Form Of Exchange Agent Agreement

Exhibit 99.5


FORM OF EXCHANGE AGENT AGREEMENT


July ___, 2001


Citibank, N.A. 111 Wall Street, 15th Floor New York, New York 10005


Attention: Agency & Trust Services


Kredietbank S.A. Luxembourgeoise 43 Boulevard Royal L-2955 Luxembourg


Attention: Corporate Trust Trustee Administration


Ladies and Gentlemen:


Viacom Inc., a Delaware corporation, proposes to make an offer (the "Exchange Offer") to exchange all of its outstanding unregistered 6.40% Senior Notes due 2006 (the "Unregistered Notes due 2006"), of which $403,075,000 aggregate principal amount is outstanding, its 7.70% Senior Notes due 2010 (the "Unregistered Notes due 2010"), of which $1,000,000 aggregate principal amount is outstanding, its 6.625% Senior Notes due 2011 (the "Unregistered Notes due 2011"), of which $1,000,000,000 aggregate principal amount is outstanding and its 7.875% Senior Debentures due 2030, of which $200,000 aggregate principal amount is outstanding, (the "Unregistered Debentures" and, together with the Unregistered Notes due 2006, the Unregistered Notes due 2010 and the Unregistered Notes due 2011, the "Unregistered Securities") for an equal principal amount of its 6.40% Senior Notes due 2006 (the "2006 Exchange Notes"), its 7.70% Senior Notes due 2010 (the "2010 Exchange Notes"), its 6.625% Senior Notes due 2011 (the "2011 Exchange Notes") and its 7.875% Senior Debentures due 2030 (the "Exchange Debentures" and, together with the 2006 Exchange Notes, the 2010 Exchange Notes and the 2011 Exchange Notes, the "Exchange Securities"). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated July __, 2001 (the "Prospectus"), proposed to be distributed to all record holders of the Unregistered Securities. The Unregistered Securities and the Exchange Securities are collectively referred to herein as the "Securities". The Securities are and will be unconditionally guaranteed by Viacom International Inc., which, together with Viacom Inc., will be referred to herein as the "Company".


The Company hereby appoints Citibank, N.A. to act as the Principal Exchange Agent and Kredietbank S.A. Luxembourgeoise to act as Luxembourg Exchange Agent (collectively the "Exchange Agents") in connection with the Exchange Offer. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Prospectus.


The Exchange Offer is expected to be commenced by the Company on or about , 2001. The Letter of Transmittal accompanying the Prospectus (or in the case of book-entry securities, the Automated Tender Offer Program ("ATOP") of the Book-Entry Transfer Facility (as defined below)) is to be used by the holders of the Unregistered Securities to accept the Exchange Offer and contains instructions with respect to the delivery of certificates for Unregistered Securities tendered in connection therewith.


The Exchange Offer shall expire at 5:00 p.m., New York City time, on , 2001 or on such subsequent date or time to which the Company may extend the Exchange Offer (the "Expiration Date"). Subject to the terms and conditions set forth in the Prospectus, the Company expressly reserves the right to extend the Exchange Offer from time to time and may extend the Exchange Offer by giving oral (promptly confirmed in writing) or written notice to you before 9:00 a.m., New York City time, on the business day following the previously scheduled Expiration Date.


The Company expressly reserves the right to amend or terminate the Exchange Offer, and not to accept for exchange any Unregistered Securities not theretofore accepted for exchange, upon the occurrence of any of the conditions of the Exchange Offer specified in the Prospectus under the caption "The Exchange Offer -- Expiration Date; Extensions; Amendment; Termination." The Company will give oral (promptly confirmed in writing) or written notice of any amendment, termination or nonacceptance to you as promptly as practicable.


In carrying out your duties as Exchange Agent, you are to act in accordance with the following instructions:


1. You will perform such duties and only such duties as are specifically set forth in the sections of the Prospectus captioned "The Exchange Offer" or as specifically set forth herein; provided, however, that in no way will your general duty to act in good faith be discharged by the foregoing.


2. You will establish a book-entry account with respect to the Unregistered Securities at The Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of the Exchange Offer within two business days after the date of the Prospectus, and any financial institution that is a participant in the Book-Entry Transfer Facility's systems may make book-entry delivery of the Unregistered Securities by causing the Book-Entry Transfer Facility to transfer such Unregistered Securities into your account in accordance with the Book-Entry Transfer Facility's procedure for such transfer.


3. You are to examine each of the Letters of Transmittal and certificates for Unregistered Securities (or confirmation of book-entry transfer into your account at the Book-Entry Transfer Facility) and any other documents delivered or mailed to you by or for holders of the Unregistered Securities, and any book-entry confirmations (as such phrase is used in the Prospectus) to ascertain whether: (i) the Letters of Transmittal and any such other documents are duly executed and properly completed in accordance with instructions set forth therein; (ii) the Unregistered Securities have otherwise been properly tendered and (iii) holders have provided their correct Tax Identification Number or required certification. In each case where the Letter of Transmittal or any other document has been improperly completed or


executed or any of the certificates for Unregistered Securities are not in proper form for transfer or some other irregularity in connection with the acceptance of the Exchange Offer exists, you will endeavor to inform the presenters of the need for fulfillment of all requirements and to take any other action as may be reasonably necessary or advisable to cause such irregularity to be corrected. You are not authorized to waive any irregularity in connection with a surrender except as provided in paragraph 4. If such irregularity is neither corrected nor waived, you will return to the surrendering holder (at your option by either (a) first class mail under a blanket surety bond or insurance protecting you and the Company from losses or liabilities arising out of the non-receipt or non-delivery of such certificates or (b) registered mail insured separately for the value of such certificates) to such holders address set forth in the Letter of Transmittal, any certificates for Unregistered Securities surrendered in connection therewith, the related Letter of Transmittal, and any other documents received with such certificates, and a letter of notice explaining the reasons for the return of the certificates and other documents.


4. With the approval of the President or any Vice President of the Company (such approval, if given orally, to be promptly confirmed in writing) or any other party designated in writing, by such an officer, you are authorized to waive any irregularities in connection with any tender of Unregistered Securities pursuant to the Exchange Offer.


5. Tenders of Unregistered Securities may be made only as set forth in the Letter of Transmittal and in the sections of the Prospectus captioned "The Exchange Offer -- Procedures for Tendering," and "The Exchange Offer -- Guaranteed Delivery Procedures," and Unregistered Securities shall be considered properly tendered to you only when tendered in accordance with the procedures set forth therein.


Notwithstanding the provisions of this Section 5, Unregistered Securities which the President, Senior Vice President, or any Vice President of the Company shall approve as having been properly tendered shall be considered to be properly tendered (such approval, if given orally, shall be promptly confirmed in writing).


6. You shall advise the Company with respect to any Unregistered Securities received subsequent to the Expiration Date and accept its instructions with respect to disposition of such Unregistered Securities.


7. You shall accept tenders:


(a) in cases where the Unregistered Securities are registered in two or more names only if signed by all named holders;


(b) in cases where the signing person (as indicated on the Letter of Transmittal) is acting in a fiduciary or a representative capacity only when proper evidence of his or her authority so to act is submitted; and


(c) from persons other than the registered holder of Unregistered Securities, provided that customary transfer requirements, ...