AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
FEBRUARY 8, 2002
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)
---------------------------
VIACOM 401(K) PLAN
THE WESTINGHOUSE SAVINGS PROGRAM
(Full title of the plans)
---------------------------
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 Proposed Proposed
securities maximum maximum
to be Amount offering aggregate Amount of
registered to be price per offering registration
(1) registered share (2) price fee
- ---------- ------------- ----------- -------------- ------------
Class B
Common 30,000,000 $37.38 $1,121,400,000 $103,168
Stock
- -----------------------------------------------------------------
(1) Pursuant to Rule 416(c) of the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement
covers an indeterminate amount of interests to be offered or
sold pursuant to the Viacom 401(k) Plan and The Westinghouse
Savings Program (the "Plans").
(2) Pursuant to Rules 457(c) and 457(h) of the Securities Act,
the offering price and registration fee calculations are
based on the average of the high and low prices of the Class B
Common Stock, par value $.01 per share (the "Class B Common
Stock"), of Viacom Inc. (the "Registrant") on the New York
Stock Exchange consolidated reporting system on February 4,
2002.
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.
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 into 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;
(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;
(d) The description of the Class B Common Stock contained in
the Registrant's joint proxy statement/prospectus included in the
Registrant's Registration Statement on Form S-4 filed with the
Commission on November 24, 1999 (Registration No. 333-88613);
(e) Annual Report on Form 11-K for the Viacom Investment Plan
(renamed the Viacom 401(k) Plan) for the fiscal year ended
December 31, 2000; and
(f) Annual Report on Form 11-K for The Westinghouse Savings
Program for the fiscal year ended December 31, 2000.
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, as amended (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.
Not Applicable.
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 stating that under applicable state law the shares of
Class B Common Stock to which the Registration Statement relates
will be, when issued, validly issued, fully paid and
nonassessable. As of December 31, 2001, Mr. Fricklas held 46
shares of Class A Common Stock and 1,074 shares of Class B
Common Stock and held exercisable options to acquire 180,833
shares of Class B Common Stock and non-exercisable options to
acquire 254,167 shares of Class B Common Stock.
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.
The Registrant will submit the Viacom 401(k) Plan and
any amendments thereto to the Internal Revenue Service (the
"IRS") in a timely manner for a determination as to the
qualification of the Viacom 40l(k) Plan under Section 401(a) of
the Internal Revenue Code of 1986, as amended, (the "Code") and
will cause all changes required by the IRS to be made to maintain
the qualification of the Viacom 401(k) Plan.
The Registrant has submitted The Westinghouse Savings
Program to the IRS in a timely manner for a determination as to
the qualification of The Westinghouse Savings Program under
Section 401(a) of the Code and will cause all changes required by
the IRS to be made to maintain the qualification of The
Westinghouse Savings Program.
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 plans 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, 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 8th day of
February, 2002.
VIACOM INC.
By: /s/Michael D. Fricklas
-------------------------------
Name: Michael D. Fricklas
Title: 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 8th day
of February, 2002.
SIGNATURE CAPACITY
--------- ----------
* 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
Susan C. Gordon Chief Accounting Officer
(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
*By: /s/ Michael D. Fricklas
------------------------ February 8, 2002
Michael D. Fricklas,
Attorney-in-Fact
VIACOM 401(K) PLAN. Pursuant to the requirements
of the Securities Act, the trustee (or other persons who
administer the employee benefit plan) have duly caused this
Registration Statement 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 this 8th day of
February, 2002.
VIACOM 401(k) PLAN
By: /s/ William A. Roskin
-------------------------
Name: William A. Roskin
Title:Senior Vice President,
Human Resources and
Administration,
Viacom Inc.
THE WESTINGHOUSE SAVINGS PROGRAM. Pursuant to the
requirements of the Securities Act, the trustee (or other
persons who administer the employee benefit plan) have duly
caused this Registration Statement 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 this 8th day
of February, 2002.
THE WESTINGHOUSE SAVINGS PROGRAM
By: /s/ William A. Roskin
--------------------------
Name: William A. Roskin
Title: Senior Vice President,
Human Resources and
Administration,
Viacom Inc.
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* Viacom 401(k) Plan.
4.4 The Westinghouse Savings Program (incorporated by
reference to Exhibit 4.15 of the Registrant's Post-
Effective Amendment No. 1 on Form S-8 to Form S-4 filed
by the Registrant on May 5, 2000 (Registration No. 333-
88613)).
5.1* Opinion of Michael D. Fricklas, Executive Vice
President, General Counsel and Secretary of the
Registrant, as to the legality of the securities being
registered.
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.
VIACOM 401(k) PLAN
Effective as of September 1, 2001
TABLE OF CONTENTS
PAGE
ARTICLE I BACKGROUND 1
ARTICLE II DEFINITIONS 3
2.1 Accounting Period 3
2.2 Account(s) 3
2.3 Actual Deferral Percentage 3
2.4 Affiliated Company 4
2.5 After-Tax Contributions 4
2.6 Annual Addition 4
2.7 Before-Tax Contributions 4
2.8 Beneficiary 4
2.9 Board 5
2.10 Break in Service 5
2.11 Committee 5
2.12 Company 5
2.13 Compensation 5
2.14 Contribution Percentage 6
2.15 Disability 7
2.16 Earnings 7
2.17 Employee 7
2.18 Employer 7
2.19 ERISA 8
2.20 Excess Aggregate Contributions 8
2.21 Excess Salary Reduction Contributions 8
2.22 Former Participant 9
2.23 Fund 9
2.24 Highly Compensated Participant 9
2.25 Hour of Service 10
2.26 Investments Committee 10
2.27 Leased Employee 10
2.28 Matchable Contributions 11
2.29 Matching Employer Contributions 11
2.30 Merged Plans 11
2.31 Parental Leave 11
2.32 Participant 11
2.33 Payroll Period 11
2.34 Plan 11
2.35 Plan Year 11
2.36 Predecessor Company 12
2.37 Qualified Nonelective Contributions 12
2.38 Rollover Contributions 12
2.39 Severance Date 12
2.40 Stock 12
2.41 Temporary Employee 12
2.42 Trust Agreement 13
2.43 Trustee 13
2.44 Unmatched Contributions 13
2.45 Valuation Date 13
2.46 Year of Eligibility Service 13
2.47 Year of Vesting Service 13
2.48 Vesting Service 13
ARTICLE III ELIGIBILITY FOR PARTICIPATION 14
3.1 Eligibility 14
3.2 Method of Becoming a Participant 16
3.3 Reemployed Participants 16
3.4 Events Affecting Participation 17
3.5 Military Service 17
ARTICLE IV SERVICE 18
4.1 Crediting Service 18
4.2 Year of Eligibility Service 18
4.3 Year of Vesting Service 19
4.4 Additional Service Credit 20
4.5 Military Service 20
ARTICLE V CONTRIBUTIONS 21
5.1 Matchable Contributions 21
5.2 Unmatched Contributions 22
5.3 Election of Salary Reduction and After-Tax
Contributions 22
5.4 Change in Amount or Form of Contributions 23
5.5 Suspension of Contributions 23
5.6 Cessation of Contributions 23
5.7 Matching Employer Contributions 23
5.8 Remittance of Contributions to Trustee 24
5.9 Remittance of Matching Employer Contributions
to Trustee 24
5.10 Refund of Matching Employer Contributions 24
5.11 Corrections for Administrative Errors 25
5.12 Rollover Contributions 25
5.14 Limitation on Contributions 27
5.15 Military Service 27
ARTICLE VI PARTICIPANT ACCOUNTS 28
6.1 Valuation of Assets 28
6.2 Credits to Participant Accounts 28
6.3 Debits of Participant Accounts 28
6.4 Statement of Participant Accounts 28
ARTICLE VII INVESTMENT CONTRIBUTIONS 29
7.1 Investment of Before-Tax, After-Tax and
Rollover Contributions 29
7.2 Investment of Matching Employer
Contributions 29
7.3 Change in Investment Election for Future
Contributions 29
7.4 Change in Investment Election for Prior
Contributions 29
7.5 Special Investment Elections 30
7.6 Fiduciary Responsibility for Investments 30
7.7 Self-Directed Brokerage Account 30
ARTICLE VIII WITHDRAWALS DURING EMPLOYMENT 32
8.1 Withdrawals of Before-Tax Contributions,
After-Tax Contributions, Matching Employer
Contributions, Transferred Amounts, and
Rollover Contributions 32
8.2 Withdrawal Procedures 36
8.3 Funds to be Charged with Withdrawal 36
8.4 Frequency of Withdrawals 36
ARTICLE IX PARTICIPANT LOANS 38
9.1 Loan Subaccounts 38
9.2 Eligibility for Loans 38
9.3 Availability of Loans 38
9.4 Amount of Loan 39
9.5 Terms of Loan 39
9.6 Distribution and Repayment of Loan 40
9.7 Events of Default and Action Upon Default 41
9.8 Military Service 42
ARTICLE X VESTING AND TERMINATION OF EMPLOYMENT 43
10.1 Matchable, Unmatched, Qualified Nonelective
and Rollover Contributions 43
10.2 Matching Employer Contributions 43
10.3 Forfeitures 44
ARTICLE XI PAYMENT OF BENEFITS OTHER THAN WITHDRAWALS 46
11.1 Forms of Payment 46
11.2 Modification or Revocation of Form of Payment
Election 46
11.3 Stock Election 46
11.4 Consent Requirements 47
11.5 Valuation and Payment Procedures for Lump Sum
Payments 47
11.6 Valuation and Payment Procedures for Installment
Payments 48
11.8 Direct Rollover Distributions 50
ARTICLE XII ADMINISTRATION OF THE PLAN 52
12.1 Appointment Of The Retirement and Investment
Committees 52
12.2 Organization And Operation Of The
Committees 52
12.3 Expenses 53
12.4 Duties, Powers and Responsibilities of the
Retirement Committee 53
12.5 Required Information 54
12.6 Indemnification 55
12.7 Claims And Appeal Procedure 55
12.8 Liability of Committee Members 57
12.9 Reliance on Reports and Certificates 57
12.10 Member's Own Participation 57
12.11 Fiduciary Indemnification 57
12.12 Allocation of Responsibilities 57
12.13 Multiple Capacities 57
ARTICLE XIII AMENDMENT AND TERMINATION 58
13.1 Right to Amend or Terminate 58
13.2 Full Vesting on Termination/Partial
Termination of the Plan 58
13.3 Distribution of Funds Upon Termination
of the Plan 58
ARTICLE XIV GENERAL PROVISIONS 60
14.1 Employment Relationships 60
14.2 Non-Alienation of Benefits 60
14.3 Qualified Domestic Relations Order 60
14.4 Exclusive Benefit of Employees 60
14.5 Merger, Consolidation or Transfer of Assets
or Liabilities 61
14.6 Appointments of Trustee 61
14.7 Discretion of the Board of Directors and the
Retirement and or Investment Committees 61
14.8 Voting Viacom Inc. Common Stock 61
14.9 Payments to Minors and Incompetents 62
14.10 Employee's Records 62
14.11 Titles and Headings 62
14.12 Use of Masculine and Feminine; Singular
and Plural 62
14.13 Governing Law 62
ARTICLE XV NONDISCRIMINATION AND ANNUAL ADDITIONAL
LIMITATIONS 63
15.1 Limitation on Salary Reduction Contributions 63
15.2 Maximum Contribution Percentage 65
15.3 Limitation on Annual Additions 68
ARTICLE XVI TOP-HEAVY PLAN 70
16.1 General Rule 70
16.2 Top-Heavy Plan 70
16.3 Definitions 70
16.4 Requirements Applicable if the Plan is
Top-Heavy 71
ARTICLE XVII SIGNATURE 73
APPENDIX A 74
APPENDIX B 89
APPENDIX C 90
APPENDIX D 96
APPENDIX E 97
ARTICLE I
BACKGROUND
1.1 Viacom International Inc., a wholly owned
subsidiary of Viacom Inc., and its participating
subsidiaries adopted the Viacom Employee Investment Fund
effective June 4, 1971 for the purpose of providing a
convenient way for employees both to save for their
retirement and to become shareholders of Viacom Inc. The
Viacom Employee Investment Fund (renamed the Viacom
Investment Plan, effective January 1, 1984 and herein
renamed the Viacom 401(k) Plan) has been amended from time
to time after its adoption to comply with changes in law and
certain design changes.
1.2 Effective as of September 1, 2001, the "CBS
Employee Investment Fund" (the "EIF"), the "MTVi Group
Investment Plan" (the "MTVi Plan") and the "Savings and
Investment Plan for Collective Bargaining Employees of
Viacom Broadcasting of Missouri, Inc." (the "KMOV Plan"),
and the assets and liabilities thereunder, shall be merged
into the Plan. Effective as of November 1, 2001, the
"Infinity Broadcasting Corporation Employees' 401(k) Plan"
(the "Infinity Plan") and the assets and liabilities
thereunder shall be merged into the Plan. All such Plans
(and any other plans merged into the Plan prior to September
1, 2001) are collectively referred to herein as the "Merged
Plans." All provisions of the Merged Plans that are required
to be protected under Section 411(d)(6) of the Internal
Revenue Code of 1986, as amended, have been protected in
this Plan.
1.3 The resulting consolidated Viacom 401(k) Plan
constitutes an amendment to and restatement of the Viacom
Investment Plan as in effect on August 31, 2001 and is
intended to include all amendments to the Plan which are
required to be made to comply with GUST (as the Internal
Revenue Service defines that acronym). This Plan is also
intended to serve as an amendment and restatement of each of
the Merged Plans. Transition rules dealing with certain
provisions of the Merged Plans are incorporated into
Appendix A and supersede any other provisions of the Plan,
where contrary. This subsequent version of the Plan
includes all amendments effective on or before September 1,
2001. All provisions of this Plan are effective as of
September 1, 2001, except where an earlier or later
effective date is specifically stated.
1.4 It is the intention of the Employers that the
amended and restated Viacom 401(k) Plan and Trust shall
continue to be qualified and exempt under Sections 401(a)
and 501(a) of the Code, and shall qualify under such
requirements as a profit sharing plan that includes a cash
or deferred arrangement within the meaning of Section 401(k)
of the Code.
1.5 The rights of any Employee or former Employee
whose employment terminated prior to the effective date of
this restatement and the rights of the Beneficiary of such
Employee or former Employee shall be governed by the terms
of the Plan (including any merged-in or predecessor plan) as
in effect at the time of such termination of employment,
except in the event such Employee is rehired and except as
otherwise specifically provided herein, or as required by
law.
ARTICLE II
DEFINITIONS
2.1 "Accounting Period" shall mean the period of four
or five consecutive calendar weeks in a calendar month used
by each Employer in the maintenance of Participant and
Employer Accounts.
2.2 "Account(s)" shall mean with respect to any
Participant the accounts maintained by the Committee or its
designee with respect to which are allocated Before-Tax
Contributions, After-Tax Contributions, Rollover
Contributions, Matching Employer Contributions, and any
other contributions or direct transfers made to the Plan on
behalf of any Participant or Beneficiary. In addition, the
Committee shall allocate amounts and otherwise adjust each
such Account in accordance with Article VI and Appendix A.
2.3 "Actual Deferral Percentage" with respect to any
group of actively employed eligible Participants for a Plan
Year shall mean the average of the ratios (calculated
separately for each Participant in the group) of:
(a) The amount of Before-Tax Contributions
authorized by the Participant to be paid to the Trust for
such Plan Year plus the amount of any Qualified Nonelective
Contributions made for the Plan Year, divided by
(b) The Participant's Compensation for such Plan
Year.
Notwithstanding the foregoing, for purposes
of this Section, "Compensation" for any year shall mean the
total amount of wages paid by the Employer to a Participant
within the meaning of Section 3401(a) of the Code (without
regard to any rules under Section 3401(a) that limit the
remuneration included in wages based on the nature or
location of the employment or the services performed (such
as the exception for agricultural labor in Section
3401(a)(2)) and all other payments of compensation to a
Participant by an Employer (in the course of the Employer's
trade or business) for which the Employer is required to
furnish the Participant a written statement under Sections
6401(d), 6051(a)(3) and 6052 of the Code (a Form W-2),
modified to include all amounts currently not included in
the Participant's gross income by reason of Sections 125,
402(e)(3) and, effective January 1, 1998, 132(f) of the
Code. The total amount of a Participant's Compensation taken
into account for any Plan Year shall not exceed $170,000 for
2001, $200,000 for 2002, or the otherwise applicable annual
compensation limitation in effect under Section 401(a)(17)
of the Code, as adjusted by the Internal Revenue Service for
increases in the cost of living in accordance with Section
401(a)(17) of the Code and the regulations and other
guidance issued thereunder. In the case of an Employee who
begins, resumes, or ceases to be eligible to make
contributions during a Plan Year, the amount of Compensation
included in the Actual Deferral Percentage is the amount of
Compensation received by the Participant during the entire
Plan Year.
For purposes of determining Actual Deferral
Percentages, any Participant who is suspended from
participation pursuant to Sections 5.5 or 8.1(h) shall be
treated as an eligible Participant. Actual Deferral
Percentages will be determined in accordance with all
applicable requirements of Section 401(k) of the Code and
the regulations and other guidance thereunder.
2.4 "Affiliated Company" shall mean any corporation or
other entity that is required to be aggregated with the
Company pursuant to Sections 414(b), (c), (m), or (o) of the
Code but only to the extent so required.
2.5 "After-Tax Contributions" shall mean those
contributions made by Participants by means of payroll
deduction in accordance with Sections 5.2 and 5.3 and any
Periodic Special Contributions made by EIF Participants as
provided in Appendix A. After-Tax Contributions are
included in each Participant's income for Federal income and
Social Security tax purposes and are subject to the
limitations of Article XV.
2.6 "Annual Addition" shall mean for any Plan Year,
Before-Tax Contributions, Matching Employer Contributions,
Qualified Nonelective Contributions, additional Employer
contributions pursuant to Section 5.11 (which shall be
treated as Annual Additions only to the extent and for the
Plan Year (limitation year) required by regulations or other
guidance issued pursuant to Code Section 415), After-Tax
Contributions, and forfeitures, if any, allocated to a
Participant's Accounts.
2.7 "Before-Tax Contributions" shall mean pre-tax
elective contributions within the meaning of Section 401(k)
of the Code and the regulations thereunder made by
Participants in accordance with Section 5.3 Before-Tax
Contributions are subject to the limitations of Article XV.
2.8 "Beneficiary" shall mean the person designated by
the Participant to receive any death benefits payable
hereunder, including any beneficiary designation made under
a Merged Plan that has not been revoked or superseded since
the merger of such Merged Plan. Each Participant has the
right, from time to time, to change any designation of
Beneficiary. A designation or change of Beneficiary must be
in writing on forms supplied by the Committee and any change
of Beneficiary will not become effective until such change
of Beneficiary is filed with the Committee whether or not
the Participant is alive at the time of such filing;
provided, however, that any such change will not be
effective with respect to any payments made by the Trustee
in accordance with the Participant's last designation and
prior to the time such change was received by the Committee.
Notwithstanding the above, in the case of any Participant
who is married on the date of his death, the Participant's
spouse as of his date of death shall be his Beneficiary
unless she shall have consented to a different Beneficiary
on prescribed forms and before a notary public. In the
absence of an effective designation or if a named
Beneficiary shall have died, any death benefits payable
hereunder on behalf of the Participant shall be distributed
to the first of the following classes of successive
preference beneficiaries:
(1) the Participant's surviving spouse;
(2) the Participant's surviving children;
(3) the Participant's surviving parents;
(4) the Participant's surviving brothers and
sisters;
(5) the estate of the person last receiving benefits
hereunder.
Any individual who is designated as an alternate payee
in a qualified domestic relations order (as defined in
Section 414(p) of the Code) relating to a Participant's
benefits under this Plan shall be treated as a Beneficiary
hereunder, to the extent provided by such order.
2.9 "Board" shall mean the Board of Directors of the
Company, or a Committee thereof authorized to act in the
name of the Board.
2.10 "Break in Service" shall mean a period of
severance from service as determined in accordance with
Section 4.2 and Section 4.3.
2.11 "Committee" or "Retirement Committee" shall mean
the persons appointed to the Retirement Committee to
administer the Plan or its designees, in accordance with
Article XII.
2.12 "Company" shall mean Viacom Inc., a Delaware
Corporation.
2.13 "Compensation" shall mean, except as provided in
Appendix A for certain Participants of Merged Plans, a
Participant's base pay for services rendered to the Employer
paid during a Payroll Period, including all pre-tax elective
contributions made on behalf of a Participant either to a
"qualified cash or deferred arrangement" (as defined under
Code Section 401(k) and applicable regulations), a
"cafeteria plan" (as defined under Code Section 125 and
applicable regulations), or, effective January 1, 2002, a
"qualified transportation fringe" (as defined under Code
Section 132(f) and the applicable regulations) maintained by
an Employer, plus all overtime pay, annual cash bonuses
under the Company's Short-Term Incentive Plan or certain
other comparable annual cash bonus plans sponsored by the
Company or an Employer, commissions, hazard pay and shift
differential pay, but excluding (i) deferred compensation
(ii) additional compensation of every other kind, including
cash bonuses under the Company's Long Term Performance Plan.
For Participants who are eligible for the Company's Excess
Investment Plan, Compensation shall exclude cash bonuses
under the Company's Short-Term Incentive Plan and certain
other comparable annual cash bonus plans sponsored by the
Company or an Employer. The total amount of a Participant's
Compensation taken into account for any Plan Year shall not
exceed $170,000 for 2001, $200,000 for 2002, or the
otherwise applicable annual compensation limitation in
effect under Section 401(a)(17) of the Code, as adjusted by
the Internal Revenue Service for increases in the cost of
living in accordance with Section 401(a)(17) of the Code and
the regulations and other guidance issued thereunder. If
any Plan Year consists of fewer than twelve months, the
Section 401(a)(17) limitation will be multiplied by a
fraction, the numerator of which is the number of months in
the Plan Year, and the denominator of which is twelve.
2.14 "Contribution Percentage" with respect to any
specified group of actively employed eligible Participants
for a Plan Year shall mean the average of the ratios
(calculated separately for each Participant in the group)
of:
(a) the amount of Matching Employer Contributions
and After-Tax Contributions, plus the amount of any Before-
Tax Contributions recharacterized pursuant to Section
15.1(c), Before-Tax Contributions treated as Matching
Employer Contributions pursuant to Section 15.2(c), and any
Qualified Nonelective Contributions or additional Matching
Employer Contributions made pursuant to Section 15.2(c),
paid to the Trust Fund on behalf of each such Participant
for such Plan Year, to
(b) the Participant's Compensation for such Plan
Year.
Notwithstanding the foregoing, for purposes
of this Section, "Compensation" for any year shall mean the
total amount of wages paid by the Employer to a Participant
within the meaning of Section 3401(a) of the Code (without
regard to any rules under Section 3401(a) that limit the
remuneration included in wages based on the nature or
location of the employment or the services performed (such
as the exception for agricultural labor in Section
3401(a)(2)) and all other payments of compensation to a
Participant by an Employer (in the course of the Employer's
trade or business) for which the Employer is required to
furnish the Participant a written statement under Sections
6401(d), 6051(a)(3) and 6052 of the Code (a Form W-2),
modified to include all amounts currently not included in
the Participant's gross income by reason of Code Sections
125 and 402(e)(3), and, effective January 1, 1998, Code
Section 132(f). The total amount of a Participant's
Compensation taken into account for any Plan Year shall not
exceed $170,000 for 2001, $200,000 for 2002, or the
otherwise applicable annual compensation limitation in
effect under Section 401(a)(17) of the Code, as adjusted by
the Internal Revenue Service for increases in the cost of
living in accordance with Section 401(a)(17) of the Code and
the regulations and other guidance issued thereunder. In the
case of an Employee who begins, resumes, or ceases to be
eligible to make contributions during a Plan Year, the
amount of Compensation included in the Contribution
Percentage is the amount of Compensation received by the
Participant during the entire Plan Year.
For purposes of determining Contribution
Percentages, any Participant who is suspended from
participation pursuant to Sections 5.5 or 8.1(h) shall be
treated as an eligible Participant. Contribution
Percentages will be determined in accordance with the
applicable requirements of Section 401(m) of the Code and
the regulations and other guidance issued thereunder.
2.15 "Disability" shall mean a permanent and total
disability that would qualify an Employee for benefits under
the provisions of the long-term disability plan sponsored by
or participated in by the Employee's Employer. The
determination of whether a Participant has incurred a
Disability for purposes of this Plan shall be made by the
Retirement Committee or its delegate.
2.16 "Earnings" shall mean the total amount of wages
paid by the Employer to a Participant within the meaning of
Section 3401(a) of the Code (without regard to any rules
under Section 3401(a) that limit the remuneration included
in wages based on the nature or location of the employment
or the services performed (such as the exception for
agricultural labor in Section 3401(a)(2)) and all other
payments of compensation to a Participant by an Employer (in
the course of the Employer's trade or business) for which
the Employer is required to furnish the Participant a
written statement under Sections 6401(d), 6051(a)(3) and
6052 of the Code (a Form W-2). "Earnings" as defined in
the preceding sentence shall be increased by the
Participant's pre-tax elective deferrals under any plans
maintained by the Employer under Code Sections 401(k), 125
and, effective January 1, 1998, 132(f).
2.17 "Employee" shall mean an employee of the Company
or an Affiliated Company. A "Full Time Employee" means any
Employee who is classified in the Employer's employment
records as a full-time Employee. A "Part-Time Employee"
means any Employee who is classified in the Employer's
employment records as a part-time Employee. A "Freelance
Employee" means an Employee (i) of an Employer that has
designated freelance employees as being eligible to
participate in the Plan and (ii) who is classified in the
Employer's records as a Freelance Employee eligible to
participate. A Project-Based Employee means an Employee (i)
of an Employer that has designated project-based employees
as being eligible to participate in the Plan and (ii) who is
classified in the Employer's records as a Project-Based
Employee eligible to participate. Notwithstanding the
foregoing, the term "Employee" shall exclude any employee
who is a Temporary Employee and any Leased Employee.
2.18 (a) "Employer" shall include the Company and any
Affiliated Company participating in the Plan as provided in
Section 2.17(b). When used in reference to Matching
Employer Contributions for a Participant, the term
"Employer" will refer to the Employer employing such
Participant. When used in reference to the collective
obligations of all Employers in the group, the obligation of
each Employer will be proportionate to the contributions of
or on behalf of its Participants to the Plan.
(b) If any company is now or becomes an
Affiliated Company of an Employer, including the Company,
the Retirement Committee may include the Employees of that
company in the membership of the Plan upon appropriate
action by that company necessary to adopt the Plan. In that
event, or if any persons become Employees of an Employer as
the result of the merger or consolidation or as the result
of the acquisition of all or part of the assets or business
of another company, the Retirement Committee shall determine
to what extent, if any, credit and benefits shall be granted
for previous service with the subsidiary, associated or
other company, but subject to the continued qualification of
the Trust and the Plan as tax-exempt and tax-qualified under
the Code. The Retirement Committee may exclude the
Employees of any division of an Employer from membership in
the Plan upon appropriate action by the Employer; such
excluded divisions to be listed on Appendix B.
2.19 "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended from time to time, and
regulations issued pursuant to said Act.
2.20 "Excess Aggregate Contributions" shall mean with
respect to each Highly Compensated Participant, the amount
equal to the total Matching Employer Contributions made on
his behalf and his After-Tax Contributions (including Before-
Tax Contributions which are recharacterized pursuant to
Section 15.1(c)) determined prior to the application of the
leveling procedure described below minus the product of the
Participant's Contribution Percentage, determined after the
application of the leveling procedure described below,
multiplied by the Participant's Compensation, as determined
for purposes of Section 2.13. Under the leveling procedure,
the Contribution Percentage of the Highly Compensated
Participant with the highest such percentage is reduced to
the extent required to enable the limitations of Section
15.2(a) to be satisfied, or, if it results in a lower
reduction, to the extent required to cause such
Participant's Contribution Percentage to equal that of the
Highly Compensated Participant with the next highest
Contribution Percentage. This leveling procedure is
repeated until the limitations of Section 15.2(a) are
satisfied. In no case shall the amount of Excess Aggregate
Contributions with respect to any Highly Compensated
Participant exceed the After-Tax Contributions and Matching
Employer Contributions made on behalf of such Participant in
any Plan Year.
2.21 "Excess Before-Tax Contributions" shall mean with
respect to each Highly Compensated Participant, the amount
equal to total Before-Tax Contributions on behalf of the
Participant (determined after the application of Section
15.1(b) and prior to the application of the leveling
procedure described below) plus any Qualified Nonelective
Contributions made pursuant to Section 15.1(d) minus the
product of the Participant's Actual Deferral Percentage
(determined after application of Section 15.1(b) and after
the leveling procedure described below) multiplied by the
Participant's Compensation, as determined under Section 2.3.
In accordance with the regulations issued under Section
401(k) of the Code, Excess Before-Tax Contributions shall be
determined by a leveling procedure under which the Actual
Deferral Percentage of the Highly Compensated Participant
with the highest such percentage shall be reduced to the
extent required to enable the limitation of Section 15.1(a)
to be satisfied, or, if it results in a lower reduction, to
the extent required to cause such Highly Compensated
Participant's Actual Deferral Percentage to equal the Actual
Deferral Percentage of the Highly Compensated Participant
with the next highest Actual Deferral Percentage. This
leveling procedure shall be repeated until the limitations
of Section 15.1(a) are satisfied.
2.22 "Former Participant" shall mean a person whose
active participation in the Plan shall have terminated by
reason of death, Disability, retirement, transfer to an
Affiliated Company or other affiliated entity that is not an
Employer, termination of employment, or any other reason,
but who still has a participating interest in the Plan.
2.23 "Fund" shall mean the Trust Fund held by the
Trustee in accordance with the Trust Agreement. The Fund
will consist of separate investment funds ("Funds") as
herein described. The Investments Committee shall have the
authority, consistent with the terms of the Trust Agreement,
to appoint a designated investment manager (as defined in
ERISA Section 3(38)), who shall have the authority to invest
and manage all or any part of the assets of the Funds. To
the extent the Trustee is directed by the Investments
Committee or a designated investment manager, the Trustee
may invest and reinvest in collective investment funds (as
authorized by ERISA and any related governmental regulations
and rulings) maintained by the Trustee for the investment of
assets of employee benefit plans qualified under Section
401(a) and exempt under Section 501(a) of the Code whereupon
the instrument or instruments establishing such collective
investment funds, as amended from time to time, shall
constitute a part of this Plan with respect to any assets of
the Plan which are invested in such funds.
The Investments Committee shall have the authority
to determine the specific investment funds that comprise the
Funds. Effective September 1, 2001, the Funds described
herein shall consist of the funds listed on Appendix E.
2.24 "Highly Compensated Participant" , for Plan Years
beginning on or after January 1, 1997,shall include those
Employees who meet the definition of "Highly Compensated
Employee" as determined under Section 414(q) of the Code and
the regulations issued thereunder, as set forth herein. The
term "Highly Compensated Employee" includes "Highly
Compensated Active Employees" and "Highly Compensated Former
Employees" and shall be determined as follows:
(a) "Highly Compensated Active Employee" means an
Employee described in Code Section 414(q) and the
regulations thereunder, who performs services for the
Company or an Affiliated Company during the Plan Year and is
in one or more of the following groups:
(1) Employees who at any time during
the Determination Year (which shall be the Plan
Year) or the Look-Back Year (which shall be the
twelve-month period preceding the Plan Year) were
owners (as defined in Code Section 318) of more
than five percent of the outstanding stock of the
Company or an Affiliated Company, or stock
possessing more than five percent of the total
combined voting power of all stock of the Company
and its Affiliated Companies.
(2) Employees who received Compensation
during the Look-Back Year in excess of $80,000 for
2001, and $85,000 for all Plan Years beginning
after December 31, 2001 (adjusted for increases in
the cost of living at the same time and in the
same manner permitted under Code Section 415(d)).
(b) The determination of the "Highly Compensated
Participants" may be made by the Retirement Committee on the
basis of the "top-paid group" election or the substantiation
guidelines in accordance with such regulations, notices, or
other guidance issued under Code Section 414(q).
(c) A "Highly Compensated Former Employee" means
an Employee who separated from service prior to the
Determination Year, who performed no services for an
Employer during the Determination Year, and who was a Highly
Compensated Active Employee for either such Employee's
separation year or any Determination Year ending on or after
the Employee's 55th birthday.
(d) For purposes of determining Highly
Compensated Employees, "Compensation" for a Determination
Year or a Look-Back Year shall be determined in the same
manner as "Earnings" in Section 2.15 of the Plan.
(e) The determination of "Highly Compensated
Active Employee" shall be made by the Plan Administrator on
the basis of the "Top-Paid Group" election or the
substantiation guidelines in accordance with such
regulations, notices or other guidance issued under Code
Section 414(q).
2.25 "Hour of Service" shall mean each hour credited
under Section 4.2.
2.26 "Investments Committee" shall mean the persons
appointed to the Investments Committee to serve as Named
Fiduciary for purposes of the investment of Plan assets, in
accordance with Section 2.22 and Article XII.
2.27 "Leased Employee" shall mean any person as defined
in Section 414(n)(2) of the Code.
2.28 "Matchable Contributions" shall mean a
Participant's Before-Tax Contributions which are made
pursuant to Sections 5.1 and 5.3, with respect to which
Matching Employer Contributions are made.
2.29 "Matching Employer Contributions" shall mean
contributions made by each Employer in accordance with
Section 5.7 or as provided in Appendix A with respect to
certain Participants in Merged Pans and which are subject to
the limitations of Article XV.
2.30 "Merged Plans" shall mean the following plans
merged into the Plan effective September 1, 2001 or November
1, 2001, as indicated in Section 1.2: (i) the CBS Employee
Investment Fund, (ii) the Infinity Broadcasting Corporation
Employees' Savings Plan, (iii) the Savings and Investment
Plan for Collective Bargaining Employees of Viacom
Broadcasting of Missouri, Inc., and (iv) the MTVi Group
Investment Plan. Merged Plans shall also include any plan
merged into the Plan prior to September 1, 2001. Special
provisions applicable to Participants who were participants
in the Merged Plans are set forth in Appendix A.
2.31 "Parental Leave" shall mean, for purposes of
determining Vesting Service under Section 4.3, a period in
which the Employee is absent from work immediately following
his active employment because of the Employee's pregnancy,
the birth of the Employee's child or the placement of a
child with the Employee in connection with the adoption of
that child by the Employee, or for purposes of caring for
that child for a period beginning immediately following that
birth or placement. Parental Leave shall include such
periods of leave described in the Family and Medical Leave
Act of 1993 solely to the extent required thereunder.
2.32 "Participant" shall mean an Employee who meets the
eligibility requirements set forth in Article III herein and
who has on file with the Company an authorization to
withhold or reduce part of his Compensation as a periodic
contribution to the Plan or who is deemed to have authorized
the withholding or reduction of part of his Compensation as
a periodic contribution to the Plan, as provided in Section
5.7. Such term shall, if the context shall permit, include
a Former Participant.
2.33 "Payroll Period" shall mean the regular period
(whether weekly or biweekly or semimonthly or otherwise) on
which Compensation payments are based.
2.34 "Plan" shall mean the Viacom 401(k) Plan as
described herein and any amendment thereto.
2.35 "Plan Year" shall mean the twelve-month period
which begins on each January 1.
2.36 "Predecessor Company" shall mean (i) CBS, (ii)
Viacom International Inc., an Ohio Corporation (and its
legal predecessors), (iii) Paramount Communications Inc.,
(iv) Blockbuster Entertainment Corporation, (v) Infinity
Broadcasting Corporation, (vi) MTVi Group, L.P.. and (vii)
any other organization which has been acquired by the
Employer or an Affiliated Company. For purposes of this
Plan, CBS shall mean CBS Inc., a New York Corporation and
any subsidiary company related to CBS Inc. before June 4,
1971 that participated in the CBS Employee Investment Fund
and CBS Broadcasting, Inc. and any subsidiary company
related to CBS Broadcasting, Inc. as of September 1, 2001
that participated in the CBS Employee Investment Fund.
2.37 "Qualified Nonelective Contributions" shall mean
contributions that are made pursuant to Sections 15.1(d) and
15.2(c) meet the requirements of Section 401(m)(4)(C) of the
Code and the regulations issued thereunder, and which are
designated as a Qualified Nonelective Contribution for
purposes of satisfying the limitations of Sections 15.1(a)
and 15.2(a). Qualified Nonelective Contributions shall be
nonforfeitable when made and are distributable only in
accordance with the distribution and withdrawal provisions
that are applicable to Before-Tax Contributions under the
Plan; provided, however, that Qualified Nonelective
Contributions may not be withdrawn on account of financial
hardship. If any Qualified Nonelective Contributions are
made, the Company shall keep such records as necessary to
reflect the amount of such contributions made for purposes
of satisfying the limitations of Sections 15.1(a) and
15.2(a). Qualified Nonelective Contributions may be taken
into account for purposes of the limitations in Sections
15.1(a) and 15.2(a) only if the nondiscrimination and plan
aggregation conditions described in Treasury Regulation
sections 1.401(m)-1(b)(5) and 1.401(k)-1(b)(5) and any other
guidance issued thereunder are satisfied.
2.38 "Rollover Contributions" shall mean contributions
made by Participants in accordance with Section 5.12.
2.39 "Severance Date" shall mean the date upon which
service is severed as determined under Sections 4.2 and
4.3.
2.40 "Stock" shall mean any class of common or
preferred stock of Viacom Inc., a Delaware corporation;
provided, however, that effective January 1, 1995, Matching
Employer Contributions made in Stock shall be made in shares
of Class B Viacom Inc. common stock and any investment or
Participant contributions (or reallocation of the investment
of prior contributions (as provided in Article VII) shall be
made in shares of Class B Viacom, Inc. common stock.
2.41 "Temporary Employee" shall mean an employee of the
Company or an Affiliated Company who is employed on a
temporary or periodic basis where such employee from time to
time accepts, at his discretion, job assignments having a
fixed and limited duration, such as (but not limited to)
special projects to cover unusual or cyclical employment
needs, at potentially varying rates of compensation with
each job assignment and who is classified in the employer's
records as a "temporary employee."
2.42 "Trust Agreement" shall mean the trust agreement
by and among the Employers and the Trustee, dated as of
September 1, 2001, as the same may at any time and from time
to time be amended.
2.43 "Trustee" shall mean the Trustee acting under the
Trust Agreement.
2.44 "Unmatched Contributions" shall mean Before-Tax
Contributions and After-Tax Contributions made by
Participants in accordance with Sections 5.2, 5.3 and
Appendix A, with respect to which Matching Employer
Contributions are not made.
2.45 "Valuation Date" shall mean any day on which the
New York Stock Exchange or any successor to its business is
open for trading, or such other date as may be designated by
the Committee.
2.46 "Year of Eligibility Service" shall mean the
period of Service as defined in Section 4.2 which is used in
determining an Employees' eligibility to participate in the
Plan.
2.47 "Year of Vesting Service" shall mean, except as
provided in Appendix A for certain Participants of Merged
Plans, the period of Service, as defined in Section 4.3,
which is used in determining an Employee's nonforfeitable
right to Matching Employer Contributions.
2.48 "Vesting Service" shall mean, except as provided
in Appendix A for certain Participants of Merged Plans, an
Employee's service, as determined under Section 4.3.
ARTICLE III
ELIGIBILITY FOR PARTICIPATION
3.1 Eligibility:
(a) (i) Any person who is not in the employ of
an Employer on September 1, 2001 but who was a Former
Participant in this Plan on August 31, 2001, shall
automatically continue to be a Former Participant in this
Plan from and after September 1, 2001.
(ii) Any person who is not in the employ of
an Employer on September 1, 2001, but who was Former
Participant (as defined in this Plan) in the EIF, the KMOV
Plan or the MTVi Plan on August 31, 2001 shall automatically
become a Former Participant in this Plan on September 1,
2001.
(iii) Any person who is not in the
employ of an Employer on November 1, 2001, but who was a
Former Participant (as defined in this Plan) in the Infinity
Plan on October 31, 2001 shall automatically become a Former
Participant in this Plan on November 1, 2001.
(b) (i) Each Employee in the employ of an
Employer on September 1, 2001 who was a Participant in this
Plan on August 31, 2001 shall automatically continue to be a
Participant in this Plan from and after September 1, 2001.
(ii) Each Employee in the employ of an
Employer on September 1, 2001 who was a Participant in the
EIF or the MTVi Plan on August 31, 2001, shall automatically
become a Participant in this Plan on September 1, 2001.
(iii) Each Employee in the employ of an
Employer on November 1, 2001 who was a Participant in the
Infinity Plan on October 31, 2001, shall automatically
become a Participant in this Plan on November 1, 2001.
(iv) Each Employee in the employ of an
Employer on September 1, 2001 who was a Full-Time Employee
of CBS Broadcasting, Inc. (or any company related to CBS
Broadcasting, Inc. which participated in the CBS Employee
Investment Fund) on August 31, 2001 and was not a
Participant in the EIF on that date will be eligible to
become a Participant in this Plan on or after September 1,
2001 on the appropriate date after such Employee satisfies
the requirements of Section 3.2.
(v) Each Employee in the employ of an
Employer on September 1, 2001 who was an Employee (but not a
Full-Time Employee) of CBS Broadcasting, Inc. (or any
company related to CBS Broadcasting, Inc. which participated
in the CBS Employee Investment Fund) on August 31, 2001 and
was not a Participant in the EIF on that date will be
eligible to become a Participant in this Plan on the first
day of the month following the month in which he completes
one Year of Eligibility Service, provided that he is
employed by an Employer at such time and he satisfies the
requirements of Section 3.2.
(vi) Each Employee in the employ of an
Employer on September 1, 2001 and who was a Full-Time
Employee of MTVi Group, L.P. (or any company related to MTVi
Group, L.P. which participated in the MTVi Plan) on August
31, 2001 and was not a Participant in the MTVi Plan on that
date will be eligible to become a Participant in this Plan
on or after September 1, 2001, on the appropriate date after
such Employee satisfies the requirements of Section 3.2.
(vii) Each Employee in the employ of an
Employer on September 1, 2001 who was a Part-Time Employee
of MTVi Group, L.P. (or any company related to MTVi Group,
L.P. which participated in the MTVi Plan) on August 31, 2001
and who was not a Participant in the MTVi Plan on that date
will be eligible to become a Participant in this Plan on the
first day of the month following the month in which he
attains age 18 and completes two hundred and fifty (250)
Hours of Service, provided that he is employed by an
Employer at such time and he satisfies the requirements of
Section 3.2
(viii) Each Employee in the employ of an
Employer on September 1, 2001 who was a Freelance Employee
of MTVi Group, L.P. (or any company related to MTVi Group,
L.P. which participated in the MTV Plan) on August 31, 2001
and who was not a Participant in the MTVi Plan on that date
will be eligible to become a Participant in this Plan on the
first day of the month following the month in which he
attains age 18 and completes one Year of Eligibility
Service, provided that he is employed by an Employer at such
time and he satisfies the requirements of Section 3.2
(c) (i) Each Full-Time Employee of an Employer
(other than those subject to subsection (b) above) will be
eligible to become a Participant on the day he attains age
21, provided that he is employed by an Employer at such time
and satisfies the requirements of Section 3.2.
(iii) Each Part-Time Employee, Freelance
Employee or Project-Based Employee of an Employer (other
than those subject to subsection (b) above) will be eligible
to become a Participant on the first day of the month
following the month in which he attains age 21 and completes
one Year of Eligibility Service, provided that he is
employed by an Employer at such time and satisfies the
requirements of Section 3.2.
(d) Notwithstanding the foregoing, the following
persons are not eligible to participate under the Plan: (i)
Temporary Employees, (ii) any Employee who is a non-resident
alien of the United States, (iii) any Employee included in a
group determined by the Board not to be eligible for
participation in the Plan, (iv) any Employee included in a
classification of hourly employees whose terms and
conditions of employment are subject to the provisions of a
collective bargaining agreement, unless the terms of the
collective bargaining agreement provide for eligibility for
participation in the Plan, (v) any Employee of a foreign
Employer who is a United States citizen, unless specifically
determined by the Company to be eligible for participation
in the Plan, (v) a Leased Employee, (vi) Employees who do
not receive payment for services directly from the United
States payroll of the Company or an Employer, employees of
employment agencies that are not Affiliated Companies, and
persons whose services are rendered pursuant to written
arrangements which expressly recite that the service
provider is not eligible for participation in any benefit
plan sponsored by or contributed to by the Company or an
Affiliated Company and, (vii) any Employee of an Affiliated
Company that is not an Employer.
It is expressly intended that individuals not
treated as common law employees by an Employer on their
payroll records are to be excluded from Plan participation
even if a court or administrative agency later determines
that such individuals are common law employees of an
Employer and not independent contractors.
(e) The preceding notwithstanding, any Part-
Time, Freelance Employee or Project-Based Employee who has
satisfied the applicable service requirements prior to
commencing employment with the Employer by reason of prior
service credited under Section 4.1 will be eligible to
become a Participant on the first day of his employment with
the Employer.
3.2 Method of Becoming a Participant:
(a) Any person who first becomes an Employee of an Employer
on or after September 1, 2001, and who, upon becoming an
Employee of an Employer is immediately eligible to participate
in the Plan pursuant to Section 3.1, shall be deemed to have
elected to become a Participant under the terms specified in
Section 5.3(b).
(b) Any other eligible Employee may become a Participant (and
any eligible Employee may resume participation in accordance
with Section 5.5) by making written, telephonic or electronic
application to participate in the Plan under the appropriate
procedures prescribed by the Committee. An Employee's
participation will become effective as soon as is
administratively practical following the date such election is
received and processed by the Committee or its delegate.
3.3 Reemployed Participants: An Employee who was a
Participant in the Plan or who satisfied the requirements of
Section 3.1 but did not enroll under Section 3.2 and whose
employment with an Employer has terminated but who
subsequently is reemployed shall again become a Participant
or eligible to become a Participant on the first date on
which he is reemployed by an Employer, satisfies the
requirements of Section 3.2 and completes an Hour of
Service. A Part-Time Employee, Freelance Employee or
Project-Based Employee who did not satisfy the requirements
of Section 3.1 and whose employment with an Employer has
terminated shall, after an one-year Break in Service, be
treated as a newly-hired Employee upon his reemployment by
an Employer. A Part-Time Employee, Freelance Employee or
Project-Based Employee who did not satisfy the requirements
of Section 3.1 and whose employment with an Employer has
terminated shall, if he is rehired before the end of a
one-year Break in Service, be eligible to become a
Participant in accordance with Sections 3.1 and 3.2, with
his Hours of Service being measured from his original date
of hire. In all such cases, Vesting Service for periods
after reemployment shall be determined in accordance with
the provisions of the Plan in effect during such
reemployment.
3.4 Events Affecting Participation. If a Participant
is transferred to employment with an Affiliated Company, or
any other business affiliated with the Company, that is not
participating in the Plan, or is transferred to a
classification of employment with the Company or an
Affiliated Company that makes him ineligible to participate
under Section 3.1, his active participation under the Plan
shall be suspended. During the period of his employment in
such ineligible position, he shall not be eligible to have
amounts deferred, contributed, or allocated to his account
under Sections 5.1, 5.2, or 5.7.
3.5 Military Service. Notwithstanding any other
provision of the Plan to the contrary, effective December
12, 1994, contributions, benefits and service credit with
respect to qualified military service will be provided in
accordance with Section 414(u) of the Code.
ARTICLE IV
SERVICE
4.1 Crediting Service. Except as otherwise provided,
Service with respect to any Employee shall mean periods of
employment with the Company, an Affiliated Company (on or
after the date of affiliation unless determined otherwise by
the Retirement Committee), and any predecessor corporation
of an Employer, or a corporation merged, consolidated or
liquidated into the Employer or a predecessor of the
Employer, or a corporation, substantially all of the assets
of which have been acquired by the Employer, if the Employer
maintains a plan of such a predecessor corporation or
corporation whose assets were acquired. If the Employer
does not maintain a plan maintained by such a predecessor,
periods of employment with such a predecessor shall be
credited as Service only to the extent required under
regulations prescribed by the Secretary of the Treasury
pursuant to Section 414(a)(2) of the Code.
In all events, periods of service recognized in a
Merged Plan on behalf of a Participant shall be recognized
as Eligibility Service and as Vesting Service, as
appropriate, under the Plan on behalf of such Participant
and in no event will a Participant be credited with less
Eligibility Service or Vesting Service under the Plan than
the service with which the Participant was credited under
the terms of a Merged Plan on the effective date of the
applicable merger.
4.2 Year of Eligibility Service: A Part-Time,
Freelance or Project-Based Employee shall complete a Year of
Eligibility Service if he completes at least 1,000 Hours of
Service during the twelve consecutive month period beginning
with the date the Employee commences employment or
re-employment with the Company or an Affiliated Company or
during the Plan Year commencing within such twelve-month
period or any Plan Year thereafter. No Eligibility Service
is counted for any computation period in which such Employee
completes less than 1,000 Hours of Service. For purposes of
applying Section 3.3 to any such Employee, a one-year Break
in Service shall occur if the Employee completes less than
501 Hours of Service in any computation period. An "Hour of
Service" means, with respect to any applicable computation
period, the number of hours recorded on the Employee's time
sheets or other records used by the Employer to record an
Employee's time for which he is directly or indirectly
compensated by an Employer or the number of hours for which
the Employee is directly or indirectly compensated by an
Affiliated Company, an other affiliated entity or a
Predecessor Company if such Predecessor Company maintained a
qualified plan which is continued by an Employer, but only
if such service with an Affiliated or Predecessor Company or
other affiliated entity otherwise meets the requirements of
this section and only to the extent the Board of Directors
by resolution specifically so determines, consistent with
regulations adopted by the Secretary of the Treasury;
provided that seven hours shall be credited for each
calendar day which is a scheduled workday for the Employer,
Affiliated Company, Predecessor Company or other affiliated
entity, up to a total of 501 Hours of Service on account of
any single continuous period during which the Employee
performs no duties and for which the Employee is on:
(i) an unpaid leave approved by the Employer,
including a personal leave of absence, vacation leave, sick
leave or disability leave approved by the Employer, provided
he returns to Employment upon the expiration of such leave,
(ii) unpaid jury duty, or
(iii) any period of military service in the
Armed Forces of the United States required to be credited by
law; provided, however, that the Employee returns to the
employment of the Company, Affiliated Company or predecessor
or other employer described in this Section 4.2 within the
period his or her reemployment rights are protected by law.
The term Hour of Service shall also include
each hour for which back pay, irrespective of mitigation of
damages, has been awarded or agreed by an Employer. Such
Hours of Service shall be credited to the Employee for the
Plan Year or Years to which the award pertains.
Hours of Service as defined above shall be
computed and credited in accordance with paragraphs (b) and
(c) of section 2530.200b-2 of the Department of Labor
Regulations.
4.3 Year of Vesting Service: Except as provided in
Appendix A for certain Participants in Merged Plans, an
Employee's Vesting Service shall be measured in years and
days (with each consecutive 365 days of Service being
equivalent to one Year of Vesting Service) from the date on
which employment commences with the Company or an Affiliated
Company (including periods of employment credited pursuant
to Section 4.1) to the Employee's Severance Date. Vesting
Service shall be equal to the sum of (1) the Employee's
Vesting Service as of December 31, 1995, determined under
the provisions of the Plan as then in effect, plus (2) the
Employee's Vesting Service under this Section 4.2(a),
determined as if the Employee's date of hire were January 1,
1996. Vesting Service shall include, by way of illustration
but not by way of limitation, the following periods:
(a) Any leave of absence from employment which
is authorized by the Company, by an Affiliated Company or
predecessor, or other employer described in Section 4.1; and
(b) Any period of military service in the Armed
Forces of the United States required to be credited by law;
provided, however, that the Employee returns to the
employment of the Company, Affiliated Company or predecessor
or other employer described in Section 4.1 within the period
his or her reemployment rights are protected by law.
Fractional years shall be disregarded; provided,
however, that all Years of Vesting Service prior to and
subsequent to any period of severance shall be aggregated.
Notwithstanding the foregoing, if an Employee's Vesting
Service is severed but he is reemployed within the 12
consecutive month period commencing on his Severance Date,
the period of severance shall constitute Vesting Service.
An Employee's "Severance Date" means the earlier
of the date on which he resigns, retires, is discharged or
dies, or the first anniversary of the date on which he is
first absent from service, with or without pay, for any
other reason such as vacation, sickness, disability, or
leave of absence; provided, however, that if an Employee is
absent beyond such first anniversary date by reason of
Parental Leave, his Severance Date shall be the second
anniversary of the first date of such absence. The
twelve-month period beginning on the first anniversary of
the first date of such absence and ending on the second
anniversary of such absence shall be a year of absence and
shall not be credited to the Employee as a Year of Vesting
Service nor as a period of severance under the Plan. A
one-year period of severance shall occur if an Employee's
employment is severed and the Employee is not reemployed
within the 12 consecutive month period commencing on his
Severance Date.
4.4 Additional Service Credit: The Retirement
Committee, in its sole discretion, may provide additional
credit for purposes of determining Eligibility Service or
Vesting Service, for periods not required to be credited
under this Article IV.
4.5 Military Service: Notwithstanding any other
provision of the Plan to the contrary, effective December
12, 1994, contributions, benefits and service credit with
respect to qualified military service will be provided in
accordance with Section 414(u) of the Code.
ARTICLE V
CONTRIBUTIONS
5.1 Matchable Contributions:
(a) Except as provided in Appendix A for certain
Participants in Merged Plans, a Participant's Matchable
Contributions shall mean those contributions made by his
Employer as Before-Tax Contributions (including any Before-
Tax Contributions which are recharacterized pursuant to
Section 15.1(c)), which may be in an amount equal to a
stated whole percentage, as indicated in 5.1(b) below, of
his Compensation, subject to Section 5.14.
(b) Except as provided in Appendix A for certain
Participants in Merged Plans, for Payroll Periods beginning
prior to February 1, 2002, the amount of a Participant's
Before-Tax Contribution that is eligible to be Matchable
Contributions, as a stated whole percentage of Compensation,
is determined as a percentage of Prior Year Base Pay (as
defined in subsection (c)) according to the following:
Prior Year Base Pay Matchable Contribution
Up to $65,000 1% to 6%
More than $65,000 1% to 5%
(c) Solely for purposes of 5.1(b) above, a
Participant's Prior Year Base Pay shall be determined as
follows:
(i) For Employees who become Participant
prior to September 1 of a Plan Year, the Participant's
annual rate of base pay as of September 1 of the preceding
Plan Year, or if later, the date the Participant first
became an Employee of an Employer.
(iii) For Employees who become Participants
on or after September 1 of a Plan Year:
(A) For the initial Plan Year of
participation, the Participant's annual rate of base pay as
of the date the Participant became an Employee of an
Employer or, if later, September 1 of the preceding Plan
Year.
(B) For each subsequent Plan Year, the
Participant's annual rate of base pay as of September 1 of
the preceding Plan Year.
(d) For Payroll Periods beginning on or after
February 1, 2002, the amount of a Participant's Before-Tax
Contribution, if any, that is eligible to be Matchable
Contributions, as a stated whole percentage of Compensation,
shall not exceed 5%. The determination of the amount (not
to exceed 5%) that shall be eligible to be Matchable
Contributions is entirely within the discretion of the
Board, to be determined on an annual basis.
5.2 Unmatched Contributions: A Participant's
Unmatched Contributions shall mean (i) those contributions
in excess of Matchable Contributions made by his Employer as
Before-Tax Contributions, that may be in an amount equal to
a stated whole percentage that, when added to such Matchable
Contributions, does not exceed 15% of his Compensation, and
(ii) those contributions made by the Employee as After-Tax
Contributions, that may be in an amount equal to a stated
whole percentage from 1% to 15%, inclusively, of his
Compensation. Notwithstanding the foregoing, in no event
shall the contributions made under this Section 5.2(i) and
5.2(ii) (exclusive of Periodic Special Contributions, as
provided in Appendix A), when added to the Participant's
Matchable Contributions made under Section 5.1, exceed 15%
of the Participant's Compensation, subject to Section 5.14.
5.3 Election of Before-Tax and After-Tax
Contributions:
(a) Subject to Sections 5.1 and 5.2, and
subsection (b) below each Participant may authorize through
written, telephonic or electronic instructions (pursuant to
procedures prescribed by the Retirement Committee) his
Employer to contribute Before-Tax Contributions to the Plan
on his behalf by payroll deduction, for each Payroll Period
within an Accounting Period, which shall be designated as
Matchable Contributions to the extent of the percentage
determined under Section 5.1(b) and 5.1(d), whichever is
applicable of his Compensation and which shall be designated
as Unmatched Contributions to the extent such amounts exceed
the applicable percentage, of his Compensation for such Plan
Year. Each Participant may, in addition to Before-Tax
Contributions, make an election (pursuant to procedures
prescribed by the Committee) to contribute After-Tax
Contributions to the Plan by means of payroll deduction
for each Payroll Period in an Accounting Period. Such
elections will be effective for the first Payroll Period
next following the date the election is received by the
Retirement Committee. Notwithstanding the foregoing, EIF
Participants may make Periodic Special Contributions to the
Plan as provided in Appendix A.
(b) Any Employee described in Section 3.2(a)
shall be deemed to have authorized his Employer to make
Before-Tax Contributions to the Plan on his behalf by
payroll deduction, for each Payroll Period within an
Accounting Period, in an amount equal to 3% of his
Compensation and which shall be designated as Matchable
Contributions. Any such deemed authorization shall, in
general, take effect as soon as administratively practicable
following the 45th day after the Employee becomes eligible
to participate in the Plan. However, a deemed authorization
shall not take effect if, during such 45-day period, the
Employee makes an affirmative election (including an
affirmative election not to participate or to contribute 0%
of his Compensation), through written, telephonic or
electronic instructions (pursuant to procedures prescribed
by the Retirement Committee).
5.4 Change in Amount or Form of Contributions: The
percentage of Compensation designated (or deemed designated,
as provided in Section 5.3(b)) by the Participant as his
Before-Tax Contributions or After-Tax Contributions will
continue in effect, notwithstanding any change in his
Compensation, until he elects to change such percentage. A
Participant, by making an election in the manner approved by
the Committee (including electronic or telephonic
instruction as prescribed by the Committee) may change the
foregoing percentages at any time in the Plan Year, subject
to the limitations herein. Any such change, including a
complete suspension, will become effective as of the first
Payroll Period practicable following the date such election
is processed, and provided, further, that if a Participant's
Before-Tax Contributions or After-Tax contributions are
reduced in accordance with Section 15.1(b) or 15.2(b), such
a reduction will become effective as of the first Payroll
Period practicable which begins after the date such
reduction is determined by the Committee.
5.5 Suspension of Contributions: If a Participant
elects to suspend his or her Matchable Contributions to the
Plan in accordance with Section 5.4, all Matching Employer
Contributions to the Participant's Account will also be
suspended.
5.6 Cessation of Contributions: After-Tax
Contributions and Before-Tax Contributions of a Participant
will cease to be effective with the Payroll Period that ends
immediately prior to or coincident with:
(a) the Participant's transfer to (i) an
Affiliated Company which is not an Employer, (iii) Spelling
Entertainment Group Inc. or (iv) such other entity with
which the Employer has an affiliation and that is designated
by the Committee in its discretion, in which case the
Participant's contributions shall be involuntarily suspended
for the duration of his employment with such Affiliated
Company or entity; if such an employee again becomes an
eligible Employee and elects (or is deemed to have elected)
to become a Participant, he must follow the procedure
outlined in Section 3.2.
(b) the Participant's termination of employment
for any reason including retirement, death or Disability.
(c) the Participant's withdrawal of amounts
pursuant to Section 8.1(h), but only to the extent required
by such Section .
5.7 Matching Employer Contributions:
(a) Except as provided in Appendix A for certain
participants in Merged Plans, for each Accounting Period
beginning prior to February 1, 2002, and subject to Section
5.14, each Employer will contribute an amount equal to 50%
of the Matchable Contributions to the Plan made during such
Accounting Period on behalf of a Participant of such
Employer. Such contributions shall not be limited by the
current or accumulated profits of the Employers. In
accordance with Section 15.2(c), additional Matching
Employer Contributions may be made in order to comply with
the requirements of Section 15.2(a).
(b) No less frequently than for each Accounting
Period beginning on or after February 1, 2002, and subject
to Section 5.14, each Employer may contribute an amount
equal to a percentage of the Matchable Contributions to the
Plan made during such Accounting Period on behalf of a
Participant of such Employer. Whether a Matching Employer
Contribution is made, how much the Employer shall contribute
for each dollar of a Participant's Matchable Contributions
to the Plan for such Accounting Period, and the other terms
of the Matching Employer Contribution, are entirely within
the discretion of the Board, to be determined on an annual
basis. Such contributions shall not be limited by the
current or accumulated profits of the Employers. In
accordance with Section 15.2(c), additional Matching
Employer Contributions may be made in order to comply with
the requirements of Section 15.2(a).
5.8 Remittance of Contributions to Trustee: Amounts
deducted from payroll as After-Tax Contributions and Before-
Tax Contributions will be remitted to the Trustee as soon as
such contributions can reasonably be segregated from the
Employer's general assets. Such amounts shall be credited
to the Accounts of the respective Participants in accordance
with such Participants' investment elections.
5.9 Remittance of Matching Employer Contributions to
Trustee: Matching Employer Contributions will be made in
cash or in Stock, as determined by the Board, and as may be
permitted by the terms of the Trust Agreement. Amounts
contributed by the Employer will be remitted to the Trustee
as soon as practicable after the end of a Payroll Period and
the Trustee shall purchase Stock with the amounts so paid to
it, and credit such amounts to the Viacom Stock Fund. The
Retirement Committee shall credit such Stock to the Accounts
of the respective Participants whose contributions are so
paid to the Trustee.
5.10 Refund of Matching Employer Contributions: All
Matching Employer Contributions are hereby conditioned on
them being allowed as a deduction for federal income tax
purposes by the Employer. A Matching Employer Contribution
shall be, as determined by the Retirement Committee,
refunded to the Employer, used to reduce future Matching
Employer Contributions or used to defray administrative
expenses, if such contribution:
(a) was made by a mistake of fact; or
(b) was made conditioned upon the contribution
being allowed as a deduction for federal income tax purposes
and such deduction is disallowed, including any advance
determination of disallowance pursuant to any guidance
issued by the Internal Revenue Service.
The permissible refund under (a) must be made within
one year from the date the contribution was made to the
Plan, and under (b) must be made within one year from the
date of disallowance of the tax deduction. Earnings
attributable to the contributions to be returned to the
Employer will not be returned to the Employer, but losses
attributable to such contributors will reduce the amount to
be returned.
5.11 Corrections for Administrative Errors: If, with
respect to any Plan Year, any Participant's Account is not
credited with the amounts of Matchable Contributions,
Unmatched Contributions, Matching Employer Contributions,
Qualified Nonelective Contributions, if any, or earnings on
any such contributions to which such Participant is entitled
under the Plan, or if an error is made with respect to
the investment of the assets of the Fund which error results
in an error in the amount credited to a Participant's
Account, and such failure is due to administrative error in
determining or allocating the proper amount of such
contributions or earnings, the Employer may make additional
contributions to the Account of any affected Participant to
best place the affected Participant's Account in the
position approximating the position that would have existed
if the error had not been made.
In addition, with respect to any Plan Year, if an
administrative error results in an amount being credited to
an Account for a Participant or any other individual who is
not otherwise entitled to such amount, corrective action may
be taken by the Committee, including, but not limited to, a
direction by the Committee to forfeit amounts erroneously
credited (with such forfeitures to be used to reduce future
Matching Employer Contributions or other contributions to
the Plan), reallocate such erroneously credited amounts to
other Participants' Accounts, or take such other corrective
action as necessary under the circumstances.
Any Plan administration error may be corrected using
any appropriate correction method permitted under the
Employee Plans Compliance Resolution System (or any
successor procedure), as determined by the Committee in its
discretion.
5.12 Rollover Contributions:
(a) A Participant may, with the approval of the
Committee, make a Rollover Contribution. An Employee who
has not completed the eligibility requirements in Article
III of the Plan may participate in the Plan solely for
purposes of the rollover contribution provisions hereunder.
The Trustee shall credit the amount of any Rollover
Contribution to the Participant's Account, in accordance
with the Participant's designation, as of the date the
Rollover Contribution is received.
(b) The term Rollover Contribution means the
contribution of an "eligible rollover distribution" to the
Trustee by the Employee on or before the sixtieth (60th) day
immediately following the day the contributing Employee
receives the "eligible rollover distribution" or a
contribution of an "eligible rollover distribution" to the
Trustee by the Employee or the trustee of another "eligible
retirement plan" (as defined in Section 402(c)(8)(B) of the
Code) in the form of a direct transfer under Section
401(a)(31) of the Code.
(c) The term "eligible rollover distribution"
means:
(i) part or all of a distribution to the
Employee from an individual retirement account or individual
retirement annuity (as defined in Section 408 of the Code)
maintained for the benefit of the Employee making the
Rollover Contribution, and, for distributions made prior to
January 1, 2002, the funds of which are solely attributable
to an eligible rollover distribution from an employee plan
and trust described in Section 401(a) of the Code which is
exempt from tax under Section 501(a) of the Code, (an
"IRA"); or
(ii) part or all of the amount (other than
nondeductible employee contributions) received by such
Employee or distributed directly to this Plan on such
Employee's behalf from an employee plan and trust described
in Code Section 401(a) which is exempt from tax under Code
Section 501(a), including, for distributions made on or
after January 1, 2002, after-tax employee contributions.
(iii) for distributions made on or after
January 1, 2002, part or all of the amount received by such
Employee or distributed directly to this Plan on such
Employee's behalf from a plan described in Code Section
403(a), including after-tax employee contributions; or
(iv) for distributions made on or after
January 1, 2002, part or all of the amount received by such
Employee or distributed directly to this Plan on such
Employee's behalf from an annuity contract described in Code
Section 403(b), excluding after-tax employee contributions;
or
(v) for distributions made on or after
January 1, 2002, part or all of the amount received by such
Employee or distributed directly to this Plan on such
Employee's behalf from an eligible plan under Code Section
457(b) that is maintained by a state, political subdivision
of a state, or agency or instrumentality of a state or
political subdivision of a state.
In all events, such amount shall constitute an
"eligible rollover distribution" only if such amount
qualifies as such under Code Section 402(c) and the
regulations and other guidance thereunder and is a
distribution of all or any portion of the balance to the
credit of the Employee from the distributing plan or IRA
other than any distribution: (1) that is one of a series of
substantially equal periodic payments (not less frequently
than annually) made for the life (or life expectancy) of the
distributee or for a specified period of ten years or more;
(2) to the extent such distribution is required under Code
Section 401(a)(9); (3) for distributions made prior to
January 1, 2002, to the extent such distribution is not
includible in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to
employer securities); (4) that is made to a non-spouse
beneficiary; or (5) effective January 1, 2000, that is
attributable to a hardship distribution of elective
deferrals described in Code Section 401(k)(2)(B)(i)(IV) and
effective January 1, 2002, that is attributable to any
hardship distribution.
(d) Once accepted by the Trust, an amount rolled
over pursuant to this Section 5.12 shall be credited to the
Participant's Accounts, and invested in the Funds (other
than the Viacom Inc. Stock Fund) in accordance with the
Participant's directions for such amounts. Thereafter, such
rolled over amounts shall be administered and invested in
accordance with Articles VI and VII and subject to the
distribution provisions set forth in Articles VIII, X and
XI. The limitations of Article XV shall not apply to
Rollover Contributions. All Rollover Contributions shall be
made in cash and shall be fully vested. No Matching
Employer Contributions shall be made with respect to
Rollover Contributions.
5.13 Limitation on Contributions: Notwithstanding any
other provisions of the Plan to the contrary, in no event
may the contributions made to the Plan by or on behalf of
any Participant in any Plan Year exceed the percentage
elected under Sections 5.1 and 5.2, and the percentage
determined under Section 5.7, multiplied by the
Participant's Compensation not in excess of the annual
compensation limitation in effect under Section 401(a)(17)
of the Code, as adjusted by the Internal Revenue Service for
increases in the cost of living in accordance with Section
401(a)(17) of the Code and the regulations and other
guidance issued thereunder.
5.14 Military Service. Notwithstanding any other
provision of the Plan to the contrary, effective December
12, 1994, contributions, benefits and service credit with
respect to qualified military service will be provided in
accordance with Section 4.14(u) of the Code.
ARTICLE VI
PARTICIPANT ACCOUNTS
6.1 Valuation of Assets: As of each Valuation Date,
the Trustee will determine the total fair market value of
all assets then held by it in each Fund. Notwithstanding
any other provision of the Plan, to the extent that
Participants' Accounts are invested in mutual funds,
commingled funds or other assets for which daily pricing is
available ("Daily Pricing Media"), all amounts contributed
to the Fund will be invested at the time of the actual
receipt by the Daily Pricing Media, and the balance of each
Account shall reflect the results of such daily pricing from
the time of actual receipt until the time of distribution.
Investment elections and changes pursuant to Article VII
shall be effective upon receipt by the Daily Pricing Media.
The provisions of Sections 6.2 and 6.3 shall apply only to
the extent, if any, that assets of the Fund are not invested
in Daily Pricing Media.
6.2 Credits to Participant Accounts: Each
Participant's Account will be credited with all
contributions made by him or on his behalf as well as
amounts transferred to the Plan on his behalf. Except
as provided in Section 6.1, the Accounts of each Participant
will also be credited, as of each Valuation Date, with the
Participant's share of the net investment income and any
realized and unrealized capital gains of the Funds that
occurred since the last Valuation Date. Such Participant's
share of such income will be that portion of the total net
investment income and capital gains of each such Fund which
bears the same ratio to such total as the balance of his
Participant Accounts attributable to each such Fund on the
preceding Valuation Date bears to the aggregate of the
balances of all Participant Accounts attributable to each
such Fund as of the preceding Valuation Date.
6.3 Debits of Participant Accounts: The Accounts of
each Participant will be debited with the amount of any
withdrawal made by him pursuant to Article VIII, and with
the amount of any distribution made to him or on his behalf
pursuant to Articles X and XI. The Accounts of each such
Participant will also be debited, as of each Valuation Date,
with the Participant's share of any realized and unrealized
losses, including capital losses, of the Funds that occurred
since the last Valuation Date. The Participant's share of
any realized and unrealized losses, including capital
losses, will be that portion of the total realized and
unrealized losses of each such Fund which bear the same
ratio to such total as the balance of his Participant
Account attributable to each such Fund on the preceding
Valuation Date bears to the aggregate of the balances of all
Participant Accounts attributable to each such Fund as of
the preceding Valuation Date.
6.4 Statement of Participant Accounts: As soon as
practicable after the completion of a Plan Year or as often
as the Committee shall direct, an individual statement will
be made available to each Participant showing the value of
his Accounts in the Funds, and the outstanding balance due
his Loan Subaccount.
ARTICLE VII
INVESTMENT OF CONTRIBUTIONS
7.1 Investment of Before-Tax , After-Tax and Rollover
Contributions: Each Participant will direct, at the time he
elects to become a Participant under the Plan, that his
Before-tax and After-Tax Contributions, if any, be invested
in multiples of 1% in any of the Funds (a Participant may
not make a separate investment election for his Before-Tax
and After-Tax Contributions). Each Participant will direct,
at the time he makes a Rollover Contribution to the Plan
that his Rollover Contribution be invested in multiples of
1% in any of the Funds. After a Participant's initial
investment of Rollover Contributions, such amounts shall be
treated as Before-Tax Contributions or After-Tax
Contributions for investment purposes as applicable. Each
Participant who is deemed to have elected to become a
Participant. pursuant to Sections 3.2(b) and 5.3(b) and who
does not direct that his Before-tax Contributions be
invested in any of the Funds shall have his Before-Tax
Contributions invested in such Funds as may be selected by
the Retirement Committee.
7.2 Investment of Matching Employer Contributions:
Except as provided in Section 7.4(b), Matching Employer
Contributions will be invested in the Viacom Inc. Stock
Fund.
7.3 Change in Investment Election for Future
Contributions:
(a) Any change in the Participant's initial
investment election under Section 7.1 as to his future
Before-Tax and After-Tax Contributions shall be made in such
manner as determined by the Retirement Committee (including
changes made by telephonic, electronic or other instructions
under terms prescribed by the Committee) and within the
limits of Section 7.1, and shall be effective as soon as
administratively practicable following the date on which the
new election is received by the Trustee.
(b) A Participant may not make an investment
election change for future Matching Employer Contributions,
which will continue to be invested as provided in Section
7.2.
7.4 Change in Investment Election for Prior
Contributions:
(a) A Participant may change his investment
election as to his prior Before-Tax Contributions and
After-Tax Contributions, in such manner as determined by the
Retirement Committee (including changes made by telephonic,
electronic or other instructions under terms prescribed by
the Committee), to be effective as soon as administratively
practicable following the date on which the new election is
processed.
(b) A Participant may not change the investment
of his prior Matching Employer Contributions except as
provided in Appendix A for certain Participants in Merged
Plans (but only with respect to certain Matching Employer
Contributions and other employer contributions described in
Appendix A) or as provided below:
(i) A Participant may change the investment
of a portion of his prior Matching Employer Contributions at
any time after he has attained age 55 and completed 10 Years
of Vesting Service.
(ii) Any such changes shall be made in such
manner as is determined by the Retirement Committee
(including changes made by telephonic, electronic or other
instructions under terms prescribed by the Committee) to be
effective as soon as administratively practicable following
the date on which the election is processed.
(iii) The maximum amount of Matching
Employer Contributions which respect to which a Participant
may make an investment election change each Plan Year shall
be equal to 20% of the value of his Matching Employer
Contributions Account determined as of the last day of the
preceding Plan Year.
(iv) An eligible Participant may make more
than one such investment election change during a Plan Year
provided that the aggregate amount of all such changes for
each Plan Year does not exceed the amount in (iii) above.
7.5 Special Investment Elections: The Retirement
Committee may authorize Participants to change their
investment elections at times other than those specified in
Sections 7.3 and 7.4 if the Retirement Committee, in its
discretion, deems such changes necessary or desirable. In
the event the Committee authorizes such changes, it shall
prescribe non-discriminatory rules with respect to the
timing and effect of such elections.
7.6 Fiduciary Responsibility for Investments: The
Plan is intended to constitute a plan described in ERISA
Section 404(c). To the extent permitted under ERISA, the
Trustee, Retirement Committee, Investments Committee and all
other Plan fiduciaries are relieved of liability for any
losses that are the direct and necessary result of all
investment instructions given by a Participant or
Beneficiary. The Committee and, in accordance with any
appropriate direction from the Committee, the Trustee or
their designees shall provide information to Participants
consistent with ERISA Section 404(c) and the regulations and
other guidance issued thereunder.
7.7 Self-Directed Brokerage Account: Notwithstanding
any other provisions of this Plan, a Participant may elect to
open a self-directed brokerage account ("SDA") following such
procedures as may be determined by the Retirement Committee
and on the following terms and conditions. Such account will
be considered one of the separate investment funds described
in Section 2.22.
(a) Account fees associated with a Participant's
SDA will be charged to the Participant's non-SDA investments.
Commissions, special handling fees, and any other transaction
charges associated with transactions in a Participant's SDA
will be charged to the Participant's SDA.
(b) A Participant may not invest contributions
directly into the SDA. A Participant may reallocate balances
in other investment funds to the SDA and may reallocate
balances from the SDA to the other investment funds.
(c) Except as provided in Appendix A for certain
Participants in Merged Plans, in order for an amount to be
reallocated to a Participant's SDA, the amount in the
Participant's SDA immediately following the reallocation may
not exceed 25% of the Participant's entire Account balance
(net of any participant loans) determined as of that same
date.
(d) The initial reallocation of amounts into a
Participant's SDA may not be in an amount less than $2,500.
Any subsequent reallocation of amounts into a Participant's
SDA may not be in an amount less than $1,000.
(e) A Participant's SDA is not available as a
source of any withdrawals provided in Section 8; provided,
however, that a Participant may reallocate his balance in the
SDA to the other investment funds in the Plan which investment
funds may then be available as a source for withdrawals, if
otherwise provided in Section 8.
(f) A Participant's SDA is not available as a
source for a loan under Section 9; provided, however, that a
Participant may reallocate his balance in the SDA to the other
investment funds in the Plan which investment funds may then
be available as a source for a loan, if otherwise provided in
Section 9, and provided further that the calculation of the
amount available for a loan under Section 9 shall include the
amount in the Participant's SDA.
(g) Amounts must have been reallocated from a
Participant's SDA to other available investment fund before
such amounts are available for any distribution provided in
Section 11.
(h) If a Participant elects an installment form of
payment, the SDA shall not be available as an investment
option thereafter for amounts not yet distributed.
ARTICLE VIII
WITHDRAWALS DURING EMPLOYMENT
8.1 Withdrawals of Before-Tax Contributions,
After-Tax Contributions, Matching Employer Contributions,
Transferred Amounts, and Rollover Contributions:
A Participant who has not terminated employment
may elect to withdraw amounts attributable to Before-Tax
Contributions, After-Tax Contributions, Matching Employer
Contributions, Rollover Contributions and certain amounts
transferred to the Plan from the Merged Plans, and earnings
thereon, less the amount of any outstanding loan, in
accordance with the provisions of this Article VIII and
Appendix A, and according to the order in which subsections
(a) through (g) are presented (and according to the order in
which the different amounts described within each subsection
are presented), as the amounts described in each successive
subsection (and within each subsection) are exhausted. The
minimum amount for any single withdrawal, other than a
withdrawal of contributions on account of financial
hardship, is $500.
(a) Withdrawals of After-Tax Contributions:
A Participant may elect each Plan Year to
withdraw up to 100% of his Account attributable to After-Tax
Contributions (but excluding any Before-Tax Contributions
which are recharacterized as After-Tax Contributions
pursuant to Section 15.1(c)) and the earnings thereon. Any
such withdrawals shall be made in the following order, as
the amounts described in each successive subsection are
exhausted:
(i) An amount equal to all or part of the
Participant's before-1987 After-Tax Contributions to the
extent required to exhaust such amounts; provided, however,
that if the value of all amounts attributable to After-Tax
Contributions plus earnings thereon is less than the net
amount of before-1987 After-Tax Contributions, no more than
such value may be withdrawn.
(ii) An amount equal to all or part of the
Participant's post-1986 After-Tax Contributions, and a pro
rata portion of the earnings on such after-1986 After-Tax
Contributions to the extent required to exhaust such
amounts, but no more than the current value of all After-Tax
Contributions in the event such value is less than the net
amount of such post-1986 After-Tax Contributions.
(iii) An amount equal to all or part of
the earnings on the Participant's before-1987 After-Tax
Contributions to the extent required to exhaust such
amounts.
(b) Withdrawals of Rollover Contributions: A
Participant who has made Rollover Contributions to the Plan
may elect each Plan Year to withdraw up to 100% of such
Rollover Contributions and earnings thereon.
(c) Withdrawals of Matching Employer
Contributions and Certain Transferred Amounts Prior to
Attainment of age 59 1/2:
(i) A Participant may elect each Plan Year
to withdraw up to 100% of the vested portion of his Prior
Plan Transfers, Cable Transfers and Transferable Employer
Contributions, as such contributions are defined in Appendix
A, and the earnings thereon.
(ii) A Participant may elect each Plan Year
to withdraw up to 100% of the vested portion of his Matching
Employer Contributions, which are attributable to Accounting
Periods beginning before September 1, 2001, and the earnings
thereon. For purposes of this subsection, the Matching
Employer Contributions available for this withdrawal do not
include any employer matching contributions contributed to
the EIF prior to September 1, 2001 and the earnings thereon.
(iii) In addition to the withdrawals
permitted pursuant to subsections (i) and (ii) above, any
Participant may elect each Plan Year to withdraw up to 100%
of the vested portion of his Prior Plan Transfers, Cable
Transfers, Transferable Employer Contributions, King World
Employer Contributions (as defined in Appendix A) and
Matching Employer Contributions and the earnings on each
such amount, to the extent necessary to satisfy a financial
hardship, as defined in Section 8.1(e); provided that no
suspension of Before-Tax and After-Tax Contributions in
Section 8.1(e) shall apply. With respect to Matching
Employer Contributions available for this withdrawal,
amounts shall be withdrawn first from that portion of such
amount which is attributable to matching employer
contributions contributed to the EIF prior to September 1,
2001, and earning thereon, second from that portion of this
amount attributable to Matching Employer Contributions to
this Plan for Accounting Periods before September 1, 2001,
and the earnings thereon, and third from the remaining
portion of this amount, and the earnings thereon.
(iv) If a Participant who is less than 100%
vested in his or her Matching Employer Contributions
receives a withdrawal of Matching Employer Contributions
pursuant to this Section 8.1(c), then until such time as the
Participant incurs a period of five consecutive one year
Breaks in Service or receives a distribution of his or her
entire vested Account Balance after termination of
employment, the vested portion of the Participant's Account
Balance at any point in time following the withdrawal shall
be equal to the amount determined under the formula P x
(AB+D) - D, where P is the Participant's vested percentage
at such time, AB is the Participant's Account Balance at
such time, and D is the amount of all withdrawals of
Matching Employer Contributions previously received by the
Participant.
(d) Withdrawals of Certain Transferred Amounts
after attainment of age 59 1/2: A Participant who has attained
age 59 1/2 may elect each Plan Year to withdraw up to 100% of
his vested Prior Plan Transfers, Cable Transfers and
Transferable Employer Contributions (as defined in Appendix
A) and the earnings on each such amount.
(e) Withdrawals of Matching Employer
Contributions after attainment of age 59 1/2: A Participant who
has attained age 59 1/2 may elect each Plan Year to withdraw
up to 100% of his vested Matching Employer Contributions and
the earnings thereon.
(f) Withdrawals of King World Employer
Contributions after attainment of age 59 1/2: A Participant who
has attained age 59 1/2 may elect each Plan Year to withdraw
up to 100% of his vested King World Employer Contributions
(as defined in Appendix A) and the earnings thereon.
(g) Withdrawals of Before-Tax Contributions
after attainment of age 59 1/2:
A Participant who has attained age 59 1/2 may elect
each Plan Year to withdraw up to 100% of the Before-Tax
Contributions made to the Plan on his behalf (including
recharacterized Before-Tax Contributions and Qualified
Nonelective Contributions treated as Before-Tax
Contributions, if any), and the earnings thereon.
(h) Withdrawals of Before-Tax Contributions on
account of financial hardship:
Upon submission of satisfactory evidence by a
Participant of a financial hardship, as defined in this
Section, the Retirement Committee may direct distribution of
part or all of the value of such Participant's Before-Tax
Contributions, and earnings thereon, but only to the extent
required to relieve such financial hardship, taking into
account such additional amounts necessary to pay any
federal, state, or local income taxes or penalties
reasonably anticipated to result from the distribution. No
such withdrawal shall be permitted unless the Participant
has previously or concurrently withdrawn all amounts
otherwise available to him under this Section 8.1. In no
event may the Retirement Committee direct that such a
withdrawal be made to the extent the financial hardship may
be relieved from other resources that are reasonably
available to the Participant.
A Participant shall be deemed to have no other
resources reasonably available if: (i) the Participant has
obtained all withdrawals and distributions currently
available to the Participant under the Plan and all other
qualified defined contribution plans maintained by the
Company or an Affiliated Company; (ii) the Participant has
obtained all nontaxable loans reasonably available under the
Plan and all other qualified defined contribution plans
maintained by the Company or an Affiliated Company, to the
extent taking such loan would alleviate the immediate and
heavy financial need and only to the extent any required
repayment of such loan would not itself cause an immediate
and heavy financial need; (iii) the Participant agrees to
cease all Before-Tax Contributions and After-Tax
Contributions under the Plan as well as all similar
contributions to all other qualified defined contribution
and non-qualified deferred compensation plans maintained by
the Company or an Affiliated Company for a period of at
least twelve months (or six months, for withdrawals which
occur on or after January 1, 2002) from the date of the
hardship withdrawal, and (iv) the amount of pre-tax elective
contributions under all qualified defined contribution plans
maintained by the Company or an Affiliated Company for the
year following the year of the withdrawal are limited in
accordance with regulations issued under Section 401(k) of
the Code.
For purposes of this Section 8.1(e), the term
"financial hardship" shall be determined in accordance with
regulations (and any other rulings, notices, or documents of
general applicability) issued pursuant to Section 401(k) of
the Code and, to the extent permitted by such authorities,
shall be limited to any financial need arising from:
(1) medical expenses (as defined in Section
213(d) of the Code) previously incurred by the Participant
or a Participant's spouse or dependent or expenses necessary
for these persons to obtain medical care (as defined in
Section 213(d) of the Code) which, in either case, are not
covered by insurance,
(2) expenses relating to the payment of
tuition and related educational fees, including room and
board, for the next twelve months of post-secondary
education of a Participant, his spouse or dependent,
(3) expenses directly relating to the
purchase (excluding mortgage payments) of a primary
residence for the Participant,
(4) expenses relating to the need to
prevent the eviction of the Participant from his principal
residence or foreclosure on the mortgage of the
Participant's principal residence, or
(5) expenses relating to an immediate and
heavy financial need as determined in a uniform and
nondiscriminatory manner by Committee based upon the facts
and circumstances of a particular situation.
There is no minimum amount of withdrawal available
under this Section 8.1(h). Hardship withdrawals shall be
paid in a single cash payment and on a pro-rata basis from
the Funds (other than the Viacom Stock Fund) in which the
Participant's Account is invested. For any withdrawal under
this Section 8.1(h), the portion of the Participant's
Account attributable to Before-Tax Contributions that is
available for withdrawal shall not exceed the lesser of:
(i) the value of such Before-Tax Contributions as of
December 31, 1988 (taking into account earnings and losses
attributable to such amounts), plus the total amount of the
Participant's Before-Tax Contributions that are made after
December 31, 1988, or (ii) the value of all Before-Tax
Contributions (taking into account earnings and losses
attributable to such amounts).
8.2 Withdrawal Procedures: A Participant, by filing
a request in accordance with such rules as required by the
Retirement Committee (including requests made by
telephonic, electronic or other instructions under terms
prescribed by the Committee), may elect to withdraw amounts
pursuant to Section 8.1. Such withdrawals shall be subject
to the following:
(a) All requests for withdrawals shall be
reviewed by the Retirement Committee or its designee. Each
approved withdrawal application shall be forwarded by the
Committee to the Trustee as soon as practicable after
Committee approval. Withdrawals shall be paid as soon as
practicable after the Valuation Date on which proper payment
instructions are received by the Trustee, based on the
amount specified in the Participant's request and the amount
available for withdrawal in the Participant's Accounts.
Earnings and losses will not be credited on the amounts to
be withdrawn after the applicable Valuation Date.
(b) All withdrawals shall be paid in a cash lump
sum.
(c) Notwithstanding anything herein to the
contrary, and in the absence of express approval by the
Retirement Committee, no withdrawal may be made by a
Participant during the period in which the Committee is
making a determination of whether a domestic relations order
affecting the Participant's Account is a qualified domestic
relations order, within the meaning of Section 414(p) of the
Code. Further, if the Committee is in receipt of a
qualified domestic relations order with respect to any
Participant's Account, it may prohibit such Participant from
making a withdrawal until the alternate payee's rights under
such order are satisfied.
8.3 Funds to be Charged with Withdrawal:
Distributions will be made out of the Participant's interest
in each of the Funds in proportion to the Participant's
interest in these Funds. Notwithstanding the foregoing,
withdrawals of Matching Employer Contributions shall be
charged only to the Viacom Inc. Stock Fund, and shall be
paid in a cash lump sum.
8.4 Frequency of Withdrawals: Except in the case of
a financial hardship withdrawal under Section 8.1(h) and a
withdrawal of Matching Employer Contributions under Section
8.1(c) on account of financial hardship, each Participant
may elect only two withdrawals from the Plan in any Plan
Year. A Participant may elect to withdraw amounts on
account of a financial hardship under Section 8.1(h) and a
withdrawal of Matching Employer Contributions under Section
8.1(c) on account of financial hardship at any time during
the Plan Year.
ARTICLE IX
PARTICIPANT LOANS
9.1 Loan Subaccounts: Loans from the Plan may be
made to all Participants and Beneficiaries who are "parties
in interest" within the meaning of ERISA Section 3(14), and
to Employees who have made Rollover Contributions to the
Plan but who have not met the age and service eligibility
requirements of Article III. Such individuals are referred
to herein as "Eligible Borrowers." Within each Eligible
Borrower's Account, there shall be maintained a Loan
Subaccount solely for the purpose of effecting loans from
the Eligible Borrower's Account to the Eligible Borrower.
9.2 Eligibility for Loans:
Only one loan under the Plan may be outstanding
at any time for each Eligible Borrower. If, on September 1,
2001, an Eligible Borrower has one or more loans outstanding
as a result of his or her participation in the EIF, such
Eligible Borrower may not obtain a loan from the Plan until
all such prior loans are repaid in full.
9.3 Availability of Loans:
(a) Application for a loan must be made to the
Committee or its delegate through written, electronic or
telephonic instructions in the manner prescribed by the
Retirement Committee. The decisions by Committee
representatives on loan applications shall be made on a
reasonably equivalent basis and within a reasonable period
after each loan application is received. Notwithstanding
the foregoing, the Committee representatives may apply
different terms and conditions for loans to Eligible
Borrowers who are not actively employed by an Employer, or
for whom payroll deduction is not available, based on
economic and other differences affecting the individuals'
ability to repay any loan.
(b) Notwithstanding anything herein to the
contrary, and in the absence of express approval by the
Retirement Committee, no loan shall be made to an Eligible
Borrower during a period in which the Committee is making a
determination of whether a domestic relations order
affecting the Eligible Borrower's Accounts is a qualified
domestic relations order, within the meaning of Section
414(p) of the Code. Further, if the Committee is in receipt
of a qualified domestic relations order with respect to any
Eligible Borrower's account, it may prohibit such Eligible
Borrower from obtaining a loan until the alternate payee's
rights under such order are satisfied.
9.4 Amount of Loan:
A Plan loan shall be derived from the Eligible
Borrower's vested interest in his Accounts, determined as of
the Valuation Date on which the Trustee receives proper loan
disbursement instructions which shall be forwarded to the
Trustee by the Retirement Committee or its designee as soon
as practicable after its review and approval of the loan
application. Loans shall be made in increments of $50. The
minimum loan available is $500. The maximum loan available
is the lesser of 50% of the Eligible Borrower's vested
interest in his Accounts or $50,000 (determined by
aggregating loans from all qualified defined contribution
plans of the Company or Affiliated Company), reduced by the
highest aggregate outstanding balance of all plan loans from
all defined contribution plans of the Company or any
Affiliated Company to such Eligible Borrower during the
twelve-month period ending on the day before the loan is
made.
9.5 Terms of Loan:
(a) A loan shall be secured by a lien on the
Eligible Borrower's interest in the Plan, to the maximum
extent permitted by the relevant provisions of the Code,
ERISA, and any regulations or other guidance issued
thereunder.
(b) The interest rate on a loan shall be
established by the Retirement Committee or its duly
authorized delegate on the date that the loan is approved by
a Committee representative and shall be equal to 1% above
the annual prime commercial rate as published in the Wall
Street Journal on the first day of the month during which
such loan application is approved.
(c) Subject to Section 9.6, the principal amount
and interest on a loan shall be repaid no less frequently
than quarterly by level payroll deductions during each
Payroll Period in which the loan is outstanding. Unless the
loan is used within a reasonable time for the purpose of
acquiring the principal residence of the Eligible Borrower,
the Eligible Borrower may elect a repayment term of any
number of months from 12 to 60 months from the date of the
first Payroll Period practicable coincident with or next
following the distribution of the loan from the Plan. If
the loan is to be used within a reasonable time for the
purpose of acquiring the principal residence of the Eligible
Borrower, the Eligible Borrower may elect a repayment term
of any number of months from 12 to 300 months from the date
of the first Payroll Period practicable coincident with or
next following the distribution of the loan from the Plan.
(d) Each loan shall be evidenced by a promissory
note, or such other written, electronic or telephonic
documentation providing sufficient evidence of the Eligible
Borrower's obligation to repay the borrowed amount to the
Plan, in such form and with such provisions consistent with
this Article IX as is acceptable to the Committee.
(e) Under the terms of the loan agreement, a
Committee representative may determine a loan to be in
default, and may take such actions upon default, in
accordance with Section 9.7.
(f) If an Eligible Borrower is transferred from
employment with an Employer to employment with an Affiliated
Company or another entity affiliated with the Employer as
the Retirement Committee in its discretion may determine, he
shall not be treated as having terminated employment and the
Committee shall make arrangements for the loan to be repaid
in accordance with the loan agreement. For this purpose,
the Committee may, but is not required to, authorize the
transfer of the loan to a qualified plan maintained by such
Affiliated Company. In the absence of such arrangements,
the loan shall be deemed to be in default, and shall be
subject to the provisions of Section 9.7.
9.6 Distribution and Repayment of Loan:
(a) The loan proceeds shall be transferred to
the Eligible Borrower's Loan Subaccount by the Trustee and
shall be derived from the Eligible Borrower's interest in
the Funds on a pro rata basis. Amounts transferred to such
Subaccount shall reflect the value of the Eligible
Borrower's interest as of the Valuation Date on which such
transfer shall occur. The loan proceeds shall be
distributed from the Loan Subaccount to the Eligible
Borrower on the same day as they are received by the Loan
Subaccount.
(b) Repayments of Plan loans shall be made to
the Eligible Borrower's Loan Subaccount. Such repayments
shall be immediately transferred from the Loan Subaccount
and credited to the Eligible Borrower's Accounts and
invested in the Funds in the same proportions as his current
contributions are invested, as soon as practicable after
they are received by the Loan Subaccount. After a loan has
been outstanding for six consecutive months, Eligible
Borrowers may prepay the entire amount due under the loan at
any time without penalty. Notwithstanding the foregoing, a
loan may provide that no payments will be made for the
duration of a calendar year in which an Eligible Borrower is
on leave without pay; provided that if an Eligible Borrower
commences such a leave during the last quarter of a year,
the loan may provide that payments need not recommence until
the end of the calendar year after the year in which the
leave occurs.
9.7 Events of Default and Action Upon Default:
(a) In the event that an Eligible Borrower does
not repay the principal with respect to a Plan loan at such
times as are required by the terms of the loan, such loan
shall be in default and the unpaid balance of the loan,
together with interest thereon shall become due and payable.
Further, upon an Eligible Borrower's termination of
employment (including by reason of retirement, disability,
death or the sale of the business at which such individual
is employed, whether or not the sale is a distributable
event under Code Section 401(k) and the regulations
thereunder), such loan shall be in default. If, before a
loan is repaid in full, a distribution is required to be
made from the Plan to an alternate payee under a qualified
domestic relations order (as defined in Section 414(p) of
the Code and Section 206(d) of ERISA) and the amount of such
distribution exceeds the value of the Eligible Borrower's
interest in the Plan less the amount of such outstanding
loan, the unpaid balance thereon, shall become immediately
due and payable. The Trustee shall satisfy the indebtedness
to the Plan before making any payments to the Eligible
Borrower or any alternate payee. In addition to the
foregoing, the loan agreement may include such other events
of default as the Committee shall determine are necessary or
desirable.
(b) Upon the default of any Eligible Borrower,
the Retirement Committee or its designate in its discretion,
may direct the Trustee to take such action as the Committee
or its designate may reasonably determine to be necessary in
order to preclude the loss of principal and interest,
including:
(i) demand repayment of the outstanding
amount on the loan (including principal and accrued
interest) or, if the loan is not repaid or if other
repayment arrangements are not established; or
(ii) cause a foreclosure of the loan to
occur by distributing the promissory note to the Eligible
Borrower or otherwise reducing the Eligible Borrower's
Account by the value of the loan. For these purposes, such
loan shall be deemed to have a fair market value equal to
its face value reduced by any payments made thereon by the
Eligible Borrower.
In the event of any default, the Eligible
Borrower's prior request for a loan shall be treated as the
Eligible Borrower's consent to an immediate distribution of
the promissory note representing a distribution of the
unpaid balance of any such loan. The loan agreement shall
include such provisions as are necessary to reflect such
consent. In all events, however, to the extent a loan is
secured by Before-Tax Contributions, no foreclosure on the
Eligible Borrower's loan shall be made until the earliest
time Before-Tax Contributions may be distributed without
violating any provisions of Code Section 401(k) and the
regulations issued thereunder.
9.8 Military Service. Notwithstanding any other
provision of the Plan to the contrary, effective December
12, 1994, Plan loan repayments may be suspended during
periods that the Eligible Borrower is performing service in
the uniformed services, whether or not that service is
qualified military service. If loan repayments are
suspended during and period of service in the uniformed
services, that period of service will be disregarded for all
Plan loan purposes, in accordance with Code Section 414(u).
ARTICLE X
VESTING AND TERMINATION OF EMPLOYMENT
10.1 Matchable, Unmatched, Qualified Nonelective and
Rollover Contributions: A Participant shall be fully vested
at all times in the portion of his Account attributable to
Matchable Contributions, Unmatched Contributions, Qualified
Nonelective Contributions, and Rollover Contributions.
10.2 Matching Employer Contributions:
(a) Except as provided in Appendix A for certain
Participants in Merged Plans, each Employee shall become
vested in Matching Employer Contributions in accordance with
the following schedule:
Years of Completed Vested
Vesting Service Percentage
Less Than 1 0%
1 - 2 20%
2 - 3 40%
3 - 4 60%
4 - 5 80%
5 or more 100%
(b) Notwithstanding the foregoing, a Participant
shall become fully vested in Matching Employer Contributions
if such Participant attains age 65 or incurs a Disability
while actively employed or terminates employment due to
normal, early, or postponed retirement (determined under the
terms of any tax-qualified defined benefit plan maintained
by the Employer), death, or Disability.
(c) A Participant shall be fully vested at all
times in the portion of his Account attributable to his PCI
ESOP Account, Prior Plan Transfers, Cable Transfers,
Transferable Employer Contributions and King World Employer
Contributions, as defined in Appendix A.
10.3 Forfeitures:
(a) Termination of Employment and Distribution
Made. If a Participant terminates employment prior to the
date on which he is fully vested in his Account and receives
a distribution of such Account, the non-vested portion of
his Account shall be forfeited and used as soon as
practicable to reduce future Matching Employer
Contributions, to defray administrative expenses of the
Plan, to correct an error made in allocating amounts to
Participant's Accounts or resolve any claim filed under the
Plan in accordance with Section 12.6, and to restore
Participants' Accounts in accordance with Section 10.3(b).
(b) Restoration of Account Balance. If an
amount of a Participant's Account has been forfeited in
accordance with Section (a) above, that amount shall be
subsequently restored to his Account provided (i) he is
reemployed by an Employer before he has a period of five
consecutive one-year Breaks in Service, and (ii) he repays
to the Plan within five (5) years of his reemployment a cash
lump sum payment equal to the full amount distributed to him
from the Plan on account of his termination of employment.
Any amounts to be restored by an Employer to a Participant's
Account shall be taken first from any forfeitures which have
not as yet been applied against Matching Employer
Contributions or administrative expenses or used to correct
allocation errors or to settle claims and if any amounts
remain to be restored, the Employer shall make a special
contribution equal to those amounts.
(c) Termination of Employment and No
Distribution Made. If (i) a Participant terminates
employment prior to the date on which he is fully vested in
his Accounts, (ii) effective for Plan Years beginning on or
after January 1, 1998, the total value of his vested
interest in his Accounts exceeds $5,000, (iii) he does not
consent to receive a distribution of such Accounts, and (iv)
he is not reemployed by an Employer before the end of five
consecutive one-year Breaks in Service, the non-vested
portion of his Accounts shall be forfeited as of the close
of the fifth one year Break in Service and used to reduce
future Matching Employer Contributions, to defray
administrative expenses of the Plan, to correct an error
made in allocating amounts to Participant's Accounts or
resolve any claim filed under the Plan in accordance with
Section 12.6 and to restore Participants' Accounts in
accordance with Section 10.3(b).
(d) Lost Participants or Beneficiaries. If a
Participant or Beneficiary cannot be located by reasonable
efforts of the Committee within a reasonable period of time
after the latest date such benefits are otherwise payable
under the Plan, the amount in such Participant's Accounts
shall be forfeited and used, not later than as of the last
day of the Plan Year in which the forfeiture occurs, to
reduce future Matching Employer Contributions, to defray
administrative expenses of the Plan, to correct an error
made in allocating amounts to Participant's Accounts or
resolve any claim filed under the Plan in accordance with
Section 12.6 and to restore Participants' Accounts in
accordance with Section 10.3(b). Such forfeited amount
shall be restored (without earnings) if, at any time, the
Participant or Beneficiary who was entitled to receive such
benefit when it first became payable shall, after furnishing
proof of his identity and right to make such claim to the
Committee, file a written request for such benefit with the
Committee.
ARTICLE XI
PAYMENT OF BENEFITS OTHER THAN WITHDRAWALS
11.1 Forms of Payment: Upon a Participant's
termination of employment for any reason or Disability, he
(or, in the event of his death, his Beneficiary) shall be
entitled to receive a distribution of his vested interest in
his Accounts in accordance with the provisions of this
Article XI. Subject to Sections 11.3, 11.4, 11.7, and, in
the case of distributions on account of Disability, 11.8,
any Participant may, not more than ninety days before the
date an amount is to be paid from the Plan, file with the
Committee an election to have his benefit paid to him (or,
in the event of his death, to his Beneficiary) in accordance
with the options described in sections (a) and (b) of this
Section 11.1:
(a) In such manner of monthly, quarterly or
annual installments, payable over a period not in excess of
twenty years, as such Participant shall so elect, and, in
the event of his death prior to the receipt of all such
installments, the balance of such installments to his
Beneficiary; provided however, that payments shall not
extend over a period exceeding the period over which
payments may be made pursuant to Section 401(a)(9) of the
Code and the regulations and other guidance thereunder; and
provided, further, that the Beneficiary may elect, as soon
as practicable after the Participant's death, to have the
balance of the Participant's benefit paid to the Beneficiary
in a single payment
(b) In a single payment.
Notwithstanding the foregoing, upon the death of
a Participant who has not designated a form of payment for
his Beneficiary, payment shall be made to his Beneficiary in
the form of a single sum cash payment.
11.2 Modification or Revocation of Form of Payment
Election: A Participant may, not more than ninety days
before an amount is to be paid from the Plan modify or
revoke any form of payment specified in Section 11.1
theretofore made by him. Notwithstanding anything in this
Plan to the contrary, a Former Participant who elected to
receive his or her Plan distribution in the form of
installment payments, and whose installment payments have
commenced, may not modify or revoke his or her decision to
receive such installment payments.
11.3 Stock Election: If the total value of a Former
Participant's Accounts in this Plan determined as of the
Valuation Date coincident with or immediately following the
date his employment terminates exceeds, effective for Plan
Years beginning on or after January 1, 1998, $5,000, such a
Former Participant may, not less than thirty days before the
date his entire interest in the Plan is to be paid or
commence to be paid, or upon such other notice period that
the Retirement Committee approves, file with the Committee
an election to have that portion of his benefit consisting
of the value of the Stock and cash credited to his Account
and invested in the Viacom Inc. Stock Fund paid to him (or,
in the event of his death, to his Beneficiary), to the
extent possible, in shares of Stock (in lieu of cash). Any
such Participant may also, not less than thirty days before
the date his entire interest in the Plan is to be paid or
commence to be paid, or upon such other notice period as the
Retirement Committee approves, revoke any such election
theretofore made by him.
11.4 Consent Requirements: If the value of a Former
Participant's Accounts in this Plan determined as of the
Valuation Date coincident with or immediately following the
date his employment terminates does not exceed, effective
for Plan Years beginning on or after January 1, 1998,
$5,000, such amount shall be paid to him (or, in the event
of his death, to his Beneficiary) in a single cash payment
as soon as practicable thereafter. If the value of such a
Former Participant's Accounts in this Plan, determined as of
the Valuation Date coincident with or immediately following
the date his employment terminates is greater than,
effective for Plan Years beginning on or after January 1,
1998, $5,000, payment of the value of such a Participant's
Accounts, determined in accordance with Section 11.5, shall
be made in the form of payment elected by the Participant as
soon as practicable after the earliest of: (a) the
Participant's attainment of age sixty-five (65) if he
terminates employment before attaining age sixty-five (65);
(b) the Participant's death; (c) the date as of which the
recipient consents to a distribution (which distribution may
not be scheduled to commence (i) earlier than 30 days after
the Participant receives information regarding such
distribution and (ii) later than ninety days after such
Participant elects to receive the distribution); or (d) the
date required by Section 11.7. Notwithstanding the
foregoing, distribution of a Participant's account under the
Plan may occur prior to thirty (30) days after the
Participant receives information regarding such
distribution, provided (i) the Retirement Committee or its
delegate informs the Participant that he has a right to a
period of at least thirty (30) days after receiving the
information to consider the decision of whether to receive
an immediate distribution; and (ii) the Participant, after
receiving the information, affirmatively elects to receive
an immediate distribution.
Notwithstanding anything herein to the contrary, in no
event may a Former Participant elect to receive a payment of
his Accounts in any form of payment other than those
specified in Section 11.1. All distributions under this
Article XI shall be made by the Trustee only after the
Trustee receives approval for such distribution from the
Retirement Committee or its designee. The Participant must
submit to the Committee, or its designee, such election and
distribution forms as required by the Committee. The
Committee, or its designee, shall review such forms and,
upon approval of the distribution request, forward payment
instructions to the Trustee as soon as practicable
thereafter.
11.5 Valuation and Payment Procedures for Lump Sum
Payments:
(a) No Stock Election in Effect: If a Former
Participant shall have elected to receive payment in the
form of a single sum cash payment, or if payments are to be
made to a Former Participant's Beneficiary in the form of a
single sum cash payment, the Former Participant's Accounts
shall be valued as of the Valuation Date on which proper
payment instructions are received by the Trustee and such
amount shall be paid to the Former Participant or
Beneficiary in cash as soon as practicable thereafter. To
the extent amounts in such Former Participant's Account are
credited to the Viacom Stock Fund on such Former
Participant's behalf, the shares of Stock held in such Fund
and credited to such Former Participant's Account shall be
sold as soon as practicable after the applicable Valuation
Date and the proceeds of such sale shall be distributed as a
part of such single sum distribution.
(b) Stock Election in Effect: If a Former
Participant shall have elected to receive payment in the
form of a single sum payment, or if payments are to be made
to a Former Participant's Beneficiary in the form of a
single sum payment, and such Former Participant shall have
made a Stock election in accordance with Section 11.3, the
Former Participant's Accounts shall be valued as of the
Valuation Date on which proper payment instructions are
received by the Trustee. To the extent amounts in such
Former Participant's Accounts are credited to the Viacom
Stock Fund on such Former Participant's behalf, such Former
Participant, or his Beneficiary, shall receive a
distribution as soon as practicable after the applicable
Valuation Date of the entire number of whole shares of Stock
in his Accounts credited to the Viacom Stock Fund, plus cash
for any remaining amounts credited to the Viacom Stock Fund
on behalf of such Former Participant as of the applicable
Valuation Date. The remainder of the Former Participant's
Accounts shall be distributed to the Former Participant or
Beneficiary in a single cash sum as soon as practicable
after the applicable Valuation Date.
11.6 Valuation and Payment Procedures for Installment
Payments: If a Former Participant shall have elected to
receive payment in the form of installment payments, the
Former Participant's Accounts shall be valued as of the
Valuation Date on which proper payment instructions are
received by the Trustee. Such Accounts shall continue to be
valued as of each twelve-month anniversary of such Valuation
Date. Such Accounts shall continue to be so valued to and
including the Valuation Date as of which such Former
Participant's benefit shall have been paid in full if
installment payments continue or to and including the
Valuation Date coincident with the date the Trustee is
notified of such Former Participant's death if such
Participant's Beneficiary elects to have the remaining
installments paid in a single payment, as the case may be.
Notwithstanding anything herein to the contrary, the amount
distributed for each installment shall be paid
proportionately from the specific investment Funds in which
the Former Participant's Accounts are invested. Such Former
Participant's interest in the Funds, including the value of
the Stock and cash then credited to the Viacom Stock Fund on
such Former Participant's behalf shall be determined as of
the applicable Valuation Date. An installment payment shall
be paid to such Former Participant or his Beneficiary, as
the case may be, in an amount equal to that fraction of the
respective amounts determined pursuant to the provisions of
this Section, the numerator of which shall be one and the
denominator of which shall be the total number of
installments remaining to be paid in the form of payment to
such Former Participant or Beneficiary. If such Former
Participant shall die prior to the payment of his benefit in
full and a single sum cash distribution is to be made to
such Former Participant's Beneficiary, such distribution
shall be made in accordance with Section 11.5(a), determined
as of the Valuation Date proper payment instructions are
received by the Trustee.
11.7 Time of Payment and Minimum Distribution
Requirements: Unless the Participant elects otherwise, the
payment of the value of a Participant's vested Accounts
under the Plan shall be payable not later than the sixteenth
day after the latest of the close of the Plan Year in which
he:
(a) attains age 65,
(b) completes 10 years of participation under
the Plan, or
(c) incurs a termination of employment.
If no election is received, the Participant is
deemed to have elected to defer his distribution.
Notwithstanding the foregoing, with respect to
distributions made to Participants who attained age 70 1/2
prior to January 1, 1997, the benefits of each Participant
shall be distributed or shall commence to be distributed, in
accordance with Section 401(a)(9) of the Code and the
regulations issued thereunder, not later than the April 1
following the end of the calendar year in which the
Participant attains age seventy and one-half (70 1/2),
regardless of whether his employment with the Company is
terminated s of such date provided, however, if a
Participant is not a five percent (5%) owner (as defined in
Section 416(i)(1)(B) of the Code) and shall have attained
age seventy and one-half (70 1/2) before January 1, 1988, the
benefits of any such Participant shall be distributed or
shall commence to be distributed not later than the April 1
following the calendar year in which he terminates
employment; provided further, that if a Participant attains
age 70 1/2 before January 1, 1996 but prior to January 1,
1997, such Participant may elect, in accordance with
procedures established by the Committee or its delegate, to
commence distributions in accordance with the following
paragraph. Any such minimum distributions shall be
calculated in accordance with Code Section 401(a)(9) and the
regulations and other guidance issued thereunder, and in the
form of annual payments over the life expectancy of the
Participant which life expectancy will not be recalculated.
With respect to (i) Participants who attain age
70 1/2 on or after January 1, 1997 and (ii) Participants who
are eligible and elect to defer their distributions in
accordance with this Paragraph, the benefits of any
Participant shall be distributed or shall commence to be
distributed in accordance with Code Section 401(a)(9) and
the regulations and other guidance issued thereunder not
later than April 1 following the close of the calendar year
in which the Participant terminates employment or attains
age 70 1/2, whichever is later.
Notwithstanding anything in this Article XI to
the contrary, the payment of any benefit hereunder, in
accordance with Section 401(a)(9) of the Code, generally
shall be paid or commence to be paid not later than one year
after the date of the Participant's death (or such later
date as allowed by regulations issued by the Internal
Revenue Service), or in the case of payments to a
Participant's spouse, the date on which the Participant
would have attained age seventy and one-half (70 1/2), if
later. Further, such payments shall be distributed within a
five year period following the Participant's death unless
payable over the life of the Beneficiary or a period not
extending beyond the life expectancy of such Beneficiary.
11.8 Direct Rollover Distributions
(a) At the written request of a Participant, a
surviving spouse of a Participant, or a spouse or former
spouse of a Participant that is an alternate payee under a
qualified domestic relations order as defined in Section
414(p) of the Code, (referred to as the "distributee") and
upon receipt of the written direction of the Committee or
its designee, the Trustee shall effectuate a direct rollover
distribution of the amount requested by the distributee, in
accordance with Section 401(a)(31) of the Code, to an
eligible retirement plan (as defined in Section 402(c)(8)(B)
of the Code). Such amount may constitute all or any whole
percent of any distribution from the Plan otherwise to be
made to the distributee, provided that such distribution
constitutes an "eligible rollover distribution" as defined
in Section 402(c) of the Code and the regulations and other
guidance issued thereunder. All direct rollover
distributions shall be made in accordance with the following
subsections 11.8(b) through 11.8(h).
(b) A distributee may elect to have a direct
rollover distribution apportioned among no more than two
eligible retirement plans.
(c) Direct rollover distributions shall be made,
in accordance with such forms and procedures as may be
established by the Retirement Committee or its designee and
to the extent any such distribution is to be made in shares
of Stock otherwise distributable under the Plan to the
distributee, such shares shall be registered in a manner
necessary to effectuate a direct rollover under Section
401(a)(31) of the Code.
(d) Effective January 1, 2002, After-Tax
Contributions may be distributed to an eligible retirement
plan through a direct rollover distribution.
(e) No direct rollover distribution shall be
made unless the distributee furnishes the Committee or its
designee with such information as the Retirement Committee
or its designee shall require and deems to be sufficient.
(f) A distributee may elect to divide an
eligible rollover distribution into two components, with one
portion paid as a direct rollover distribution and the
remainder paid to the distributee, provided that such
division of payments shall be permitted only if the amount
of the direct rollover distribution is at least equal to
$500.
(g) No direct rollover distributions shall be
permitted unless the amount of the distribution exceeds
$200.
(h) Direct rollover distributions shall be
treated as all other distributions under the Plan and shall
not be treated as a direct trustee-to-trustee transfer of
assets and liabilities.
ARTICLE XII
ADMINISTRATION OF THE PLAN
12.1 Appointment of the Retirement and Investment
Committees:
(a) The Company shall be the "sponsor" of the
Plan as that term is defined in ERISA. The Board of
Directors of the Company shall initially appoint the members
of the Retirement Committee and the Investments Committee,
having the responsibilities described below. The proper
officers of the Company may at any time remove or replace
any members of the Retirement Committee. The Board of
Directors of the Company may at any time remove or replace
any members of the Investments Committee. The Retirement
Committee shall administer the Plan and shall serve as a
Named Fiduciary of the Plan within the meaning of Section
402(a)(2) of ERISA. The Investments Committee shall have
discretionary control over the management and disposition of
the Plan's assets, and shall serve as a Named Fiduciary
within the meaning of Section 402(a)(2) of ERISA.
(b) If no members of the Retirement Committee or
the Investments Committee are in office, the Company shall
be deemed the appropriate Committee.
12.2 Organization And Operation Of The Committees:
(a) Each Committee shall endeavor to act, in
carrying out its duties and responsibilities in the interest
of the Participants and Beneficiaries, with the care, skill,
prudence and diligence under the prevailing circumstances
that a prudent man, acting in a like capacity and familiar
with such matters, would use in the conduct of an enterprise
of like character and aims.
(b) With respect to each Committee, a majority
of the members of the Committee at any time in office shall
constitute a quorum for the transaction of business. All
resolutions or other actions taken by the Committee shall be
by vote of a majority of those present at a meeting of the
Committee; or without a meeting, by instrument in writing
signed by a majority of members of the Committee.
If there are two or more Committee members, no
member shall act upon any question pertaining solely to
himself, and the other member or members shall alone make
any determination required by the Plan in respect thereof.
(c) Each Committee may authorize any one or more
of its members, or members of a separate administrative
subcommittee it may form, to execute any routine
administrative document on behalf of the Committee.
(d) Each Committee, may in addition to the
execution of administrative documents, delegate specific
duties and powers to one or more of its members or to a
separate administrative subcommittee it may form. Such
delegation shall remain in effect until rescinded in writing
by the Committee. The members of persons so designated
shall be solely liable, jointly and severally, for their
acts or omissions with respect to such delegated
responsibilities.
(e) Each Committee shall be empowered to employ a
Secretary and such assistants as may be required in the
administration of the Plan.
(f) Each Committee shall endeavor not to engage
directly or indirectly in any prohibited transaction, as set
forth in ERISA.
12.3 Expenses: All expenses that shall arise in
connection with the administration of the Plan, including
but not limited to the compensation of the Trustee,
administrative expenses, other expenses associated with the
purchase and sale of Stock in the Viacom Inc. Stock Fund,
other proper charges and disbursements of the Trustee, and
compensation and other expenses and charges of any enrolled
actuary, accountant, counsel, specialist or other person who
shall be employed by the Retirement Committee in connection
with the administration of the Plan will be paid from
forfeitures pursuant to Sections 10.3 and 15.2(e) and to the
extent expenses remain they shall be paid proportionately by
each Employer. Brokerage fees, transfer taxes and other
expenses attending the investment or reinvestment of Plan
assets (including investment management fees) allocated to
the Funds (other than the Viacom Inc. Stock Fund) may be
paid out of the respective Funds, when permissible under
applicable law.
12.4 Duties, Powers and Responsibilities of the
Retirement Committee: The Retirement Committee, except for
such investment and other responsibilities vested in the
Trustee or investment manager or Investment Committee, shall
have the specific powers granted to it herein and shall have
such other powers as may be necessary in order to enable it
to administer the Plan, including, but not limited to, the
full discretionary authority and responsibility for
administering the Plan in accordance with its provisions and
under applicable law. The duties, powers and
responsibilities of the Retirement Committee shall include,
but shall not be limited to, the following:
(a) To appoint such accountants, consultants,
administrators, counsel, or such other persons it deems
necessary for the administration of the Plan.
Members of the Retirement Committee shall not
be precluded from serving the Committee in one or more of
such individual capacities.
(b) To determine all benefits and to resolve all
questions arising from the administration, interpretation,
and application of Plan provisions, either by general rules
or by particular decisions.
(c) To advise the Trustee with respect to all
benefits which become payable under the Plan and to direct
the Trustee as to the manner in which such benefits are to
be paid.
(d) To adopt such forms and regulations it deems
advisable for the administration of the Plan and the conduct
of its affairs.
(e) To take such steps as it considers necessary
and appropriate to remedy any inequity resulting from
incorrect information received or communicated or as a
consequence of administrative error.
(f) To assure that its members, the Trustee and
every other person who handles funds or other property of
the Plan are bonded as required by law.
(g) To settle or compromise any claims or debts
arising from the operation of the Plan and to defend any
claims in any legal or administrative proceeding.
(h) The Retirement Committee shall be the final
review committee under the Plan, with the authority to
determine conclusively for all parties any and all questions
arising from the administration of the Plan. The Committee
shall have sole and complete discretionary authority and
control to manage the operation and administration of the
Plan, including, but not limited to, the determination of
all questions relating to eligibility for participation and
benefits, interpretation of all Plan provisions,
determination of the amount and kind of benefits payable to
any participant, spouse or beneficiary, and construction of
disputed or doubtful terms. Such decisions shall be
conclusive and binding on all parties and not subject to
further review. A claim for benefits under this Plan shall
only be paid if the Committee decides in its discretion that
the applicant is entitled to benefits.
12.5 Required Information:
Each Employer or Participant or Beneficiary entitled to
benefits shall furnish to the Retirement Committee any
information or proof requested by the Retirement Committee
and required for the proper administration of the Plan. The
Retirement Committee shall determine, in its discretion,
whether a Participant or Beneficiary is entitled to a
distribution using such information or proof. Failure on
the part of any Participant or Beneficiary to comply with
such request shall be sufficient grounds for the delay in
payment of benefits under the Plan until the requested
information or proof is received.
12.6 Indemnification:
The Company agrees to indemnify and hold the Retirement
Committee and any administrative subcommittee formed by the
Retirement Committee harmless against liability incurred in
the administration of the Plan.
12.7 Claims And Appeal Procedure:
(a) Any request or claim for Plan benefits must
be made in writing and shall be deemed to be filed by a
Participant or Beneficiary when a written request is made by
the claimant or the claimant's authorized representative
which is reasonably calculated to bring the claim to the
attention of the Retirement Committee.
(b) The Retirement Committee or its delegate
shall grant or deny claims for benefits under the Plan with
respect to Participants or their Beneficiaries and authorize
disbursements according to this Plan. The Committee shall
provide notice in writing to any Participant or Beneficiary
where a claim for benefits under the Plan has been denied in
whole or in part. Such notice shall be made within 90 days
of the receipt by the Committee of the Participant's or
Beneficiary's claim or, if special circumstances require,
and the Participant or Beneficiary is so notified in
writing, within 180 days of the receipt by the Committee of
the Participant's or Beneficiary's claim. The notice shall
be written in a manner calculated to be understood by the
claimant and shall:
(i) set forth the specific reasons for the
denial of benefits;
(ii) contain specific references to Plan
provisions relative to the denial;
(iii) describe any material and
information, if any, necessary for the claim for benefits to
be allowed, which had been requested, but not received by
the Committee; and
(iv) advise the Participant or Beneficiary
that any appeal of the Committee's adverse determination
must be made in writing to the Committee, within 60 days
after receipt of the initial denial notification, setting
forth the facts upon which the appeal is based.
(c) If notice of the denial of a claim is not
furnished within the time periods set forth above, the claim
shall be deemed denied and the claimant shall be permitted
to proceed to the review procedures set forth below. If the
Participant or Beneficiary fails to appeal the Retirement
Committee's denial of benefits in writing and within 60 days
after receipt by the claimant of written notification of
denial of the claim (or within 60 days after a deemed denial
of the claim), the Committee's determination shall become
final and conclusive.
(d) The Retirement Committee shall serve as the
final review committee, under the Plan and ERISA, for the
review of all appeals by Participants or Beneficiaries whose
initial claims for benefits have been denied, in whole or in
part. Any Participant or Beneficiary whose claim for
benefits has been denied, in whole or in part, may (and must
for the purpose of seeking any further review of a decision
or determining any entitlement to a benefit under the Plan),
within 60 days after receipt of notice of denial, submit a
written request for review of the decision denying the
claim. A claim for benefits under the Plan will be paid
only if the Committee decides in its discretion that the
applicant is entitled to benefits.
(e) If the Participant or Beneficiary appeals the
Retirement Committee's denial of benefits in a timely
fashion, the Committee shall re-examine all issues relevant
to the original denial of benefits. Any such claimant, or
his or her duly authorized representative may review any
pertinent documents, as determined by the Committee, and
submit in writing any issues or comments to be addressed on
appeal.
(f) The Retirement Committee shall advise the
Participant or Beneficiary and such individual's
representative of its decision which shall be written in a
manner calculated to be understood by the claimant, and
include specific references to the pertinent Plan provisions
on which the decision is based. Such response shall be made
within 60 days of receipt of the written appeal, unless
special circumstances require an extension of such 60-day
period for not more than an additional 60 days. Where such
extension is necessary, the claimant shall be given written
notice of the delay. If the decision on review is not
furnished within the time set forth above, the claim shall
be deemed denied on review.
(g) Any participant whose claim for benefits has
been denied shall have such further rights of review as are
provided in ERISA Section 503, and the Retirement Committee
shall retain such right, authority and discretion as is
provided in or not expressly limited by ERISA Section 503.
(h) The Retirement Committee shall be the final
review committee under the Plan, with the authority to
determine conclusively for all parties any and all questions
arising from the administration of the Plan, and shall have
sole and complete discretionary authority and control to
manage the operation and administration of the Plan,
including, but not limited to, the determination of all
questions relating to eligibility for participation and
benefits, interpretation of all Plan provisions,
determination of the amount and kind of benefits payable to
any participant, spouse or beneficiary, and construction of
disputed or doubtful terms. Such decisions shall be
conclusive and binding on all parties and not subject to
further review. A claim for benefits under this Plan shall
only be paid if the Committee decides in its discretion that
the claimant is entitled to benefits.
12.8 Liability of Committee Members: Each member of
the Retirement and Investments Committees shall be liable
for any act of omission or commission as such only to the
extent required by ERISA.
12.9 Reliance on Reports and Certificates: The
Retirement and Investments Committees will be entitled to
rely conclusively upon all tables, valuations, certificates,
opinions and reports furnished by any Trustee, accountant,
controller, counsel or other person who is employed or
engaged for such purposes.
12.10 Member's Own Participation: No member of the
Retirement or Investments Committees may act, vote or
otherwise influence a decision of the Committee specifically
relating to his own participation under the Plan.
12.11 Fiduciary Indemnification: Notwithstanding any
other provision of this Plan, the Board may, to the extent
permitted by law, provide for indemnification by the Company
of any fiduciary for any liability incurred in his capacity
as such fiduciary.
12.12 Allocation of Responsibilities: The Company
may allocate responsibilities for the operation and
administration of the Plan and the management of its assets
consistent with the Plan's terms, including allocation of
responsibilities to the Retirement and Investments
Committees and the Employers. The Company and other named
fiduciaries may delegate any of their responsibilities
hereunder by designating in writing other persons to carry
out their respective responsibilities (other than trustee
responsibilities the delegation of which may be limited by
law) under the Plan, and may employ persons to advise them
with regard to any such responsibilities. Specifically, and
not by way of limitation of the foregoing provision of this
Section 12.11, the Company may delegate or allocate, as
applicable, to another fiduciary or named fiduciary the
responsibility to appoint, retain and terminate trustees and
investment managers and to define the authorities and
responsibilities of each. The provisions of this Section
12.11 shall apply to the responsibilities of the Company or
any other named fiduciary under the Plan, relating to any
trusts associated with the Plan, including any group,
commingled, common or master trust associated with the Plan
and with respect to which the Company or any other named
fiduciary under the Plan has responsibilities.
12.13 Multiple Capacities: Any person or group of
persons may serve in more than one fiduciary capacity with
respect to the Plan (including service both as a trustee and
as an administrator).
ARTICLE XIII
AMENDMENT AND TERMINATION
13.1 Right to Amend or Terminate: The Retirement
Committee may, at any time, modify, alter or amend this Plan
or any Trust Agreement thereunder from time to time to any
extent that they may deem advisable including, but without
limiting the generality of the foregoing, any amendment
deemed necessary to ensure the continued qualification of
the Plan under Section 401(a) of the Code, unless provided
otherwise in the Company's governing documents. Each
Employer reserves the right, by action of its board of
directors, to terminate the Plan with respect to their
Participants herein. The Company reserves the right to
execute any amendment deemed necessary or appropriate to
terminate the trust. No such amendment(s) shall increase
the duties or responsibilities of the Trustee without its
consent thereto in writing. No such amendment(s) shall have
any retroactive effect so as to deprive any Participant of
any benefit already accrued (including the timing and form
of any option benefits), except that any amendment may be
made retroactive which is necessary to bring the Plan into
conformity with government regulations or policies in order
to qualify or maintain qualification of the Plan under the
appropriate section of the Code. No such amendment(s) shall
have the effect of revesting in the Employers the whole or
any part of the principal or income for purposes other than
for the exclusive benefit of the Participants or their
Beneficiaries at any time prior to the satisfaction of all
the liabilities under the Plan with respect to such persons.
Any amendment of the Plan shall be made by:
(a) the adoption of a resolution by the Board
amending the Plan, or
(b) the adoption of a resolution by the
Retirement Committee amending the Plan.
If any amendment changes the vesting provisions of
Article X, any Participant with at least three years of
Vesting Service may elect, by filing a written request with
the Retirement Committee within sixty days after he has
received notice of such amendment, to have his vested
interest computed under the provisions of Article X as in
effect immediately prior to such amendment.
13.2 Full Vesting on Termination/Partial Termination of
Plan: In the event of the complete or partial termination of
the Plan, or the complete discontinuance of contributions
thereto, the account balances of all affected Participants
shall become fully vested. The account balance of each
affected Participant shall continue to be held in Trust until
a Participant is entitled to a distribution under the
otherwise applicable terms of the Plan.
13.3 Distribution of Funds Upon Termination of the
Plan: In the event of, and upon, an Employer's termination
of the Plan or permanent discontinuance of contributions
other than by reason of being merged into, or consolidated
with, another Employer, whether or not the Trust shall also
terminate concurrently therewith, the Trustee shall, as of
and as promptly as shall be practicable after the Valuation
Date next succeeding whichever shall occur first of (i) such
Participant ceasing to be an Employee of an Employer or
another Affiliated Company and (ii) the earliest date
allowed by the Internal Revenue Service for distribution of
benefits following the termination of the Plan pay or
distribute to such Participant (or his Beneficiary) in the
manner provided in Article XI hereof the benefits to which
he is (or they are) entitled.
ARTICLE XIV
GENERAL PROVISIONS
14.1 Employment Relationships: Nothing contained
herein will be deemed to give any Employee the right to be
retained in the service of an Employer or to interfere with
the rights of an Employer to discharge any Employee at any
time.
14.2 Non-Alienation of Benefits: (a) Subject to
Section 14.3, and subject to and in accordance with
applicable law and subparagraph (b) below, no benefit
payable under the Plan will be subject in any manner to
anticipation, assignment, attachment, garnishment, or
pledge, and any attempt to anticipate, assign, attach,
garnish or pledge the same will be void, and no such
benefits will be in any manner liable for or subject to the
debts, liabilities, engagements, or torts of any
Participant.
(b) A Participant's benefits under the Plan may
be offset against an amount the Participant is ordered to
pay to the Plan if (a) the order or requirement to pay
arises (i) under a judgment of conviction for a crime
involving the Plan, (ii) under a civil judgment (including a
consent order or decree) entered by a court in an action
brought in connection with a violation(or alleged violation)
of part 4 of subtitle B of title I or ERISA, or (iii)
pursuant to a settlement agreement between the Secretary of
Labor and the Participant, or a settlement agreement between
the Pension Benefit Guaranty Corporation and the
Participant, in connection with a violation (or alleged
violation) of part 4 of such subtitle by a fiduciary or any
other person and (b) the judgment, order, decree, or
settlement agreement expressly provides for the offset of
all or part of the amount ordered or required to be paid to
the Plan against the Participant's benefits provided under
the Plan.
14.3 Qualified Domestic Relations Order:
Notwithstanding any other provisions of the Plan, in the
event that a qualified domestic relations order (as defined
in Section 414(p) of the Code and Section 206(d)(3) of
ERISA) is received by the Committee, benefits shall be
payable in accordance with such order and with Section
414(p) of the Code and Section 206(d)(3) of ERISA. The
amount payable to the Participant and to any other person
other than the payee entitled to benefits under the order,
shall be adjusted accordingly. Benefits payable under a
qualified domestic relations order may be paid prior to the
"earliest retirement age" as such term is defined in the
Code and ERISA. The Retirement Committee shall establish
reasonable procedures for determining the qualified status
of any domestic relations order and for administering
distributions under any such order.
14.4 Exclusive Benefit of Employees: No part of the
corpus or income of the Funds will be used for, or diverted
to, purposes other than the exclusive benefit of
Participants and their Beneficiaries.
14.5 Merger, Consolidation or Transfer of Assets or
Liabilities: There will be no merger or consolidation with,
or transfer of any assets or liabilities to any other plan,
unless each Participant will be entitled to receive a
benefit immediately after such merger, consolidation, or
transfer as if this Plan were then terminated which is equal
to the benefit he would have been entitled to immediately
before such merger, consolidation, or transfer as if this
Plan had been terminated.
14.6 Appointments of Trustee: The Trustee as a
fiduciary under the Plan is appointed by the Investments
Committee with such powers as to investment, reinvestment,
control and disbursement of the Fund as are set forth in the
Trust Agreement, as modified from time to time. The
Investments Committee may remove
the Trustee at any time on the notice required by the terms
of such Trust Agreement, and upon such removal or upon the
resignation of any such Trustee the Board will designate a
successor Trustee.
14.7 Discretion of the Board of Directors and the
Retirement and or Investments Committees: All consents of
the board of directors of each of the Employers and all
consents of the Retirement and Investments Committees herein
provided for may be granted or withheld in the sole and
absolute discretion of said board of directors or of the
Retirement or Investments Committee, as the case may be,
and, if granted, may be granted on such terms and conditions
as said board of directors or the Retirement or Investments
Committees, as the case may be, in its sole and absolute
discretion shall determine. All determinations hereunder
made by the board of directors of any of the Employers and
all such determinations made by the Retirement and
Investments Committee shall likewise be made in the sole and
absolute discretion of said board of directors or the
Retirement and or Investments Committee, as the case may be.
14.8 Voting and Tender Offers with respect to Viacom
Inc. Common Stock:
(a) A Participant may vote at each annual
meeting and at each special meeting of the Company the
shares of Stock of the Company with voting rights at the
time represented in his Accounts and attributable to
Matching Employer Contributions and earnings thereon. The
Company shall provide the Trustee, on a timely basis, with
all materials necessary to permit the Trustee to solicit
participants' voting instructions and to vote shares. The
Trustee shall cause to be provided to each Participant a
copy of the proxy solicitation material for each such
meeting together with a request for the Participant's
confidential instructions as to how such shares are to be
voted at such meeting. Upon receipt of such instructions,
the Trustee shall vote all such shares as instructed. The
Trustee shall vote shares for which it has not received
voting instructions in proportion to those shares for which
it receives instructions.
(b) In the event that a tender or exchange offer
or other offer to purchase Stock is made by an individual or
entity for all or a portion of the Stock held in the Viacom
Stock Fund, a Participant may elect to tender the shares of
Stock at the time represented in his Accounts. The Company
shall provide the Trustee, on a timely basis, with all
materials necessary so as to permit the Trustee to solicit
Participant's instructions and to tender such shares. The
Trustee shall cause to be provided to each Participant a
copy of the tender offer materials with a request for the
Participant's confidential instructions regarding the tender
of such shares. Upon receipt of such instructions, the
Trustee shall tender shares as instructed. The Trustee
shall not tender shares for which it has not received
instructions.
14.9 Payments to Minors and Incompetents: If a
Participant or Beneficiary entitled to receive any benefits
hereunder is a minor or is deemed by the Retirement
Committee or is adjudged to be legally incapable of giving
valid receipt and discharge for such benefits, they will be
paid to such persons as the Retirement Committee might
designate or to the duly appointed guardian.
14.10 Employee's Records: Each of the Employers and
the Plan Administrator shall respectively keep such records,
and each of the Employers and the Plan Administrator shall
each reasonably give notice to the other of such
information, as shall be proper, necessary or desirable to
effectuate the purposes of the Plan and the Trust Agreement,
including, without in any manner limiting the foregoing,
records and information with respect to the employment date,
date of participation in the Plan and Compensation of
Employees, elections by Participants and their Beneficiaries
and consents granted and determinations made under Plan and
the Trust Agreement. Neither any of the Employers nor the
Plan Administrator shall be required to duplicate any
records kept by the other. Each Participant shall cooperate
with the Plan Administrator to administer the Plan in the
manner herein and in the Trust Agreement provided.
14.11 Titles and Headings: The titles to sections and
headings or paragraphs of this Plan are for convenience of
reference and, in case of any conflict, the text of the
Plan, rather than such titles and headings, shall control.
14.12 Use of Masculine and Feminine; Singular and
Plural: Wherever used herein, the masculine gender will
include the feminine gender and the singular will include
the plural, unless the context indicates otherwise.
14.13 Governing Law: To the extent that New York law
has not been preempted by the provisions of ERISA, the
provisions of the Plan will be construed in accordance with
the laws of the State of New York.
ARTICLE XV
NONDISCRIMINATION AND ANNUAL ADDITION LIMITATIONS
15.1 Limitation on Before-Tax Contributions:
(a) Effective for Plan Years beginning on or
after January 1, 1997, and notwithstanding anything herein
to the contrary, in no event shall the Before-Tax
Contributions made on behalf of Highly Compensated
Participants with respect to any Plan Year result in an
Actual Deferral Percentage for such group of Highly
Compensated Participants which exceeds the greater of:
(i) an amount equal to 125% of the Actual
Deferral Percentage for the current Plan Year for all
Participants other than Highly Compensated Participants; or
(ii) an amount equal to the sum of the
Actual Deferral Percentage for the preceding Plan Year for
all Participants other than Highly Compensated Participants
and 2%, provided that such amount does not exceed 200% of
the Actual Deferral Percentage for the preceding Plan Year
for all Participants other than Highly Compensated
Participants.
(iii) Notwithstanding the foregoing, the
Committee may elect to apply the foregoing tests for any
year on the basis of current year testing requirements in
lieu of the prior year testing requirements set forth above
and the Committee may elect to change from the current year
testing requirements to prior year testing requirements in
accordance with Code Section 401(k) and such rules
promulgated in notices, regulations or other guidance
thereunder.
(b) The Committee shall be authorized to
implement rules authorizing or requiring reductions in the
Before-Tax Contributions that may be made on behalf of
Highly Compensated Participants during the Plan Year (prior
to any contributions to the Trust) so that the limitations
of Section 15.1(a) are satisfied.
(c) In addition to the reductions set forth in
subsection (b), if the limitations under Section 15.1(a) are
exceeded in any Plan Year, the Committee may, in accordance
with regulations issued under Code Section 401(k)(3),
authorize or require the recharacterization of Excess Before-
Tax Contributions as After-Tax Contributions so that the
limitations in that Plan Year are not exceeded.
(d) To the extent such Before-Tax Contributions
exceeding the limitations under Section 15.1(a) are not
recharacterized, an Employer may, in the discretion of the
Board of Directors, make Qualified Nonelective Contributions
to the Accounts of Participants who are not Highly
Compensated Participants.
(e) To the extent the limitations under Section
15.1(a) continue to be exceeded following such
recharacterization or making of Qualified Nonelective
Contributions, if any, the Excess Before-Tax Contributions
made on behalf of Highly Compensated Participants with
respect to a Plan Year and income allocable thereto shall
then be distributed to such Highly Compensated Participants
as soon as practicable after the end of such Plan Year, but
no later than twelve months after the close of such Plan
Year. Effective for Plan Years beginning on or after
January 1, 1997, the amount of Excess Before-Tax
Contributions to be distributed to each Participant shall be
determined as follows:
Once the leveling procedure described in Section 2.20
has been completed, the total dollar amount of Excess Before-
Tax Contributions shall be determined. This amount shall be
distributed in accordance with a leveling procedure under
which the dollar amount of Before-Tax Contributions of the
Highly Compensated Participant with the highest dollar
amount of Before-Tax Contributions shall be reduced to the
extent required to distribute the total amount of Excess
Before-Tax Contributions or, if it results in a lower
reduction, to the extent required to cause such Highly
Compensated Participant's dollar amount of Before-Tax
Contributions to equal the dollar amount of Before-Tax
Contributions of the Highly Compensated Participant with the
next highest dollar amount of Before-Tax Contributions.
This distribution procedure shall be repeated until all
Excess Before-Tax Contributions have been distributed. The
amount of income allocable to Excess Before-Tax
Contributions shall be determined in accordance with the
provisions of Article VI. The amount of Excess Before-Tax
Contributions distributed to any Participant under this
subsection for any Plan Year shall be reduced by any excess
deferrals previously distributed to such Participant
pursuant to Section 15.1(g), if any for such Plan Year.
(f) The Committee may utilize any combination of
the methods described in the foregoing subsections (b), (c),
(d) and (e) to assure that the limitations of Section
15.1(a) are satisfied.
(g) Notwithstanding the limitations of Section
15.1(a), in no event may the amount of Before-Tax
Contributions to the Plan, in addition to all such salary
reduction contributions under all other cash or deferred
arrangements (as defined in Code Section 401(k)) maintained
by the Company or an Affiliated Company in which a
Participant participates, exceed $10,500 for 2001, $11,000
for 2002 and the otherwise applicable limit under Code
Section 402(g) (adjusted for increases in the cost-of-living
under Code Section 402(g)) in a calendar year. If such
before-tax amounts exceed $10,500 (as adjusted), all such
amounts in excess of the applicable limit and any income or
losses allocable to such excess amounts shall be distributed
to the Participant no later than the April 15 following the
calendar year in which the excess occurred. If a
Participant participates in another cash or deferred
arrangement in any calendar year which is not maintained by
the Company or an Affiliated Company, and his total Before-
Tax Contributions under the Plan and such other plan exceed
the applicable limit in a calendar year, he may request to
receive a distribution of the amount of the excess deferral
(a deferral in excess of the applicable limit) that is
attributable to Before-Tax Contributions in the Plan
together with earnings thereon, notwithstanding any
limitations on distributions contained in the Plan. Such
distribution shall be made by the April 15 following the
Plan Year of the Before-Tax Contribution provided that the
Participant notifies the Retirement Committee of the amount
of the excess deferral that is attributable to a Before-Tax
Contribution to the Plan and requests such a distribution.
The Participant's notice must be received by the Committee
no later than the March 1 following the Plan Year of the
excess deferral. In the absence of such notice, the amount
of such excess deferral attributable to Before-Tax
Contributions to the Plan shall be subject to all
limitations on withdrawals and distributions in the Plan.
The amount of excess deferrals that may be distributed under
this subsection (g) with respect to any Participant for any
Plan Year shall be reduced by the amount of any Excess
Before-Tax Contributions previously distributed pursuant to
Section 15.1(e), if any, for such Plan Year.
15.2 Maximum Contribution Percentage
(a) Effective for Plan Years beginning on or
after January 1, 1997, and notwithstanding anything herein
to the contrary, in no event may Matching Employer
Contributions and After-Tax Contributions (including Before-
Tax Contributions which are recharacterized pursuant to
Section 15.1(c), if any) made on behalf of all Highly
Compensated Participants with respect to any Plan Year
result in a Contribution Percentage for such group of
Employees which exceeds the greater of (1) or (2) below,
where:
(1) is an amount equal to 125% of the
Contribution Percentage for the preceding Plan Year for all
Participants in the Plan other than Highly Compensated
Participants; and
(2) is an amount equal to the sum of the
Contribution Percentage for the preceding Plan Year for all
Participants in the Plan other than Highly Compensated
Participants and 2%, provided that such amount does not
exceed 200% of the Contribution Percentage for the preceding
Plan Year for all Participants other than Highly Compensated
Participants.
Notwithstanding the foregoing, the Committee may
elect to apply the foregoing tests for any year on the basis
of current year testing requirements in lieu of the prior
year testing requirements set forth above and the Committee
may elect to change from the current year testing
requirements to prior year testing requirements in
accordance with Code Section 401(m) and such rules
promulgated in notices, regulations or other guidance
thereunder.
(b) The Committee shall be authorized to
implement rules authorizing or requiring reductions in the
After-Tax Contributions that may be made by Highly
Compensated Participants during the Plan Year (prior to any
contributions to the Trust) so that the limitations of
Section 15.2(a) are satisfied.
(c) Notwithstanding any reductions pursuant to
subsection (b), if the limitations under Section 15.2(a) are
exceeded, an Employer may, in the discretion of the Board of
Directors, make additional contributions to the
Participant's Accounts of Participants who are not Highly
Compensated Employees, which additional contributions shall
either be Qualified Nonelective Contributions or additional
Matching Employer Contributions under Section 5.7 of the
Plan. In addition, in accordance with regulations issued
under Section 401(m) of the Code, the Committee may elect to
treat amounts attributable to Before-Tax Contributions as
such additional Matching Employer Contributions solely for
the purposes of satisfying the limitations of Section
15.2(a).
(d) If the limitations under Section 15.2(a)
continue to be exceeded following such Qualified Nonelective
Contributions or additional Matching Employer Contributions,
if any, the Excess Aggregate Contributions made with respect
to Highly Compensated Participants with respect to such Plan
Year, and any income attributable thereto, shall be
distributed to Highly Compensated Participants in an amount
equal to each such Participant's After-Tax Contributions
(including recharacterized Before-Tax Contributions). Once
the leveling procedure described in Section 2.19 has been
completed, the total dollar amount of Excess Aggregate
Contributions shall be determined. Effective for Plan years
beginning on or after January 1, 1997, this amount shall be
distributed in accordance with a leveling procedure under
which the dollar amount of After-Tax Contributions of the
Highly Compensated Participant with the highest dollar
amount of After-Tax Contributions shall be reduced to the
extent required to distribute the total amount of Excess
Aggregate Contributions or, if it results in a lower
reduction, to the extent required to cause such Highly
Compensated Participant's dollar amount of After-Tax
Contributions to equal the dollar amount of After-Tax
Contributions of the Highly Compensated Participant with the
next highest dollar amount of After-Tax Contributions. This
distribution procedure shall be repeated until all Excess
Aggregate Contributions have been distributed or, if
earlier, all After-Tax Contributions have been distributed.
(e) If the limitations under Section 15.2(a)
continue to be exceeded following the distributions
described in subsection (d), the Matching Employer
Contributions made on behalf of Highly Compensated
Participants which are not vested pursuant to Section 10.2
shall be forfeited to the extent of any remaining Excess
Aggregate Contributions made on behalf of Highly Compensated
Participants with respect to such Plan Year, and any income
allocable thereto. Such forfeitures shall be utilized to
reduce future Matching Employer Contributions, to defray
administrative expenses of the Plan, to correct an error
made in allocating amounts to Participant's Accounts or
resolve any claim filed under the Plan in accordance with
Section 12.6 and to restore Participants' Accounts in
accordance with Section 10.3(b).
(f) If the limitations under Section 15.2(a)
continue to be exceeded following the distribution of
After-Tax Contributions or the allocation of the
forfeitures, if any, described above, the remaining Excess
Aggregate Contributions made on behalf of Highly Compensated
Participants with respect to such Plan Year, and any income
attributable thereto, shall be distributed to the affected
Highly Compensated Participants.
(g) All Excess Aggregate Contributions and any
income allocable thereto shall be forfeited or distributed,
as described above, as soon as practicable after the close
of the Plan Year, but no later than twelve months after the
close of the Plan Year in which they occur. The amount of
income allocable to Excess Aggregate Contributions shall be
determined in accordance with the regulations issued under
Section 401(m) of the Code. The Retirement Committee is
authorized to implement rules under which it may utilize any
combination of the methods described in the foregoing
subparagraphs (b), (c), (d), (e), and (f) to assure that the
limitations of Section 15.2(a) are satisfied.
(h) Effective for Plan Years beginning before
January 1, 2002, and notwithstanding anything to the
contrary in Sections 15.1 or 15.2, Before-Tax Contributions,
After-Tax Contributions, and Matching Employer Contributions
may not be made to this Plan in violation of the rules
prohibiting multiple use of the alternative limitation
described in Sections 401(k)(3)(A)(ii)(II) and
401(m)(2)(A)(ii) of the Code and the provisions of Treasury
Regulation section 1.401(m)-2(b) and any further guidance
issued thereunder. If such multiple use occurs, the
Contribution Percentages for all Highly Compensated
Participants (determined after applying the foregoing
provisions of Sections 15.1 and 15.2) shall be reduced in
accordance with Treasury Regulation section 1.401(m)-2(c)
and any further guidance issued thereunder in order to
prevent such multiple use of the alternative limitation.
(i) Notwithstanding anything in the Plan to the
contrary, if the rate of Matching Employer Contributions
(determined after application of the corrective mechanisms
described in the foregoing provisions of Section 15.2)
discriminates in favor of Highly Compensated Participants,
the Matching Employer Contribution attributable to any
Excess Before-Tax Contribution, Excess Aggregate
Contributions, or excess deferral (as described in Section
15.1(g)) of each affected Highly Compensated Participant
shall be forfeited so that the rate of Matching Employer
Contributions is nondiscriminatory. Any such forfeitures
shall be made no later than the end of the Plan Year
following the Plan Year for which the contribution was made.
Forfeitures, if any, shall be utilized to reduce future
Matching Employer Contributions, to defray administrative
expenses of the Plan, to correct an error made in allocating
amounts to Participant's Accounts or resolve any claim filed
under the Plan in accordance with Section 12.6 and to
restore Participants' Accounts in accordance with Section
10.3(b).
15.3 Limitation on Annual Additions:
(a)(i) Basic Limitation for Years beginning prior
to January 1, 2002. Subject to the adjustments hereinafter
set forth, the Annual Addition for any Plan Year to a
Participant's Accounts under this Plan shall in no event
exceed the lesser of:
(i) $30,000 (as adjusted for increases in
the cost of living in accordance with Section 415(d)); or
(ii) 25% of the amount of a Participant's
annual Earnings.
(a)(ii) Basic Limitation for Years beginning after
December 31, 2001. Except to the extent that this Plan
permits catch-up contributions under Code Section 414(v), if
applicable, the Annual Addition for any Plan Year to a
Participant's Accounts under this Plan shall in no event
exceed the lesser of:
(i) $40,000 (as adjusted for increases in
the cost of living in accordance with Section 415(d)); or
(ii) 100% of the amount of a Participant's
annual Earnings.
(b) Definition of Employer. For purposes of
this Section, the term "Employer" shall include any
Affiliated Company, as defined in Section 2.4 hereof and as
modified by Section 415(h) of the Code.
(c) Excess Annual Additions Precluded. Prior to
the allocation of contributions in any Plan Year, the
Committee shall determine whether the amount to be allocated
would cause the limitations prescribed hereunder to be
exceeded with respect to any Participant. In the event
there would be such an excess, the Annual Additions to this
Plan shall be adjusted by reducing Participant and Employer
contributions in such amounts as are determined by the
Retirement Committee and in such order elected by the
Participant with the consent of the Committee, but only to
the extent necessary to satisfy such limitations.
(d) Disposal of Excess Annual Additions. In the
event that, notwithstanding subparagraph (c) hereof, the
limitations with respect to Annual Additions prescribed
hereunder are exceeded with respect to any Participant and
such excess arises as a consequence of a reasonable error in
estimating the Participant's Earnings, the allocation of
forfeitures, or a reasonable error in determining the amount
of Before-Tax Contributions that may be made with respect to
any individual under the limits of Section 415 of the Code,
such excess amounts shall not be deemed Annual Additions in
that limitation year to the extent corrected hereunder.
First, Before-Tax Contributions and After-Tax Contributions
(together with earnings thereon) shall be returned to each
affected Participant to the extent that such distribution
would reduce the excess amounts in the Participant's
Accounts. These amounts shall be disregarded in applying
the limitations of Sections 15.1 and 15.2. To the extent
excess amounts remain after any such distributions, such
excess amounts shall be utilized to reduce Matching Employer
Contributions on behalf of the Participant for the next
succeeding Plan Year, and succeeding Plan Years, as
necessary. If the Participant is not covered by the Plan at
the end of any such succeeding Plan Year, but an excess
amount still exists, such excess amount will be held
unallocated in a suspense account. The suspense account
will be applied to reduce Matching Employer Contributions
for Participants in that Plan Year, and succeeding Plan
Years, if necessary. The amount in such suspense account
shall be credited to the Accounts of Participants in the
manner provided in Section 5.9.
ARTICLE XVI
TOP-HEAVY PLAN
16.1 General Rule: The Plan shall meet the
requirements of this Article XVII in the event that the Plan
is or becomes a Top-Heavy Plan.
16.2 Top-Heavy Plan:
(a) Test for Top-Heaviness. Subject to the
aggregation rules set forth in subsection (b), the Plan
shall be considered a Top-Heavy Plan pursuant to Section
416(g) of the Code in any Plan Year if, as of the
Determination Date, the value of the cumulative Account
Balances of all Key Employees exceeds sixty percent (60%) of
the value of the cumulative Account Balances of all of the
Employees as of such Date, excluding former Key Employees
and excluding any Employee who has not performed services
for the Employer during the five (5) consecutive Plan Year
period ending on the Determination Date, but taking into
account in computing the ratio any distributions made during
the five (5) consecutive Plan Year period ending on the
Determination Date. For purposes of the above ratio, the
Account Balance of a Key Employee shall be counted only once
each Plan Year.
(b) Aggregation and Coordination With Other
Plans. For purposes of determining whether the Plan is a
Top-Heavy Plan and for purposes of meeting the requirements
of this Article XVI, the Plan shall be aggregated and
coordinated with other qualified plans in a Required
Aggregation Group and may be aggregated or coordinated with
other qualified plans in a Permissive Aggregation Group. If
such Required Aggregation Group is Top-Heavy, this Plan
shall be considered a Top-Heavy Plan. If such Permissive
Aggregation Group is not Top-Heavy, this Plan shall not be a
Top-Heavy Plan.
16.3 Definitions: For the purpose of determining
whether the Plan is Top-Heavy, the following definitions
shall be applicable:
(a) Determination and Valuation Dates. The term
"Determination Date" shall mean, in the case of any Plan
Year, the last day of the preceding Plan Year. The value of
an individual's Account Balance shall be determined as of
the Valuation Date next preceding the Determination Date and
shall include any contribution actually made after such
Valuation Date but on or before the Determination Date.
(b) Key Employee. An individual shall be
considered a Key Employee if he is an Employee or former
Employee who at any time during the current Plan Year or any
of the four (4) preceding Plan Years met the requirements of
Code Section 416(i)(1) and the regulations thereunder.
(c) Non-Key Employee. The term "Non-Key
Employee" shall mean any Employee who is a Participant and
who is not a Key Employee.
(d) Beneficiary. Whenever the term "Key
Employee", "former Key Employee", or "Non-Key Employee" is
used herein, it includes the Beneficiary or Beneficiaries of
such individual.
(e) Required Aggregation Group. The term
"Required Aggregation Group" shall mean all other qualified
defined benefit and defined contribution plans maintained by
the Employer in which a Key Employee participates, and each
other plan of the Employer which enables any plan in which a
Key Employee participates to meet the requirements of
Section 401(a)(4) or 410 of the Code.
(f) Permissive Aggregation Group. The term
"Permissive Aggregation Group" shall mean all other
qualified defined benefit and defined contribution plans
maintained by the Employer that meet the requirements of
Sections 401(a)(4) and 410 of the Code when considered with
a Required Aggregation Group.
16.4 Requirements Applicable if Plan is Top-Heavy: In
the event the Plan is determined to be Top-Heavy for any
Plan Year, the following requirements shall be applicable:
(a) Minimum Allocation.
(i) In the case of a Non-Key Employee who is
covered under this Plan but does not participate in any
qualified defined benefit plan maintained by the Employer, the
Minimum Allocation of contributions plus forfeitures allocated
to the account of each such Non-Key Employee who has not
separated from service at the end of a Plan Year in which the
Plan is Top-Heavy shall equal the lesser of three percent (3%)
of Compensation for such Plan Year or the largest percentage
of Compensation provided on behalf of any Key Employee
(including Before-Tax Contributions and Matching Employer
Contributions) for such Plan Year. The Minimum Allocation
provided hereunder may not be suspended or forfeited under
Section 411(a)(3)(B) or 411(a)(3)(D) of the Code. The Minimum
Allocation shall be made for a Non-Key Employee for each Plan
Year in which the Plan is Top-Heavy, even if he has not
completed a Year of Service in such Plan Year or if he has
declined to elect to have Before-Tax Contributions made on his
behalf. An Employee shall receive such a minimum allocation
for each Plan Year in which the Plan is Top-Heavy, regardless
of his level of compensation, even if he has not completed a
Year of Service in such Plan Year and even if he has not
separated from service at the end of such Plan Year.
Qualified Nonelective Contributions may be taken into account
for purposes of the minimum allocation requirement. Matching
Employer Contributions allocated to Key Employees shall be
treated as Employer contributions for purposes of determining
the minimum allocation.
(ii) A Non-Key Employee who is covered under
this Plan and under a qualified defined benefit plan
maintained by the Employer shall not be entitled to the
Minimum Allocation under this Plan but shall receive the
minimum benefit provided under the terms of the qualified
defined benefit plan.
(b) Top-Heavy Vesting Schedule.
(i) A Non-Key Employee is at all times one
hundred percent (100%) vested in the full value of his
Account attributable to his Before-Tax Contributions,
After-Tax Contributions, and Rollover Contributions.
(ii) Fewer than Two Years of Vesting
Service. A Non-Key Employee whose employment is terminated
prior to age sixty-five (65) and prior to the completion of
two (2) or more full Years of Vesting Service shall not be
entitled to any Matching Employer Contributions under the
Plan.
(iii) Two or More Years of Vesting
Service. A Non-Key Employee whose employment is terminated
after age sixty-five (65) or after the completion of two (2)
or more full Years of Vesting Service shall be one hundred
percent (100%) vested in the full value of his Account
attributable to Matching Employer Contributions under the
Plan.
Notwithstanding the foregoing provisions of this
Section 16.4(b), at any time this Plan is a top-heavy plan,
in no event will a Participant's vested percentage interest
in the portion of his account attributable to Matching
Employer Contributions be less than his vested percentage
interest determined under Section 10.2 of the Plan.
ARTICLE XVII
SIGNATURE
The Plan as herein amended and restated has hereby
been approved and adopted to be effective as of the dates
set forth herein this 28th day of January, 2002.
VIACOM INC.
By: /s/ William Roskin
Title: Senior Vice President,
Human Resources &
Administration
APPENDIX A
SPECIAL PROVISIONS APPLICABLE TO CERTAIN PARTICIPANTS
This Appendix sets forth provisions applicable to
Participants who participated or were eligible to
participate in certain plans maintained by the Company and
Affiliated Companies prior to September 1, 2001 (or November
1, 2001, with respect to the Infinity Plan). All accrued
benefits in such plans, including the timing and form of
optional forms of payment, that are required to be protected
under Code Section 411(d)(6) have been protected in the
Plan. Any capitalized terms shall have the same meaning as
provided in this Plan unless the context clearly indicates
otherwise.
I. SPECIAL PROVISIONS WITH RESPECT TO PARTICIPANTS IN
MERGED PLANS
Notwithstanding anything in the Plan to the contrary,
the provisions of this Appendix A, Section I shall apply
where indicated to Participants referred to hereunder.
A. MERGING OF ASSETS
Effective after the close of business on the
dates indicated, the assets of the following plans were
merged into the Plan:
(i) Effective as of December 31, 1995, the
Paramount Communications Inc. Employees' Savings Plan (the
"PCI Plan");
(ii) Effective as of December 31, 1995, the
Prentice Hall Computer Publishing Division Retirement Plan
(the "PHCP Plan");
(iii) Effective as of December 31, 1995, the
Blockbuster Entertainment Retirement and Savings Plan (the
"Blockbuster Plan");
(iv) Effective as of August 31, 2001, the
CBS Employee Investment Fund (the "EIF");
(v) Effective as of August 31, 2001, the MTVi
Group Investment Plan (the "MTVi Plan");
(vi) Effective as of August 31, 2001, the
Savings and Investment Plan for Collective Bargaining
Employees of Viacom Broadcasting of Missouri, Inc. (the
"KMOV Plan");
(vii) Effective as of October 31, 2001, the
Infinity Broadcasting Corporation Employees' 401(k) Plan
(the "Infinity Plan").
B. TRANSFERRED ASSETS
Except where specified otherwise in this
Appendix A, any assets transferred to the Plan from a plan
enumerated in Section A above will retain their character as
employee after-tax or before-tax contributions and earnings
thereon; employer contributions (matching or otherwise) and
earnings thereon or rollover contributions and earnings
thereon. In addition, except where specified otherwise in
this Appendix A, such transferred assets shall be invested
in accordance with the provisions of Article VII of the
Plan.
C. PHCP PLAN
Unless stated to the contrary, the following
provisions apply to Employees who were Participants in the
PHCP Plan or who were employees of Prentice Hall Inc.
permanently assigned to the Computer Publishing Division
("PHCP Plan Participants") on December 31, 1995 and who
subsequently became Participants in the Plan.
1. SERVICE
Notwithstanding anything to the contrary in
Article IV or any other provision of the Plan, a PHCP Plan
Participant's Eligibility Service and Vesting Service under
the Plan shall include the Participant's Eligibility Service
and Vesting Service as of December 31, 1995 under the terms
of the PHCP Plan. For purposes of calculating Eligibility
Service and Vesting Service on and after January 1, 1996,
the date of hire of a PHCP Participant shall be January 1,
1996.
In no event shall such Participant be
credited with less Eligibility Service and Vesting Service
under the Plan than the service with which the Participant
was credited under the terms of the PHCP Plan on December
31, 1995.
2. INVESTMENT OF CONTRIBUTIONS
With respect to the portion of a
Participant's Account attributable to Company Matching
Contributions and Company Retirement Contributions under the
PHCP Plan as of December 31, 1995, and in addition to any
rights a Participant has pursuant to the provisions of
Article VII of the Plan, a PHCP Participant shall have the
right to direct the investment of such amounts attributable
to such Company Contributions in the same manner as the
Participant may direct the investment of Before-Tax
Contributions and After-Tax Contributions as set forth in
Article VII of this Plan. Such amounts are referred to in
this Plan as Transferable Employer Contributions.
D. PCI PLAN
Unless stated to the contrary, the following
provisions apply to employees who were participants in the
PCI Plan or who were employed by a participating employer in
the PCI Plan ("PCI Plan Participants") on December 31, 1995
and who subsequently became participants in the Plan.
1. SERVICE:
Notwithstanding anything to the contrary in
Article IV or any other provision of the Plan, a PCI Plan
Participant's Eligibility Service and Vesting Service under
the Plan shall include the Participant's eligibility service
and vesting service under the terms of the PCI Plan. For
purposes of determining a PCI Plan Participant's Vesting
Service and, if the PCI Plan Participant was a full-time
employee under the PCI Plan as of December 31, 1995,
Eligibility Service, the PCI Plan Participant's date of hire
under the Plan shall be the Participant's date of hire under
the PCI Plan.
In no event will a PCI Plan Participant be
credited with less Eligibility Service and Vesting Service
under the Plan than the service with which the Participant
was credited under the terms of the PCI Plan on December 31,
1995.
2. ESOP ACCOUNTS
(a) The term "PCI ESOP Account" means assets
transferred to the PCI Plan from the Paramount
Communications Inc. Employee Stock Ownership Plan.
(b) Amounts held in the ESOP Account shall
be invested solely in the Viacom Inc. Stock Fund.
(c) Any Participant who has attained age 55
and completed at least ten (10) years of membership with
respect to amounts credited to the ESOP Account (including
years of participation under the Paramount Communications
Inc. Employee Stock Ownership Plan) shall be permitted to
direct in writing that up to 25 percent of the number of
shares of Viacom Stock attributable to shares of Paramount
Communications Inc. stock acquired after December 31, 1986,
and allocated to his ESOP Account, be distributed to the
Participant. Such direction may be made within 90 days
after the close of each Plan Year during the Participant's
Qualified Election Period. Within 90 days after the close
of the last Plan Year in the Participant's Qualified
Election Period, such a Participant may request the
distribution of up to 50 percent of the number of shares of
Viacom Stock attributable to Paramount Communications Inc.
stock acquired after December 31, 1986, and allocated to his
ESOP Account. Any direction made during the applicable 90-
day period following any Plan Year may be revoked or
modified at any time during such 90-day period. Any such
distributions shall be made no later than the 180th day of
the Plan Year in which the Participant's direction is made.
All such directions shall be in accordance with any notice,
rulings, or regulations or other guidance issued by the
Internal Revenue Service with respect to Code Section
401(a)(28)(B). For the purposes of this Section D(1)(e),
the following rules shall apply:
(i) The term "Qualified Election
Period" shall mean the six (6) Plan Year period beginning
with the later of the Plan Year in which the Participant
attained age 55 or completes ten (10) years of membership
with respect to amounts credited to the ESOP Account
including Years of membership in the Paramount
Communications Inc. Employee Stock Ownership Plan.
(ii) The amount which may be directed
by the Participant with respect to each Plan Year shall be
based in each instance on the balance of such allocated
Viacom Stock in the Participant's ESOP Account as of the end
of the prior Plan Year plus prior transfers during the
Qualified Election Period, reduced by any amounts previously
directed during the Qualified Election Period.
E. BLOCKBUSTER PLAN
The following provisions apply to Employees who
were participants in the Blockbuster Plan or who were
employed by a participating employer in the Blockbuster Plan
("Blockbuster Participant") on December 31, 1995 and who
subsequently became Participants in the Plan.
1. SERVICE: - Notwithstanding anything to the
contrary in Article IV or any other provision of the Plan, a
Blockbuster Participant's Eligibility Service and Vesting
Service under the Plan shall include the Participant's
eligibility service and vesting service as of December 31,
1995 under the terms of the Blockbuster Plan. For purposes
of calculating Eligibility Service and Vesting Service on
and after January 1, 1996, the date of hire of a Blockbuster
Plan Participant shall be January 1, 1996.
In no event shall such Participant be credited
with less Eligibility Service and Vesting Service under the
Plan than the service with which the Participant was
credited under the terms of the Blockbuster Plan on December
31, 1995.
2. Investment of Contributions: - With respect
to the portion of a Participant's Account attributable to
employer non-elective contributions under the Blockbuster
Plan as of December 31, 1995, and in addition to any rights
a Participant has pursuant to the provisions of Article VII
of the Plan, a Blockbuster Participant shall have the right
to direct the investment of such amounts attributable to
such employer Contributions in the same manner as the
Participant may direct the investment of Before-Tax
Contributions and After-Tax Contributions as set forth in
Article VII of this Plan. Such amounts are referred to in
this Plan as Transferable Employer Contributions.
F. EIF
Unless stated to the contrary, the following
provisions apply to Employees who were employees of CBS
Broadcasting, Inc. (or any company related to CBS
Broadcasting, Inc. which participated in the EIF) on August
31, 2001 ("CBS Employee") or who were Participants in the
EIF Plan ("EIF Participants") on August 31, 2001, and who
subsequently became Participants in this Plan.
1. SERVICE
(a) Notwithstanding anything to the contrary in
Article IV or any other provision of the Plan, a CBS
Employee's Eligibility Service under the Plan shall include
the Employee's Eligibility Service as of August 31, 2001
under the terms of the EIF.
(b) Notwithstanding anything to the contrary in
Article IV or any other provision of the Plan, a CBS
Employee's Vesting Service under the Plan shall include the
Employee's years of service for vesting as of December 31,
2000 under the terms of the EIF. For purposes of
calculating Vesting Service for the 2001 Plan Year, the
following definition shall apply in lieu of the definition
in Section 2.27:
"Year of Vesting Service", as used with
respect to an Employee or a Participant, as the case may be,
shall mean each anniversary year in which he shall complete
at least 1,000 Hours of Service. If such participant shall
not have completed a year of service in the anniversary year
in which he became a participant, or in the preceding plan
year, he shall nevertheless be credited with one year of
service for the anniversary year in which he became a
participant. The anniversary year of any Employee shall be
each 12-month period commencing on the first day of the
calendar month in which his employment commences.
(c) For purposes of calculating Vesting Service
on and after January 1, 2002 the date of hire of a CBS
Employee shall be January 1, 2002, or, if later, the date on
which he is first employed.
(d) In no event shall such Participant be
credited with less Eligibility Service and Vesting Service
under the Plan than the service with which the Participant
was credited under the terms of the EIF Plan on August 31,
2001.
2. INVESTMENT OF CONTRIBUTIONS
(a) With respect to the portion of an EIF
Participant's Account attributable to employer matching
contributions under the EIF as of August 31, 2001, and in
addition to any rights an EIF Participant has pursuant to
the provisions of Article VII of this Plan, an EIF
Participant shall have the right to direct the investment of
such amounts attributable to such matching contributions in
the same manner as the Participant may direct the investment
of Before-Tax Contributions and After-Tax Contributions as
set forth in Article VII of this Plan.
(b) An EIF Participant whose investment in the
SDA exceeds the 25% limitation of Section 7.8(c), as of
August 31, 2001, shall not be required to reduce his
investment in the SDA after August 31, 2001 but no such
Participant may increase his investment in the SDA after
August 31, 2001 beyond the percentage he has invested in the
SDA on that date.
3. VESTING
A CBS Employee shall become vested in Matching
Employer Contributions in accordance with the following
schedule:
YEARS OF COMPLETED VESTED
VESTING SERVICE PERCENTAGE
------------------ -----------
Less than 1 year 0 %
1 year but less than 2 years 33 1/3 %
2 years but less than 3 years 66 2/3 %
3 years of more 100 %
4. COMPENSATION
For the period beginning September 1, 2001 and
ending December 31, 2001, Compensation, as defined in
Section 2.12, shall have the following meaning for CBS
Employees:
(a) Compensation, as used with respect to a
Participant (other than a Participant described in (b) or
(c) below), with respect to an Employer and with respect to
a payroll period, shall mean the regular compensation paid
by such Employer to such Participant for such payroll
period, inclusive of all amounts of regular compensation
deferred by such participant in accordance with his
contribution election which are contributed to such
participant's accounts on a before-tax basis as Employer
contributions, but excluding bonus payments, overtime
compensation, deferred compensation and additional
compensation of every other kind so paid. The total amount
of a Participant's Compensation taken into account for any
Plan Year shall not exceed $170,000, or the otherwise
applicable annual compensation limitation in effect under
Section 401(a)(17) limitation of the Code, as adjusted by
the Internal Revenue Service for increases in the cost of
living in accordance with Section 401(a)(17) of the Code and
the regulations and other guidance issued thereunder. If any
Plan Year consists of fewer than twelve months, the Section
401(a)(17) limitation will be multiplied by a fraction, the
numerator of which is the number of months in the Plan Year,
and the denominator of which is twelve.
(b) Compensation for Employees Not on Basic Payroll
(Not Including Employees of the Employer Primarily Providing
Services to a Subsidiary or Division of the Employer that was
Part of Westinghouse Electric Corporation Prior to November
24, 1995 and Engaged in the Business of Radio and/or
Television Broadcasting, Cable Operations, Satellite
Operations, or Related Businesses)
(i) This sets forth the definition of
"compensation" in the case of certain categories of
Employees whose regular compensation is not payable
entirely on a weekly or biweekly or semimonthly
SALARY BASIS.
(II) SALESPEOPLE ON COMMISSION. The
compensation of a salesperson shall be equal to the
sum of:
(1) 100% of the first $40,000 (or
such other amount as the Board of Directors may
determine by resolution) of base salary and
commissions earned during the previous calendar
year, plus
(2) 50% of base salary and commissions
exceeding $40,000 (or such other amount as the
Board of Directors may determine by resolution)
during the previous calendar year.
In no event will the compensation for a salesperson
be less than the salesperson's base salary.
(iii) TALENT EMPLOYEES. The compensation of
a "talent employee" shall be equal to the sum of:
(1) 100% of the talent employee's actual
compensation (excluding bonuses, overtime,
deferred compensation and additional
compensation of any kind) up to $100,000, plus
(2) 50% of the talent employee's actual
compensation (excluding bonuses, overtime,
deferred compensation and additional
compensation of any kind) in excess of
$100,000.
(iv) In no event shall compensation in
excess of $550,000 be considered in determining a
talent employee's compensation. Further, in no
event shall a talent employee's compensation in any
year be less than the lesser of (1) such talent
employee's compensation in the prior year, or (2)
such talent employee's actual compensation for the
current year.
(c) Compensation for Employees Not on Basic Payroll
Who are Employees of the Employer Primarily Providing Services
to a Subsidiary or Division of the Employer that was Part of
Westinghouse Electric Corporation Prior to November 24, 1995
and Engaged in the Business of Radio and/or Television
Broadcasting, Cable Operations, Satellite Operations, or
Related Businesses)
(i) This sets forth the definition of
"Compensation" in the case of certain categories of
Employees whose regular compensation is not payable
entirely on a weekly or biweekly or semimonthly
salary basis.
(ii) SALESPEOPLE ON COMMISSION. The
compensation of a salesperson shall be equal to 100%
of base salary and commissions projected to be
earned during the current year.
In no event will the salary of a salesperson be less
than the salesperson's base salary.
5. MATCHING EMPLOYER CONTRIBUTIONS
For the period beginning on September 1, 2001 and
ending January 31, 2002, the following provisions shall
apply to EIF Participants in lieu of the provisions of
Sections 5.1 and 5.7 of the Plan:
EIF Participants may be eligible to receive a
discretionary Matching Employer contribution based on their
Before-Tax Contributions up to as much as 5% of
Compensation. Whether such a discretionary contribution
shall be made, which EIF Participants shall be eligible to
receive the discretionary contribution, how much of a
Participant's Before-Tax Contributions (not exceeding 5% of
Compensation) shall be eligible for matching, how much will
be contributed for each dollar of Before-Tax Contributions
that are eligible for matching, and the other terms of such
a discretionary matching contribution, are entirely within
the discretion of the Retirement Committee.
6. PROVISIONS FOR FORMER PARTICIPANTS IN THE KING
WORLD PLAN WHO BECAME PARTICIPANTS IN THE EIF
Unless stated to the contrary, the following
provisions apply to Employees who were participants in the
King World Plan on December 31, 2000 ("King Plan
Participants") and who subsequently became Participants in
the EIF.
(a) KING WORLD EMPLOYER CONTRIBUTIONS: In addition
to the other available forms of benefit under the Plan,
amounts credited to a Participant's Account that are
attributable to employer contributions to the King World
Plan ("King World Employer Contributions") will, if the
Participant is unmarried, be paid in the form of a single
life annuity unless the Participant consents to a
different form of benefit in accordance with (b) below.
If the Participant is married, the Participant's King
World Employer Contributions shall be paid in a qualified
joint and 50% survivor annuity unless the Participant and
the Participant's spouse consent to a different form of
benefit in accordance with (b) below. If the married
Participant dies before payment of his benefit begins or
is made, the Participant's spouse shall receive, unless
waived in accordance with (b) below, the Participant's
King World Employer Contributions in the form of a single
life spouse survivor annuity.
(b) ANNUITIES - SPECIAL RULES: Not less than 30
days and not more than 90 days before the first day of
the month following the month in which a Participant
entitled to an annuity form of benefit under this Section
retires ("Annuity Starting Date"), the Retirement
Committee or its designee shall furnish, by mail or by
personal delivery, to each such Participant a general
written explanation in non-technical terms of the terms
and conditions of the normal forms of payment, the
Participant's right to make (and the effect of) an
election to receive benefits in an optional form, the
requirements regarding spousal consent to an election to
receive benefits in an optional form, the right to make
(and the effect of) a revocation of an election to
receive benefits in an optional form, and the financial
effect upon a Participant's benefits of the various forms
of payment. The Annuity Starting Date for a distribution
in a form other than the normal form of payment may be
less than 30 days after the receipt of the written
explanation described above, provided: (i) the
Participant has been provided with information that
clearly indicates that such individual has at least 30
days to consider whether to waive the normal form of
payment and elect (with spousal consent) an optional
form; and (ii) such individual is permitted to revoke any
affirmative distribution election at least until the
Annuity Starting Date, or, if later, at any time prior to
the expiration of the 7-day period that begins the day
after the written explanation described above is
provided. An election shall be valid only if it is made
after the Participant has received the general written
explanation described above and only if the election is
received by the Retirement Committee within the ninety
(90) day period ending on the Participant's Annuity
Starting Date (the "election period"). Any election of
an optional form may be revoked and changed during the
election period. Notwithstanding the foregoing, no
election or revocation and change of election which would
cause an individual who is the spouse of the Participant
to receive no benefit or a benefit other than the benefit
which such spouse would receive under a qualified joint
and 50% survivor annuity shall be effective without the
written and notarized consent of such spouse.
(c) The Retirement Committee will provide a
Participant with a written explanation of (i) the terms
and conditions of the spousal survivor annuity referred
to in (b) above, (ii) the Participant's right to waive
the spouse's survivor annuity and the effect of the
waiver, (iii) the rights of the Participant's spouse with
respect to the waiver, and (iv) the right to make, and
the effect of, a revocation of a previous waiver. Except
as otherwise permitted by applicable law, the written
explanation will be furnished within whichever of the
following periods ends last: (I) the period beginning
with the first day of the Plan Year in which the
Participant attains age 32 and ending with the close of
the Plan Year preceding the Plan Year in which the
Participant attains age 35, and (II) a reasonable period
ending after the Participant becomes covered by the Plan.
In the case of a participant who separates from service
with the Employer and Affiliated Companies before age 35,
the applicable period will be a reasonable period of time
ending after the Participant's separation from service;
and, if the Participant thereafter returns to service,
the applicable period for the Participant shall be
redetermined. A Participant may elect to waive the
spousal survivor annuity within the period beginning on
the first day of the Plan Year in which the participant
attains age 35 or separates from service with the
Employer and Affiliated Companies, whichever is earlier,
and ending on the date of the Participant's death. The
waiver shall not take effect unless the Participant's
spouse consents to the waiver. The spouse's consent must
be in writing and must acknowledge the effect of the
waiver, and the spouse's signature must be witnessed by a
notary public. Spousal consent will not be required if it
is established to the satisfaction of the Retirement
Committee that the Participant does not have a spouse,
that the spouse cannot be located or that the spouse's
consent cannot be obtained because of other circumstances
permitted by applicable law. An election to waive the
spousal survivor annuity may be revoked by the
Participant at any time prior to the Participant's death.
(d) Notwithstanding the provisions of Article IX,
no loan shall be granted to a married Participant whose
Accounts include King World Employer Contributions unless
the spouse of the Participant consents in writing at the
time the loan is made or during the ninety (90)-day
period ending on the date the loan is made. The consent
must comply with the requirements of subparagraphs (b)
and (c) above.
6. PERIODIC SPECIAL CONTRIBUTIONS
For the period beginning on September 1, 2001
and ending December 31, 2001, the following provisions
shall apply to EIF Participants in addition to the
provisions of Sections 5.2 and 5.3 of the Plan:
An EIF Participant may elect, pursuant to a
contribution election, to make periodic special contributions,
on an after-tax basis, to the Plan. The contribution election
must specify the amount of any periodic special contribution,
which shall not exceed:
(1) 140 percent of the total of all his actual
contributions, if any, made by him to the EIF through
payroll authorizations at any time from the date he first
became a Participant in the EIF to June 30, 1977 (which
amount shall be described as a Participant's "past frozen
credit"), plus
(2) the difference, if any, between (i) the total
of (I) the aggregate amount he could have contributed
to the EIF as basic contributions (as defined in the
EIF and including, for purposes of this provision,
"required basic contributions" and "voluntary
supplemental contributions" as those terms were used in
prior versions of the EIF) subsequent to June 30, 1977
if at all times subsequent to that date he had had in
effect payroll authorizations (throughout the period
ended December 31, 1983) and contribution elections
(throughout the period commencing January 1, 1984) for
the basic contribution for the maximum percentage of
base salary permitted plus (II) the withdrawals made by
him subsequent to June 30, 1977, and (ii) the total of
all his actual contributions made as basic
contributions and periodic special contributions to the
EIF subsequent to June 30, 1977.
G. MTVi PLAN
Unless stated to the contrary, the following
provisions apply to Employees who were Participants in the
MTVi Plan on August 31, 2001 ("MTVi Participants") and who
subsequently became Participants in this Plan (MTVi
Participants"):
For the period beginning on September 1, 2001 and
ending January 31, 2002, the provisions of Sections 5.1 and
5.7 shall apply to MTVi Participants, provided however, that
the maximum percentage of a Participant's Before-Tax
Contributions eligible to be Matchable Contributions for a
Participant whose Prior Year Base Pay is not more than
$65,000 shall be 8% instead of 6%.
H. INFINITY PLAN
Unless stated to the contrary, the following
provisions apply to Employees who were employees of Infinity
Broadcasting Corporation (or any company related to Infinity
Broadcasting Corporation which participated in the Infinity
Plan) on October 31, 2001 ("Infinity Employees") or who were
Participants in the Infinity Plan on October 31, 2001
(Infinity Participants"), and who subsequently became
Participants in this Plan:
1. VESTING
An Infinity Employee shall become vested in
Matching Employer Contributions in accordance with the
FOLLOWING SCHEDULE:
YEARS OF COMPLETED VESTED
VESTING SERVICE PERCENTAGE
----------------- ---------
Less than 1 year 0 %
1 year but less than 2 years 33 1/3 %
2 years but less than 3 years 66 2/3 %
3 years of more 100 %
2. INVESTMENT OF CONTRIBUTIONS
With respect to the portion of an Infinity
Participant's Account attributable to employer matching
contributions under the Infinity Plan as of October 31,
2001, and in addition to any rights an Infinity Participant
has pursuant to the provisions of Article VII of this Plan,
an Infinity Participant shall have the right to direct the
investment of such amounts attributable to such matching
contributions in the same manner as the Participant may
direct the investment of Before-Tax Contributions and After-
Tax Contributions as set forth in Article VII of this Plan.
3. MATCHING EMPLOYER CONTRIBUTIONS
For the period beginning on September 1, 2001 and
ending January 31, 2002, the following provisions shall
apply to Infinity Participants in lieu of the provisions of
Sections 5.1 and 5.7 of the Plan:
Infinity Participants may be eligible to receive
a discretionary Matching Employer contribution based on
their Before-Tax Contributions up to as much as 5% of
Compensation. Whether such a discretionary contribution
shall be made, which Infinity Participants shall be eligible
to receive the discretionary contribution, how much of a
Participant's Before-Tax Contributions (not exceeding 5% of
Compensation) shall be eligible for matching, how much will
be contributed for each dollar of Before-Tax Contributions
that are eligible for matching, and the other terms of such
a discretionary matching contribution, are entirely within
the discretion of the Retirement Committee.
4. SPECIAL PROVISIONS FOR PARTICIPANTS IN PLANS
PREVIOUSLY MERGED INTO THE INFINITY PLAN
(a) Amounts transferred from the Henry
Broadcasting Company 401(k) Profit Sharing Plan to Infinity
Plan shall be treated, for purposes of the Plan as Matching
Employer Contributions contributed to the Plan prior to
August 31, 2001.
(b) Amounts transferred from the WCCO
Television, Inc. AFTRA 401(k) Plan to the Infinity Plan
shall be treated, for purposes of the Plan as Employer
Matching Contributions contributed to the Plan prior to
August 31, 2001.
II. ViACOM INVESTMENT PLAN AS IN EFFECT PRIOR TO JANUARY
1, 1996
The following provisions apply to Employees of an
Employer prior to January 1, 1996, including Employees who
were Participants in the Plan on December 31, 1995 and who
continued to participate after such date.
For purposes of Section 10.2(b), a Participant's
Benefit Service is that period of Service used in
determining the Participant's right to receive a vested
benefit under the Plan. Benefit Service shall be computed
according to the following rules:
1. For service while a Participant on and after
January 1, 1989, Benefit Service shall be, for each
Accounting Period within the Plan Year, only that period for
which the Participant elects to have Matchable or Unmatched
Contributions made to the Plan on his behalf. If a
Participant is unable to have Matchable Contributions made
to the Plan solely due to the limitations of Section 15.1,
15.2, or 15.3, he shall be credited with Benefit Service for
each Accounting Period during which he is so restricted
whether or not he elects to have After-Tax Contributions
made to the Plan on his behalf. Periods of leave of
absence, layoffs and, except as provided in the preceding
sentence, other periods for which the Participant does not
or did not elect to have Matchable or Unmatched
Contributions made to the Plan shall not be counted as
Benefit Service. A Participant shall not be credited with
Benefit Service solely due to a Rollover Contribution made
to the Plan on his behalf. Years of Benefit Service shall
be determined by dividing the total number of Accounting
Periods for which Benefit Service is credited by twelve,
with fractional years being disregarded;
2. For service while a Participant prior to
January 1, 1989, Benefit Service shall be the Participant's
Benefit Service as defined under the provisions of the Plan
in effect on December 31, 1988; provided, however, that with
respect to an Employee who terminated employment prior to
January 1, 1989, and returned to employment on or after that
date, Benefit Service shall be restored upon reemployment;
3. A Participant's Benefit Service under the
Plan shall include periods of Benefit Service credited to
such Participant under the Savings and Investment Plan for
Employees of PVI Transmission Inc. and Paramount (PDI)
Distribution Inc., whether or not assets are transferred to
the Plan in accordance with Section 5.13.
B. SPECIAL PROVISIONS WITH RESPECT TO PARTICIPANTS
WHO ARE EMPLOYEES OF THE CABLE DIVISION:
Notwithstanding anything in the Plan to the contrary,
the provisions of this Appendix A, Section III. B. shall
apply where indicated to Employees who were Participants in
the Plan on December 31, 1995 and who were employees of Tele-
View Inc., commonly referred to as the Cable Division,
("Cable Participants"), prior to on, and following December
31, 1995:.
That portion of a Cable Participants Account
attributable to prior Payroll/PAYSOP contributions
shall be treated as Matching Employer Contributions to
the Plan except for vesting and in-service withdrawal
purposes. For purposes of Articles VIII and IX, they
are referred to as Cable Transfers.
III. SPECIAL PROVISIONS WITH RESPECT TO PARTICIPANTS IN SIP
Notwithstanding anything in the Plan to the contrary,
the provisions of this Appendix A, Section III shall apply
where indicated to Participants referred to hereunder.
A. MERGING OF ASSETS
Effective as of the close of business on December
31, 1996, the assets of the SIP shall be merged into the
Plan.
B. TRANSFERRED ASSETS
Any assets transferred to the Plan from the SIP will
retain their character as employee after-tax or before-tax
contributions and earnings thereon; employer contributions
(matching or otherwise) and earnings thereon or rollover
contributions and earnings thereon. In addition, except
where specified otherwise in this Appendix A, such
transferred assets shall be invested in accordance with the
provisions of Article VII of the Plan.
C. SERVICE
Notwithstanding anything to the contrary in Article
IV or any other provision of the Plan, a SIP Participant's
Eligibility Service and Vesting Service under the Plan shall
include the Participant's Eligibility Service and Vesting
Service as of December 31, 1996 under the terms of the SIP. For
purposes of calculating Eligibility Service and Vesting
Service on and after January 1, 1997, the date of hire of a
PHCP Participant shall be the Participant's date of hire
under the SIP.
In no event shall such Participant be credited
with less Eligibility Service and Vesting Service under the
Plan than the service with which the Participant was
credited under the terms of the SIP on December 31, 1996.
D. PRIOR PLAN TRANSFERS
That portion of a Participant's Account attributable
to Prior Plan Transfers to the SIP shall be treated as
Matching Employer Contributions to the Plan except for
vesting and in-service withdrawal purposes. For purposes of
Articles VIII and IX, they are referred to as Prior Plan
Transfers.
APPENDIX B
DIVISIONS NOT INCLUDED IN VIACOM 401(k) PLAN
In accordance with the requirements of Section 2.17 of the
Plan, this Appendix lists those divisions of any Employer
that are not included in the definition of Employer under
this Plan. Effective as of September 1, 2001, there are no
divisions of the Employer that are not included within the
definition of Employer. Nevertheless, to be eligible, any
Employee of an Employer must otherwise meet the eligibility
requirements of Article III.
APPENDIX C
Amounts previously designated for investment in this Plan or
in the EIF, MTVi, Infinity and KMOV Plan as of August 31,
2001 (or October 31, 2001, for the Infinity Plan) shall be
invested in the following Transition Funds effective
September 1, 2001 (or November 1, 2001,for amounts in the
Infinity Plan):
(a) For Participants who were Participants in this
Plan (other than Employees of the Cable Division):
Previously Designated Fund Transition Fund
- --------------------------- ------------------
Certus Interest Income Fund PRIMCO Stable Value Fund
MSDW Institutional Fund U.S. Real PRIMCO Stable Value Fund
Estate Portfolio
Vanguard LifeStrategy Income Fund PRIMCO Stable Value Fund
Mellon Bank EB Daily Liquidity Mellon Bank EB MBA
Aggregate Bond Index Aggregate Bond Index Fund
PIMCO High Yield Fund Mellon Bank EB MBA
Aggregate Bond Index Fund
George Putnam Fund of Boston Vanguard LifeStrategy
Moderate Growth Fund
The Putnam Fund for Growth & Income The Boston Company Large
Cap Value Fund
Vanguard LifeStrategy Growth Fund Same Investment
Vanguard LifeStrategy Moderate Growth Same Investment
Fund
Putnam S&P 500 Index Fund Barclays Global Investors
S&P 500 Index Fund
Putnam Investors Fund Putnam Large Cap Growth
Fund
Putnam Voyager Fund Putnam Large Cap Growth
Fund
TCW Galileo Small Cap Growth Fund MFS New Discovery Fund
MAS Small Cap Value Fund DFA U.S. Small Cap Fund
Capital Research Euro Pacific Growth Capital Guardian
Fund International Equity Fund
Putnam International Voyager Fund Capital Guardian
International Equity Fund
Capital Guardian Emerging Markets Same investment
Equity Fund
MSDW Institutional Fund Technology Fidelity Select
Portfolio Technology Fund
Viacom Company Stock Fund, Class A Same Investment
Viacom Company Stock Fund, Class B Same Investment
(b) For Participants who were Participants in the
EIF:
Previously Designated Fund Transition Fund
- -------------------------- ----------------
Stable Value Fund PRIMCO Stable Value Fund
Vanguard LifeStrategy Conservative Same Investment
Growth Fund
Vanguard LifeStrategy Moderate Growth Same Investment
Fund
Vanguard LifeStrategy Growth Fund Same Investment
Barclays Global Investors S&P 500 Same Investment
Index Fund
Active U.S. Equity Fund Barclays Global
Investors S&P 500 Index
Fund
Small Cap U.S. Equity DFA U.S Small Cap Fund
International Equity Index Fund Capital Guardian
International Equity
Fund
Viacom Company Stock Fund, class B Same Investment
Dreyfus Investment Services Same Investment
Corporation Participant-Directed
Brokerage Accounts
(c) For Participants who were Participants in this
Plan and who are Employees of the Cable Division:
Previously Designated Fund Transition Fund
- -------------------------- -----------------
Putnam Money Market Fund PRIMCO Stable Value Fund
Putnam U.S. Government Income Fund PRIMCO Stable Value Fund
Certus Interest Income Fund PRIMCO Stable Value Fund
The Putnam Fund for Growth & Income The Boston Company Large
Fund Cap Value Fund
Putnam Voyager Fund Putnam Large Cap Growth
Fund
Putnam Vista Fund Fidelity Mid-Cap Stock
Fund
Viacom Company Stock Fund, Class A Same Investment
Viacom Company Stock Fund, Same Investment
Class B
(d) For Participants who were Participants in the
KMOV Plan:
Previously Designated Fund Transition Fund
- -------------------------- ----------------
Putnam Money Market Fund PRIMCO Stable Value
Fund
Putnam U.S. Government Income Fund PRIMCO Stable Value
Fund
Certus Interest Income Fund PRIMCO Stable Value
Fund
The Putnam Fund for Growth and Income The Boston Company
Large Cap Value Fund
Putnam Voyager Fund Putnam Large Cap Growth
Fund
Putnam Vista Fund Fidelity Mid-Cap Stock
Fund
Viacom Company Stock Fund, class A Same investment
Viacom Company Stock Fund, class B Same investment
TCI PAC Communications Stock Fund Viacom Company Stock
Fund, class B
(e) For Participants who were Participants in the
Infinity Plan:
Previously Designated Fund Transition Fund
- --------------------------- ------------------------
Fleet Stable Value Fund PRIMCO Stable Value Fund
MFS Bond Fund Mellon Bank EB MBA
Aggregate Bond Index
Fund
George Putnam Fund of Boston Vanguard LifeStrategy
Moderate Growth Fund
Barclays Global Investors S&P 500 Same Investment
Index Fund
Oppenheimer Main Street Growth & Barclays Global
Income Fund Investors S&P 500 Index
Fund
Fidelity Advisors Growth Opportunity Barclays Global
Fund Investors S&P 500 Index
Fund
MFS Massachusetts Investment Fund Barclays Global
Investors S&P 500 Index
Fund
Putnam Voyager Fund Putnam Large Cap Growth
Fund
Fidelity Advisors Equity Growth Fund Putnam Large Cap Growth
Fund
MFS Emerging Growth Fund Putnam Large Cap Growth
Fund
MFS Global Equity Fund Capital Guardian
International Equity
Fund
Viacom Company Stock Fund, Class B Same Investment
(f) For Participants who were Participants in the
MTVi Plan:
Previously Designated Fund Transition Fund
- ------------------------- -----------------
Certus Interest Income Fund PRIMCO Stable Value Fund
MSDW Institutional Real Estate Fund PRIMCO Stable Value Fund
Vanguard LifeStrategy Income Fund PRIMCO Stable Value Fund
Mellon Bank EB Daily Liquidity Mellon Bank EB MBA
Aggregate Bond Index Fund Aggregate Bond Index
Fund
PIMCO High Yield Fund Mellon Bank EB MBA
Aggregate Bond Index
Fund
George Putnam Fund of Boston Vanguard LifeStrategy
Moderate Growth Fund
The Putnam Fund for Growth & Income The Boston Company Large
Cap Value Fund
Vanguard LifeStrategy Growth Fund Same Investment
Vanguard LifeStrategy Moderate Same Investment
Growth Fund
Putnam S&P 500 Index Fund Barclays Global
Investors S&P 500 Index
Fund
Putnam Investors Fund Putnam Large Cap Growth
Fund
Putnam Voyager Fund Putnam Large Cap Growth
Fund
TCW Galileo Small Cap Growth Fund MFS New Discovery Fund
MAS Small Cap Value Fund DFA U.S. Small Cap Fund
Capital Research Euro Pacific Capital Guardian
Growth Fund International Equity
Fund
Putnam International Voyager Fund Capital Guardian
International Equity
Fund
Capital Guardian Emerging Same investment
Markets Equity Fund
MSDW Institutional Technology Fund Fidelity Select
Technology Fund
Viacom Company Stock Fund, Class A Same Investment
Viacom Company Stock Fund, Class B Same Investment
APPENDIX D
SPECIAL PROVISIONS APPLICABLE TO
PARTICIPANTS OF SOLD BUSINESSES
This appendix sets forth special rules applicable to
Participants who were employed in businesses that were sold
by the Company.
A. BLOCKBUSTER MUSIC
In regard to Participants who were employed in the
Blockbuster Music business on October 26, 1998, the Closing
Date of the sale of the Blockbuster Music business to
Wherehouse Entertainment Inc. ("Blockbuster Music
Participants"):
1. VESTING - Notwithstanding any provision of
the Plan to the contrary, including but not
limited to Plan Section 10.2, Blockbuster Music
Participants shall be fully vested in the value
of their accrued benefit determined as of
October 26, 1998.
2. DISTRIBUTIONS - Notwithstanding any
provision of the Plan to the contrary, including
but not limited to Plan Section 11.9, for the
purpose of determining a Blockbuster Music
Participant's entitlement to a distribution
under the Plan, a termination of employment or
retirement shall be deemed to have occurred on
October 26, 1998, the sale of the Blockbuster
Music business to Wherehouse Entertainment Inc.,
regardless of whether the Participant continues
in the employ of Wherehouse Entertainment Inc.
B. EDUCATIONAL PUBLISHING BUSINESSES OF SIMON &
SCHUSTER INC.
In regard to Participants who were employed in the
educational publishing businesses of Simon & Schuster Inc.
on November 25, 1998, the Closing Date of the Sale of such
businesses to Pearson plc. ("Educational Publishing
Participants"):
1. Vesting - Notwithstanding any provision of
the Plan to the contrary, including but not
limited to Plan Section 10.2, Educational
Publishing Participants shall be fully vested in
the value of their accrued benefit determined as
of November 25, 1998.
APPENDIX E
INVESTMENT FUNDS
As of September 1, 2001
PRIMCO STABLE VALUE FUND
MELLON BANK EB MBA AGGREGATE BOND INDEX FUND
VANGUARD LIFESTRATEGY CONSERVATIVE GROWTH FUND
VANGUARD LIFESTRATEGY MODERATE GROWTH FUND
VANGUARD LIFESTRATEGY GROWTH FUND
MELLON CAPITAL TACTICAL ASSET ALLOCATION FUND
BARCLAYS GLOBAL INVESTORS S&P 500 INDEX FUND
VANGUARD CALVERT SOCIAL INDEX FUND
PUTNAM LARGE CAP GROWTH FUND
THE BOSTON COMPANY LARGE CAP VALUE FUND
FIDELITY MID-CAP STOCK FUND
DFA U.S. SMALL CAP FUND
MFS NEW DISCOVERY FUND
CAPITAL GUARDIAN INTERNATIONAL EQUITY FUND
FIDELITY SELECT TECHNOLOGY FUND
CAPITAL GUARDIAN EMERGING MARKETS EQUITY FUND
VIACOM COMPANY STOCK FUND (CLASS A)
VIACOM COMPANY STOCK FUND (CLASS B)
PARTICIPANT-DIRECTED BROKERAGE ACCOUNTS
EXHIBIT 5.1
[FRICKLAS LETTERHEAD]
February 8, 2002
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 on
Form S-8 of 30,000,000 shares of Viacom's Class B Common Stock,
par value $.01 per share (the "Shares"), to be issued pursuant to
the Viacom 401(k) Plan and The Westinghouse Savings Program (the
"Plans").
In connection with the foregoing, I or members of my
legal staff (my "Staff") have examined the Registration
Statement, the Plans, and the originals, or copies certified to
my or my Staff's satisfaction, of such records, documents,
certificates and other instruments as I or my Staff have deemed
necessary or appropriate to enable me to render the opinion
expressed below. As to questions of fact material to the opinion
expressed below, I or my Staff have, when relevant facts were not
independently established by me or them, relied upon certificates
of officers of 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
Shares have been duly authorized by Viacom and, when (a) issued
and delivered by Viacom in accordance with the terms of the
relevant Plan and (b) paid for in full in accordance with the
terms of the relevant Plan, the Shares will be validly issued,
fully paid and non-assessable.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/Michael D. Fricklas
------------------------
Michael D. Fricklas
EXHIBIT 23.1
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.
We also consent to the incorporation by reference in this
Registration Statement of our reports dated June 22, 2001 and
June 27, 2001 relating to the financial statements, which appear
in the Annual Reports of Viacom Investment Plan and Westinghouse
Savings Program, respectively, on Forms 11-K for the year ended
December 31, 2000.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
New York, New York
February 8, 2002
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. from Viacom Inc.'s
filing on Form 8-K dated February 21, 2001.
We consent to the use of our report dated June 15, 2000, on the
statement of net assets available for benefits of the
Westinghouse Savings Program as of December 31, 1999, which is
incorporated by reference in this Form S-8 Registration Statement
of Viacom Inc. from Viacom Inc.'s filing on Form 11-K dated June
29, 2001.
/s/KPMG LLP
- ------------------------
KPMG LLP
New York, NY
February 4, 2002
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/Jan Leschly
--------------------
Jan Leschly
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/Ken Miller
-----------------
Ken Miller
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/Shari Redstone
-------------------
Shari 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
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/Robert Walter
----------------------
Robert Walter