to include in its certificate of incorporation a provision eliminating the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except in cases where the director breached his duty of loyalty to the corporation or its stockholders, failed to act in good faith, engaged in intentional misconduct or a knowing violation of the law, willfully or negligently authorized the unlawful payment of a dividend or approved an unlawful stock redemption or repurchase or obtained an improper personal benefit. The Registrant's Restated Certificate of Incorporation (the "Viacom Charter") contains provisions that eliminate directors' personal liability, in certain circumstances. Section 1 of Article VI of the Viacom Charter provides that the Registrant shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Registrant) by reason of the fact that he is or was a director, officer, employee or agent of the Registrant, or is or was serving at the request of the Registrant as a director, officer, employee or agent (including trustee) of another corporation, partnership, joint venture, trust or other enterprise, against judgments, fines, amounts paid in settlement and expenses (including attorneys' fees), actually and reasonably incurred by him in connection with such action, suit or proceedings if he acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Registrant, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Registrant, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Section 2 of Article VI of the Viacom Charter provides that the Registrant shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Registrant to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Registrant, or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Registrant, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Registrant unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which the court shall deem proper. Section 4 of Article VI of the Viacom Charter provides that any indemnification made pursuant to the above provisions (unless ordered by a court) shall be made by the Registrant only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct as set forth above. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceedings, even though less than a quorum, or (2) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders of the Registrant entitled to vote thereon. The Viacom Charter provides that to the extent that a present or former director, officer, employee or agent of the Registrant has been successful on the merits or otherwise in defense of any action, suit or proceeding referred above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by that person in connection therewith. The indemnification and advancement of expenses provided by, or granted pursuant to, the indemnification provisions of the Viacom Charter shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any statute, by- law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in that person's official capacity and as to action in another capacity while holding such office. Without limiting the foregoing, the Registrant is authorized to enter into an agreement with any director, officer, employee or agent of the Registrant providing indemnification for such person against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement that result from any threatened pending or completed actions, suit or proceeding, whether civil, criminal, administrative or investigative, including any action by or in the right of the Registrant, that arises by reason of the fact that such person is or was a director, officer, employee or agent of the Registrant, or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the full extent allowed by law, except that no such agreement shall provide for indemnification for any actions that constitute fraud, actual dishonesty or willful misconduct. The Registrant may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Registrant, or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Registrant would have the power to indemnify him against such liability under the provisions of Article VI of the Viacom Charter. Pursuant to Section 7 of Article VI of the Viacom Charter, the Registrant has purchased certain liability insurance for its officers and directors as permitted by Section 145(g) of the DGCL. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. See Exhibit Index. ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in the Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933 (the "Securities Act"), each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 21st day of December, 2001. VIACOM INC. By:/s/Michael D. Fricklas --------------------------------- Michael D. Fricklas Executive Vice President, General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-8 has been signed by the following persons in the capacities indicated on the 21st day of December, 2001. SIGNATURE TITLE * Director - --------------------------- George S. Abrams * Director - --------------------------- David R. Andelman /s/ Richard J. Bressler Senior Executive Vice - ----------------------- President Richard J. Bressler and Chief Financial Officer (Principal Financial Officer) * Director - --------------------------- George H. Conrades * Director - --------------------------- Philippe P. Dauman /s/ Susan C. Gordon Vice President, Controller - ---------------------- and Chief Accounting Officer Susan C. Gordon (Principal Accounting Officer) * Director - --------------------------- William H. Gray III /s/ Mel Karmazin Director, President and - --------------------------- Chief Operating Officer Mel Karmazin * Director - --------------------------- Jan Leschly * Director - --------------------------- David T. McLaughlin * Director - --------------------------- Leslie Moonves * Director - --------------------------- Ken Miller * Director - --------------------------- Brent D. Redstone * Director - --------------------------- Shari Redstone /s/ Sumner Redstone Director, Chairman of the - -------------------------- Board and Chief Executive Sumner M. Redstone Officer (Principal Executive Officer) * Director - --------------------------- Frederic V. Salerno * Director - --------------------------- William Schwartz * Director - --------------------------- Ivan Seidenberg * Director - --------------------------- Patty Stonesifer * Director - --------------------------- Robert D. Walter /s/ Michael D. Fricklas ------------------------------------------ * By Michael D. Fricklas as Power of Attorney

EXHIBIT INDEX EXHIBIT NO. DESCRIPTION OF DOCUMENT 4.1 Restated Certificate of Incorporation of Viacom Inc. effective May 4, 2000 (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S- 4 filed by Viacom Inc.) (File No. 333-88613), as amended by the Certificate of Amendment of Certificate of Incorporation of Viacom Inc. dated May 23, 2001 and the Certificate of Elimination of Series C Preferred Stock of Viacom Inc. dated May 23, 2001 (incorporated by reference to Exhibits 99.1 and 99.2, respectively, to the Current Report on Form 8-K of Viacom Inc. filed on May 30, 2001) (File No. 1-9553). 4.2 Amended and Restated By-laws of Viacom Inc. effective May 4, 2000 (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-4 filed by Viacom Inc.) (File No. 333-88613). 4.3* The Viacom Excess 401(k) Plan. 5.1* Opinion of Michael D. Fricklas, Executive Vice President, General Counsel and Secretary of the Registrant, as to the enforceability of the Obligations. 23.1* Consent of PricewaterhouseCoopers LLP. 23.2* Consent of KPMG LLP 23.3 Consent of Michael D. Fricklas, Executive Vice President, General Counsel and Secretary of the Registrant (included in Exhibit 5.1). 24* Powers of Attorney. - -------------------- * Filed herewith.

                                       EXHIBIT 4.3

                           VIACOM
                     EXCESS 401(k) PLAN

                   EFFECTIVE APRIL 1, 1984
               RESTATED AS OF DECEMBER 1, 1999
              AMENDED EFFECTIVE JANUARY 1, 2002


SECTION 1.     ESTABLISHMENT AND PURPOSE OF THE PLAN.

     1.1  ESTABLISHMENT. There is hereby established for the
benefit of Participants an unfunded plan of voluntarily
deferred compensation known as "The Viacom Excess 401(k)
Plan".

     1.2  PURPOSE.  The purpose of this Plan is to provide a
means by which an Eligible Employee may, in certain
circumstances, elect to defer receipt of a portion of his
Compensation.  The Plan also provides that the Company will,
in certain instances, credit the Account of a Participant
with an Employer Match.

SECTION 2.     DEFINITIONS.

          The following words and phrases as used in this
Plan have the following meanings:

     2.1  ACCOUNT.  The term "Account" shall mean a
Participant's individual account, as described in Section 4
of the Plan.

     2.2  BOARD OF DIRECTORS. The term "Board of Directors"
means the Board of Directors of the Company.

     2.3  BONUS.         Any cash bonus paid under the
Viacom Inc. Short-Term Incentive Plan and any other
comparable annual cash bonus plan sponsored by any Employer.

     2.4  COMMITTEE.     The term "Committee" means the
Retirement Committee of the Board of Directors.  The
Committee may act on its own behalf or through the actions
of its duly authorized delegate.

     2.5  COMPANY.  The term "Company" means Viacom Inc.

     2.6  COMPENSATION.  The term "Compensation" means an
Eligible Employee's annual compensation as defined in the
Viacom 401(k) Plan with the following modifications: (i) the
limitations imposed by Internal Revenue Code 401(a)(17)
shall not be taken into account, and (ii) Bonuses shall not
be excluded.

     2.7  ELIGIBLE EMPLOYEE.  The term "Eligible Employee"
means an employee of an Employer who, (i) has annual base
salary payable at a rate equal to or greater than the annual
compensation limit in effect under Internal Revenue Code
Section 401(a)(17) of the Code (as adjusted from time to
time by the Committee), and (ii) is designated by the
Committee as an employee who is eligible to participate in
the Plan.  If an employee becomes an Eligible Employee in
any Plan Year, such employee shall remain an Eligible
Employee for all future Plan Years; provided, however, that
the Committee may terminate such employee's eligibility for
the Plan if his annual base salary as of January 1, of any
Plan Year is less than the amount in clause (i) in effect
for the Plan Year in which such employer initially became an
Eligible Employee.

     2.8  EMPLOYER. The term "Employer" means the Company
and any affiliate or subsidiary that adopts the Plan on
behalf of its Eligible Employees.

     2.9  EMPLOYER MATCH.     The term "Employer Match"
means the amounts credited to a Participant's Account with
respect to a Participant's Excess Salary Reduction
Contributions and Excess Bonus Deferral Contributions
according to the rate of matching contributions contributed
by the Participant's Employer under the Viacom 401(k) Plan.
Effective January 1, 2002 for all Bonuses earned for
calendar years beginning after December 31, 2001, Excess
Bonus Deferral Contributions shall not be eligible to
receive Employer Match.

     2.10 EXCESS BONUS DEFERRAL CONTRIBUTIONS.    The term
"Excess Bonus Deferral Contributions" means the portion of
the Participant's Compensation attributable to a Bonus that
he elects to defer under the terms of this Plan.

     2.11 EXCESS SALARY REDUCTION CONTRIBUTIONS.  The term
"Excess Salary Reduction Contributions" means the portion of
a Participant's Compensation, excluding any Bonus, earned
during a Plan Year after such Participant has reached any
Limitation that he elects to defer under the terms of this
Plan.

     2.12 INVESTMENT OPTIONS. The term "Investment Options"
means the investment funds available to participants in the
Viacom 401(k) Plan, excluding the Self-Directed Brokerage
Account.

     2.13 LIMITATION.    The term "Limitation" means the
limitation on contributions to defined contribution plans
under Section 415(c), on compensation taken into account
under Section 401(a)(17), or on elective deferrals under
Section 401(k)(3) and Section 402(g) of the Internal Revenue
Code of 1986.

     2.14 PARTICIPANT.   The term "Participant" means an
Eligible Employee who elects to have Excess Salary Reduction
Contributions or Excess Bonus Deferral Contributions made to
the Plan.

     2.15 PAYMENT OPTION.     The term "Payment Option"
means the payment option election made by a Participant with
respect to the distribution of amounts credited to his
Account upon his termination of employment.

     2.16 PLAN.     The term "Plan" means "The Viacom Excess
401(k) Plan" as set forth herein, as amended from time to
time.


SECTION 3.     PARTICIPATION.

     3.1  DESIGNATION OF ELIGIBLE EMPLOYEES. The Committee
will determine all Eligible Employees as of January 1, 1996.
Each month thereafter, the Committee will designate in its
sole discretion those employees who satisfy the terms of
paragraph 2.7 as eligible to participate in the Plan.

     3.2  ELECTION TO PARTICIPATE. An Eligible Employee must
elect to participate in the Plan.  An Eligible Employee may
elect at any time after becoming eligible to begin
participation and to commence making Excess Salary Reduction
Contributions during the Plan Year by filing an election
with the Committee in accordance with this Section 3 and the
rules and regulations established by the Committee.  Such
election will be effective on a prospective basis beginning
with the payroll period that occurs as soon as
administratively practicable following receipt of the
election by the Committee.  An Eligible Employee may only
elect within 30 days of the date he becomes an Eligible
Employee to make an Excess Bonus Deferral Contribution with
respect to any Bonus scheduled to be paid in the next
succeeding calendar year.  Prior to December 31 of each Plan
Year, an Eligible Employee may elect to make an Excess Bonus
Deferral Contribution with respect to any Bonus scheduled to
be paid in the second succeeding calendar year.  For
example, prior to December 31, 1999 an Eligible Employee may
make an Excess Bonus Deferral Contribution election with
respect to any cash bonus scheduled to be paid in 2001 from
the Viacom Inc. Short-Term Incentive Plan.  An Eligible
Employee may make an Excess Bonus Deferral Contribution
election whether or not such employee previously has made,
or currently has in effect, any Excess Salary Reduction
Contribution election.

     3.3  AMENDMENT OR SUSPENSION OF ELECTION.
Participants may change (including, suspend) their existing
Excess Salary Reduction Contribution election under this
Plan during the Plan Year by filing a new election in
accordance with the prescribed administrative guidelines.
Such new election will be effective on a prospective basis
beginning with the payroll period that occurs as soon as
administratively practicable following receipt of the
election by the Committee.  A Participant will not be
permitted to make up suspended Excess Salary Reduction
Contributions, and during any period in which a
Participant's Excess Salary Reduction Contributions are
suspended, the Employer Match to the Plan will also be
suspended.  Any Excess Bonus Deferral Contribution election
is irrevocable once made and is invalid if made beyond the
dates prescribed in paragraph 3.2.

     3.4  AMOUNT OF ELECTIONS.     Each election filed by an
Eligible Employee must specify the amount of Excess Salary
Reduction Contributions in a whole percentage between 1% and
15% of the Participants' Compensation, excluding any Bonus.
Each election filed by an Eligible Employee must specify the
amount of Excess Bonus Deferral Contribution in a whole
percentage between 1% and 15% of the Participant's
applicable Bonus.  For Eligible Employees as of December 31,
1995, Compensation for Plan Year 1997 subject to Excess
Salary Reduction Contributions and Excess Bonus Deferral
Contributions shall not exceed the greater of (i) $750,000,
or (ii) such Eligible Employee's compensation, as determined
by the Committee, for the 1995 Plan Year.  For employees who
become Eligible Employees in 1996 or 1997, Compensation for
Plan Years 1996 and 1997, if applicable, subject to Excess
Salary Reduction Contributions and Excess Bonus Deferral
Contributions shall not exceed $750,000.

SECTION 4.     EMPLOYER MATCH.

     An Employer Match will be credited approximately every
two weeks to a Participant's Account with respect to the
eligible portion of Excess Salary Reduction Contributions
and, for Bonuses earned for calendar years beginning prior
to January 1, 2002, Excess Bonus Deferral Contributions, of
such Participant at the applicable rate of Matching Employer
Contributions with respect to Salary Reduction Contributions
under the Viacom 401(k) Plan.  The eligible portion of a
Participant's Excess Salary Reduction Contributions and the
eligible portion of the Excess Bonus Deferral Contribution
shall be limited to five percent (5%) of each contribution.
For employees who become eligible in 1996 and subsequent
years the eligible portion of a Participant's Excess Salary
Reduction Contributions and the eligible portion of the
Excess Bonus Deferral Contribution shall be based on
Compensation up to a maximum amount of $750,000.  For
Eligible Employees as of December 31, 1995, the eligible
portion of such Participant's Excess Salary Reduction
Contributions and the eligible portion of the Excess Bonus
Deferral Contribution for the 1997 Plan Year and each
subsequent year shall be based on Compensation up to a
maximum equal to the greater of (i) $750,000 or (ii) such
Eligible Employee's compensation, as determined by the
Committee, for the 1995 Plan Year.

SECTION 5.     INDIVIDUAL ACCOUNT.

     5.1  CREATION OF ACCOUNTS.    The Company will maintain
an Account in the name of each Participant.  Each
Participant's Account will be credited with the amount of
the Participant's Excess Salary Reduction Contributions,
Excess Bonus Deferral Contributions and Employer Match, if
any, made in all Plan Years.

     5.2  PAYMENT ACCOUNT OPTION ELECTION.

     (a)  Each Participant in the Plan as of December 1,
1999 shall elect, prior to the Plan year commencing January
1, 2000, a Payment Option that is to apply to the total of
all amounts credited to the Participant's account as of the
Participant's date of termination.  All prior Payment Option
elections made by a Participant under the terms of the Plan
as it existed prior to this Restatement with respect to all,
or any part, of a Participant's Account are hereby revoked
by the Company and shall be null and void as of December 31,
1999 or on the date a new Payment Option election is made
under the terms of this paragraph, if earlier.  If an
Eligible Employee first becomes a Participant after December
1, 1999, such Participant shall elect a Payment Option at
the same time that the Participant files his initial
election to commence participation in the Plan pursuant to
Section 3.2.

          (b)  A Participant may elect to receive his entire
Account in either (1) a single lump sum; or, (2) over a
period of two through five years in annual payments on or
about  January 31 beginning in the calendar year immediately
following the end of the Plan Year in which the Participant
terminates employment.  If no Payment Option election is
made in accordance with the terms of the Plan, a Participant
shall be deemed to have elected to receive his Account in a
single lump sum on or about January 31 of the calendar year
immediately following the end of the Plan Year in which the
Participant terminates employment.  In the event a
Participant makes a Payment Option election to receive
payments in a single lump sum, such lump sum shall be
payable on or about January 31 of the calendar year
immediately following the end of the Plan Year in which the
Participant terminates employment, unless the Participant
elects to be paid on or about January 31 of the 2nd, 3rd,
4th or 5th calendar year following the year in which the
Participant terminated employment.  In the event a
Participant elects to receive annual installment payments
over a period of two or more years, such annual payments
shall be made in substantially equal annual installments,
unless the Participant designates at the time of making his
Payment Option election a specific percentage of his Account
to be distributed in each year.  All specified percentages
must be a whole multiple of 10% and the total of all
designated percentages must be equal to 100%.

          Example 1:  If a Participant elects (or is deemed
to elect) a Payment Option that provides for a lump sum
payment and terminates employment in 2002, such lump sum
shall be paid on or about January 31 in 2003.  A Participant
alternatively could designate January 31 of 2004, 2005, 2006
or 2007 in which to receive his lump sum.

          Example 2:  If a Participant elects a Payment
Option that provides for annual installments over a period
of four years and terminates employment in 2002, each
installment paid on or about January 31, 2003 through 2006
will be comprised of approximately 25% of the Participant's
Account as of the Participant's date of termination.  A
Participant alternatively could designate 10% of his Account
to be distributed in January, 2003, 20% in January, 2004,
30% in January, 2005 and 40% in January 2006; or, any other
combination of percentages which totals 100%.

          (c)  A Participant may change his Payment Option,
and at the same time any designated percentages, no more
than three times over the course of his employment with the
Company or any affiliate.  A Participant may change an
existing Payment Option only one time in any calendar year.
Any change of a Participant's existing Payment Option
election made less than six months prior to the
Participant's termination of employment for any reason shall
be null and void and the Participant's last valid Payment
Option shall remain in effect.

     5.3  INVESTMENTS.   All Excess Salary Reduction
Contributions, Excess Bonus Deferral Contributions and
Employer Match, if any, will be credited with an amount
equal to such amount which would have been earned had such
contributions been invested in the same Investment Options
and in the same proportion as the Participant may elect,
from time to time, to have his Salary Reduction
Contributions and Matching Employer Contributions invested
under the Viacom 401(k) Plan; or if none, in the PRIMCO
Stable Value Fund (or any successor fund).  If a Participant
elects a Payment Option other than a single lump sum payable
on or about the January 31st of the calendar year following
the calendar year in which the Participant terminates
employment, all amounts credited to the Participant's
Account shall be credited with earnings based on the rate of
return in the PRIMCO Stable Value Fund (or any successor)
beginning January 1 of the calendar year following the year
in which the Participant terminates employment.  No
provision of this Plan shall require the Company or the
Employer to actually invest any amounts in any fund or in
any other investment vehicle.

     5.4  ACCOUNT STATEMENTS. Each Participant will be
given, at least annually, a statement showing (i) the amount
of Excess Salary Reduction Contributions, (ii) the amount of
Excess Bonus Deferral Contributions and (iii) the amount of
Employer Match, if any, made with respect to his Annual
Account for such Plan Year, and (iv) the balance of the
Participant's Account after crediting Investments.

SECTION 6.     PAYMENT.

     A Participant (or a Participant's beneficiary) shall be
paid the balance in his Account following termination of
employment in accordance with the Payment Options elected by
the Participant.

SECTION 7.     NATURE OF INTEREST OF PARTICIPANT.

     Participation in this Plan will not create, in favor of
any Participant, any right or lien in or against any of the
assets of the Company or any Employer, and all amounts of
Compensation deferred hereunder shall at all times remain an
unrestricted asset of the Company or the Employer.  A
Participant's rights to benefits payable under the Plan are
not subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, or encumbrance.  All payments
hereunder shall be paid in cash from the general funds of
the Company or applicable Employer and no special or
separate fund shall be established and no other segregation
of assets shall be made to assure the payment of benefits
hereunder.  Nothing contained in this Plan, and no action
taken pursuant to its provisions, shall create or be
construed to create a trust of any kind, or a fiduciary
relationship, between any Employer and a Participant or any
other person, and the Company's and each Employer's promise
to pay benefits hereunder shall at all times remain unfunded
as to the Participant.


SECTION 8.     HARDSHIP DISTRIBUTIONS AND DEFERRAL
REVOCATIONS.

     A Participant may request the Committee to accelerate
distribution of all or any part of the value of his Account
solely for the purpose of alleviating an immediate financial
emergency.  For purposes of the Plan, such an immediate
financial emergency shall mean an unanticipated emergency
that is caused by an event beyond the control of the
Participant and which would result in severe financial
hardship to the Participant if early distribution were not
permitted.  The Committee may request that the Participant
provide certifications and other evidence of qualification
for such emergency hardship distribution as it determines
appropriate.  The decision of the Committee with respect to
the grant or denial of all or any part of such request shall
be in the sole discretion of the Committee, whether or not
the Participant demonstrates an immediate financial
emergency exists, and shall be final and binding and not
subject to review.

SECTION 9.     BENEFICIARY DESIGNATION.

     A Participant's beneficiary designation for this Plan
will automatically be the same as such Participant's
beneficiary designation under the Viacom 401(k) Plan unless
a separate Designation of Beneficiary Form for this Plan has
been properly filed.

SECTION 10.    ADMINISTRATION.

     10.1 COMMITTEE.     This Plan will be administered by
the Committee, the members of which will be selected by the
Board of Directors.

     10.2 POWERS OF THE COMMITTEE. The Committee's powers
will include, but will not be limited to, the power
                    (i)  to determine who are Eligible
               Employees for purposes of participation in
               the Plan,
                    (ii) to interpret the terms and
               provisions of the Plan and to determine any
               and all questions arising under the Plan,
               including without limitation, the right to
               remedy possible ambiguities, inconsistencies,
               or omissions by a general rule or particular
               decision, and
                    (iii)     to adopt rules consistent with
               the Plan.
                    (iv) to approve certain amendments to
               the Plan.

     10.3 CLAIMS PROCEDURE.   The Committee shall have the
exclusive right to interpret the Plan and to decide any and
all matters arising thereunder.  In the event of a claim by
a Participant as to the amount of any distribution or method
of payment under the Plan, within 90 days of the filing of
such claim, unless special circumstances require an
extension of such period, such person will be given notice
in writing of any denial, which notice will set forth the
reason for the denial, the Plan provisions on which the
denial is based, an explanation of what other material or
information, if any, is needed to perfect the claim, and an
explanation of the claims review procedure.  The Participant
may request a review of such denial within 60 days of the
date of receipt of such denial by filing notice in writing
with the Committee.  The Participant will have the right to
review pertinent Plan documents and to submit issues and
comments in writing.  The Committee will respond in writing
to a request for review within 60 days of receiving it,
unless special circumstances require an extension of such
period.  The Committee, at its discretion, may request a
meeting to clarify any matters deemed appropriate.

     10.4 FINALITY OF COMMITTEE DETERMINATIONS.
Determinations by the Committee and any interpretation,
rule, or decision adopted by the Committee under the Plan or
in carrying out or administering the Plan shall be final and
binding for all purposes and upon all interested persons,
their heirs, and personal representatives.

SECTION 11.    NO EMPLOYMENT RIGHTS.

     No provisions of the Plan or any action taken by the
Company, the Board of Directors, or the Committee shall give
any person any right to be retained in the employ of any
Employer, and the right and power of the Company to dismiss
or discharge any Participant is specifically reserved.

SECTION 12.    AMENDMENT, SUSPENSION, AND TERMINATION.

     The Retirement Committee shall have the right to amend
the Plan at any time, unless provided otherwise in the
Company's governing documents.  The Board of Directors shall
have the right to suspend or terminate the Plan at any time.
No amendment, suspension or termination shall, without the
consent of a Participant, adversely affect such
Participant's rights in his account.  In the event the Plan
is terminated, the Committee shall continue to administer
the Plan in accordance with the relevant provisions thereof.

                                                 EXHIBIT 5.1


                    [Fricklas Letterhead]


                                        December 21, 2001


Viacom Inc.
1515 Broadway
New York, NY 10036

Dear Sirs:

          I am the Executive Vice President, General Counsel
and Secretary of Viacom Inc. ("Viacom").  I am delivering
this opinion in connection with the Registration Statement
on Form S-8 (the "Registration Statement") of Viacom filed
with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), with respect
to the registration of deferred compensation obligations
(the "Obligations") of Viacom to be offered and sold under
The Viacom Excess 401(k) Plan (the "Plan").

          In connection with the foregoing, I or members of
my legal staff (my "Staff") have examined the Registration
Statement, the Plan, and the originals, or copies certified
to my or my Staff's satisfaction, of such records,
documents, certificates and other instruments as I or my
Staff have deemed necessary or appropriate to enable me to
render the opinion expressed below.  As to questions of fact
material to the opinion expressed below, I or my Staff have,
when relevant facts were not independently established by me
or them, relied upon certificates of officers of Viacom or
other evidence satisfactory to me or my Staff.  In all such
examinations, I or my Staff have assumed the genuineness of
all signatures on original and certified documents, the
authenticity of all documents submitted to me or my Staff as
original documents and the conformity to original or
certified documents submitted to me or my Staff as copies.

          I am a member of the bar of the State of New York
and the opinion expressed herein is limited to matters
controlled by the laws of the State of New York and the
General Corporation Law of the State of Delaware.

          Based upon the foregoing, it is my opinion that
the Obligations, when established pursuant to the terms of
the Plan, will be valid and binding obligations of Viacom,
enforceable against Viacom in accordance with their terms
and the terms of the Plan, except as enforceability (i) may
be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting creditors' rights generally,
and (ii) is subject to general principles of equity
(regardless of whether such enforceability is considered in
a proceeding in equity or at law).

          I hereby consent to the filing of this opinion as
an exhibit to the Registration Statement.


                                   Very truly yours,


                                   /s/ Michael D. Fricklas

                                                EXHIBIT 23.1



PRICEWATERHOUSE COOPERS

                                 Pricewaterhouse Coopers LLP
                                 1301 Avenue of the Americas
                                     New York, NY 10019-6013
                                    Telephone (212) 259-1000
                                    Facsimile (212) 259-1301

             CONSENT OF INDEPENDENT ACCOUNTANTS
             -----------------------------------

We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
February 12, 2001, except for the first paragraph of note 2,
which is as of February 21, 2001 relating to the financial
statements and financial statement schedule, which appears
in Viacom Inc.'s Annual Report on Form 10-K for the year
ended December 31, 2000.



/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP

New York, New York
December 20, 2001

                                                EXHIBIT 23.2





             CONSENT OF INDEPENDENT ACCOUNTANTS
             -----------------------------------

We consent to the use of our report dated January 25, 2000,
except as to note 17, which is as of March 21, 2000, on the
consolidated financial statements of Infinity Broadcasting
Corporation and subsidiaries as of December 31, 1999 and
1998, and for each of the years in the two-year period
ended December 31, 1999 which is incorporated by reference in
this Form S-8 Registration Statement of Viacom Inc. which
is incorporated by reference from Viacom Inc.'s filing
on form 8-K dated February 21, 2001.


/s/ KPMG LLP
- ------------------------------
KPMG LLP

New York, New York
December 20, 2001

EXHIBIT 24 VIACOM INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM INC., (the "Company"), hereby constitutes and appoints Michael D. Fricklas and Mark C. Morril, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (1) a registration statement or statements on Form S-8, or such other form as may be recommended by counsel, to be filed with the Securities and Exchange Commission (the "Commission"), and any and all amendments and post-effective amendments thereto, and any and all post-effective amendments to registration statements or statements on Form S-8 previously filed with the Commission, and any and all instruments and documents filed as a part of or in connection with the said registration statement or amendments thereto, with respect to the Company's benefit and incentive plans, and (2) any registration statements, reports and applications relating thereto to be filed by the Company with the Commission and/or any national securities exchanges under the Securities Exchange Act of 1934, as amended, and any and all amendments thereto, and any and all instruments and documents filed as part of or in connection with such registration statements or reports or amendments thereto; granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorney-in-fact and agent, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of December, 2000. /s/George S.Abrams ------------------- George S. Abrams

VIACOM INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM INC., (the "Company"), hereby constitutes and appoints Michael D. Fricklas and Mark C. Morril, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (1) a registration statement or statements on Form S-8, or such other form as may be recommended by counsel, to be filed with the Securities and Exchange Commission (the "Commission"), and any and all amendments and post-effective amendments thereto, and any and all post-effective amendments to registration statements or statements on Form S-8 previously filed with the Commission, and any and all instruments and documents filed as a part of or in connection with the said registration statement or amendments thereto, with respect to the Company's benefit and incentive plans, and (2) any registration statements, reports and applications relating thereto to be filed by the Company with the Commission and/or any national securities exchanges under the Securities Exchange Act of 1934, as amended, and any and all amendments thereto, and any and all instruments and documents filed as part of or in connection with such registration statements or reports or amendments thereto; granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorney-in-fact and agent, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of December, 2000. /s/David R. Andelman --------------------- David R. Andelman

VIACOM INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM INC., (the "Company"), hereby constitutes and appoints Michael D. Fricklas and Mark C. Morril, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (1) a registration statement or statements on Form S-8, or such other form as may be recommended by counsel, to be filed with the Securities and Exchange Commission (the "Commission"), and any and all amendments and post-effective amendments thereto, and any and all post-effective amendments to registration statements or statements on Form S-8 previously filed with the Commission, and any and all instruments and documents filed as a part of or in connection with the said registration statement or amendments thereto, with respect to the Company's benefit and incentive plans, and (2) any registration statements, reports and applications relating thereto to be filed by the Company with the Commission and/or any national securities exchanges under the Securities Exchange Act of 1934, as amended, and any and all amendments thereto, and any and all instruments and documents filed as part of or in connection with such registration statements or reports or amendments thereto; granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorney-in-fact and agent, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of December, 2000. /s/George H. Conrades ----------------------- George H. Conrades

VIACOM INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM INC., (the "Company"), hereby constitutes and appoints Michael D. Fricklas and Mark C. Morril, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (1) a registration statement or statements on Form S-8, or such other form as may be recommended by counsel, to be filed with the Securities and Exchange Commission (the "Commission"), and any and all amendments and post-effective amendments thereto, and any and all post-effective amendments to registration statements or statements on Form S-8 previously filed with the Commission, and any and all instruments and documents filed as a part of or in connection with the said registration statement or amendments thereto, with respect to the Company's benefit and incentive plans, and (2) any registration statements, reports and applications relating thereto to be filed by the Company with the Commission and/or any national securities exchanges under the Securities Exchange Act of 1934, as amended, and any and all amendments thereto, and any and all instruments and documents filed as part of or in connection with such registration statements or reports or amendments thereto; granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorney-in-fact and agent, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of December, 2000. /s/Philippe P. Dauman ---------------------- Philippe P. Dauman

VIACOM INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM INC., (the "Company"), hereby constitutes and appoints Michael D. Fricklas and Mark C. Morril, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (1) a registration statement or statements on Form S-8, or such other form as may be recommended by counsel, to be filed with the Securities and Exchange Commission (the "Commission"), and any and all amendments and post-effective amendments thereto, and any and all post-effective amendments to registration statements or statements on Form S-8 previously filed with the Commission, and any and all instruments and documents filed as a part of or in connection with the said registration statement or amendments thereto, with respect to the Company's benefit and incentive plans, and (2) any registration statements, reports and applications relating thereto to be filed by the Company with the Commission and/or any national securities exchanges under the Securities Exchange Act of 1934, as amended, and any and all amendments thereto, and any and all instruments and documents filed as part of or in connection with such registration statements or reports or amendments thereto; granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorney-in-fact and agent, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of December, 2000. /s/William H. Gray III ------------------------- William H. Gray III

VIACOM INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM INC., (the "Company"), hereby constitutes and appoints Michael D. Fricklas and Mark C. Morril, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (1) a registration statement or statements on Form S-8, or such other form as may be recommended by counsel, to be filed with the Securities and Exchange Commission (the "Commission"), and any and all amendments and post-effective amendments thereto, and any and all post-effective amendments to registration statements or statements on Form S-8 previously filed with the Commission, and any and all instruments and documents filed as a part of or in connection with the said registration statement or amendments thereto, with respect to the Company's benefit and incentive plans, and (2) any registration statements, reports and applications relating thereto to be filed by the Company with the Commission and/or any national securities exchanges under the Securities Exchange Act of 1934, as amended, and any and all amendments thereto, and any and all instruments and documents filed as part of or in connection with such registration statements or reports or amendments thereto; granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorney-in-fact and agent, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of December, 2000. /s/David T. McLaughlin ------------------------ David T. McLaughlin

VIACOM INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM INC., (the "Company"), hereby constitutes and appoints Michael D. Fricklas and Mark C. Morril, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (1) a registration statement or statements on Form S-8, or such other form as may be recommended by counsel, to be filed with the Securities and Exchange Commission (the "Commission"), and any and all amendments and post-effective amendments thereto, and any and all post-effective amendments to registration statements or statements on Form S-8 previously filed with the Commission, and any and all instruments and documents filed as a part of or in connection with the said registration statement or amendments thereto, with respect to the Company's benefit and incentive plans, and (2) any registration statements, reports and applications relating thereto to be filed by the Company with the Commission and/or any national securities exchanges under the Securities Exchange Act of 1934, as amended, and any and all amendments thereto, and any and all instruments and documents filed as part of or in connection with such registration statements or reports or amendments thereto; granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorney-in-fact and agent, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of December, 2000. /s/Leslie Moonves ------------------------- Leslie Moonves

VIACOM INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM INC., (the "Company"), hereby constitutes and appoints Michael D. Fricklas and Mark C. Morril, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (1) a registration statement or statements on Form S-8, or such other form as may be recommended by counsel, to be filed with the Securities and Exchange Commission (the "Commission"), and any and all amendments and post-effective amendments thereto, and any and all post-effective amendments to registration statements or statements on Form S-8 previously filed with the Commission, and any and all instruments and documents filed as a part of or in connection with the said registration statement or amendments thereto, with respect to the Company's benefit and incentive plans, and (2) any registration statements, reports and applications relating thereto to be filed by the Company with the Commission and/or any national securities exchanges under the Securities Exchange Act of 1934, as amended, and any and all amendments thereto, and any and all instruments and documents filed as part of or in connection with such registration statements or reports or amendments thereto; granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorney-in-fact and agent, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of December, 2000. /s/Brent D. Redstone --------------------- Brent D. Redstone

VIACOM INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM INC., (the "Company"), hereby constitutes and appoints Michael D. Fricklas and Mark C. Morril, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (1) a registration statement or statements on Form S-8, or such other form as may be recommended by counsel, to be filed with the Securities and Exchange Commission (the "Commission"), and any and all amendments and post-effective amendments thereto, and any and all post-effective amendments to registration statements or statements on Form S-8 previously filed with the Commission, and any and all instruments and documents filed as a part of or in connection with the said registration statement or amendments thereto, with respect to the Company's benefit and incentive plans, and (2) any registration statements, reports and applications relating thereto to be filed by the Company with the Commission and/or any national securities exchanges under the Securities Exchange Act of 1934, as amended, and any and all amendments thereto, and any and all instruments and documents filed as part of or in connection with such registration statements or reports or amendments thereto; granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorney-in-fact and agent, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of December, 2000. /s/Frederic V. Salerno ---------------------- Frederic V. Salerno

VIACOM INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM INC., (the "Company"), hereby constitutes and appoints Michael D. Fricklas and Mark C. Morril, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (1) a registration statement or statements on Form S-8, or such other form as may be recommended by counsel, to be filed with the Securities and Exchange Commission (the "Commission"), and any and all amendments and post-effective amendments thereto, and any and all post-effective amendments to registration statements or statements on Form S-8 previously filed with the Commission, and any and all instruments and documents filed as a part of or in connection with the said registration statement or amendments thereto, with respect to the Company's benefit and incentive plans, and (2) any registration statements, reports and applications relating thereto to be filed by the Company with the Commission and/or any national securities exchanges under the Securities Exchange Act of 1934, as amended, and any and all amendments thereto, and any and all instruments and documents filed as part of or in connection with such registration statements or reports or amendments thereto; granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorney-in-fact and agent, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of December, 2000. /s/William Schwartz ----------------------- William Schwartz

VIACOM INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM INC., (the "Company"), hereby constitutes and appoints Michael D. Fricklas and Mark C. Morril, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (1) a registration statement or statements on Form S-8, or such other form as may be recommended by counsel, to be filed with the Securities and Exchange Commission (the "Commission"), and any and all amendments and post-effective amendments thereto, and any and all post-effective amendments to registration statements or statements on Form S-8 previously filed with the Commission, and any and all instruments and documents filed as a part of or in connection with the said registration statement or amendments thereto, with respect to the Company's benefit and incentive plans, and (2) any registration statements, reports and applications relating thereto to be filed by the Company with the Commission and/or any national securities exchanges under the Securities Exchange Act of 1934, as amended, and any and all amendments thereto, and any and all instruments and documents filed as part of or in connection with such registration statements or reports or amendments thereto; granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorney-in-fact and agent, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of December, 2000. /s/Ivan Seidenberg ----------------------- Ivan Seidenberg

VIACOM INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM INC., (the "Company"), hereby constitutes and appoints Michael D. Fricklas and Mark C. Morril, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (1) a registration statement or statements on Form S-8, or such other form as may be recommended by counsel, to be filed with the Securities and Exchange Commission (the "Commission"), and any and all amendments and post-effective amendments thereto, and any and all post-effective amendments to registration statements or statements on Form S-8 previously filed with the Commission, and any and all instruments and documents filed as a part of or in connection with the said registration statement or amendments thereto, with respect to the Company's benefit and incentive plans, and (2) any registration statements, reports and applications relating thereto to be filed by the Company with the Commission and/or any national securities exchanges under the Securities Exchange Act of 1934, as amended, and any and all amendments thereto, and any and all instruments and documents filed as part of or in connection with such registration statements or reports or amendments thereto; granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorney-in-fact and agent, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of December, 2000. /s/Patty Stonesifer ------------------------ Patty Stonesifer