Excess Pension Plan

Exhibit 10(j)


EXCESS PENSION PLAN FOR CERTAIN
EMPLOYEES OF VIACOM INTERNATIONAL INC.
RESTATED AS OF JANUARY 1, 1996


1. Effective Date
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The Plan was adopted effective as of January 1, 1989. It is hereby restated
effective January 1, 1996.


2. Purpose
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The purpose of this Plan is to provide for the payment of certain pension
and pension-related benefits to certain employees so that the total pension
and pension-related benefits of such employees can be determined on the same
basis as is applicable to all other employees of VIACOM INC. (hereinafter
called "the Company"). The creation of this Plan was made necessary by
certain benefit limitations imposed on the Viacom Pension Plan (hereinafter
called the "Basic Plan") by Section 401(a)(17) and Section 415 of the
Internal Revenue Code (the "Code") of 1986, as amended; the Employee
Retirement Income Security Act of 1974, and related legislation.


3. Administration
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This Plan shall be administered by the Retirement Committee appointed by the
Board of Directors (hereinafter called "the Committee") which shall
administer it in a manner consistent with the administration of the Basic
Plan, except that this Plan shall be administered as an unfunded plan which
is not intended to meet the qualification requirements of Section 401(a) of
the Code. The Committee's decisions in all matters involving the
interpretation and application of this Plan shall be final. The Committee
may act on its own behalf or through the actions of its duly authorized
representative.


The 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 ...