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Definitive Proxy Solicitation Material — Merger or Acquisition   —   Schedule 14A
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Document/Exhibit                   Description                      Pages   Size 

 1: DEFM14A     Definitive Schedule 14A                              281   1.34M 

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AMENDMENT No. 3       

TO  

SCHEDULE 14A INFORMATION  

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 
1934  

Filed by the Registrant [X]                                                     

Filed by a Party other than the Registrant [_]                                  

Check the appropriate box:                                                      

                           [_]Confidential, for Use of the
                                       Commission Only (as Permitted by Rule
[_]Preliminary Proxy Statement           14a-6(e)(2))                           

[X]Definitive Proxy Statement                                                   

[_]Definitive Additional Materials                                              

[_]Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12            

CBS Corporation 
------------------------------------------------  
(Name of Registrant as Specified In Its Charter)  

------------------------------------------------  
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)  

Payment of Filing Fee (Check the appropriate box):                              

[_]No fee required.                                                             

[X]Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.     

(1) Title of each class of securities to which transaction applies: (i)     
common stock, par value $1.00 per share, of CBS Corporation ("CBS   
Common Stock") and (ii) Series B Participating Preferred Stock, par 
value $1.00 per share, of CBS Corporation ("CBS Series B Preferred  
Stock").                                                            

(2) Aggregate number of securities to which transaction applies: (i)        
826,492,158 shares of CBS Common Stock, which is the sum of (A) the 
number of shares of CBS Common Stock outstanding on August 31, 1999,
(B) the number of shares of CBS Common Stock issuable pursuant to   
   outstanding stock options through the date the merger is expected to be
   consummated, and (C) the number of shares of CBS Common Stock otherwise
expected to be issued prior to the date the merger is expected to be
  consummated and (ii) 10,141.691 shares of CBS Series B Preferred Stock
outstanding as of November 9, 1999.                                 

(3) Per unit price or other underlying value of transaction computed        
pursuant to Exchange ActRule 0-11 (Set forth the amount on which the
 filing fee is calculated and state how it was determined): THE FILING
FEE OF $7,774,286.00 WAS CALCULATED PURSUANT TO EXCHANGE ACT RULE 0-
  11(c) (1) BY MULTIPLYING 1/50TH OF 1% BY THE VALUE OF CBS COMMON STOCK
 AND CBS SERIES B PREFERRED STOCK TO BE RECEIVED BY VIACOM INC. IN THE
   TRANSACTION. THE VALUE OF CBS COMMON STOCK WAS DETERMINED TO BE $46.445
  IN ACCORDANCE WITH EXCHANGE ACT RULE 0-11(a) BASED ON THE AVERAGE HIGH
AND LOW PRICES OF CBS COMMON STOCK AS REPORTED ON THE NEW YORK STOCK
EXCHANGE TRANSACTIONS TAPE ON SEPTEMBER 30, 1999. THE AGGREGATE BOOK
   VALUE OF CBS SERIES B PREFERRED STOCK WAS DETERMINED TO BE $485,000,000
IN ACCORDANCE WITH EXCHANGE ACT RULE 0-11(a).                       

(4) Proposed maximum aggregate value of transaction: $38,871,428,800        

(5) Total fee paid: $7,774,286.00                                           

[_]Fee paid previously with preliminary materials.                              

[X]Check box if any part of the fee is offset as provided by Exchange Act Rule  
0-11(a)(2) and identify the filing for which the offsetting fee was paid  
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                       

(1) Amount Previously Paid: $10,806,258                                     

(2) Form, Schedule or Registration Statement No.: Amendment No. 1 to Form   
S-4                                                                 

(3) Filing Party: VIACOM INC.                                               

(4) Date Filed: November 10, 1999                                           

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[LOGO OF CBS CORPORATION]   

CBS CORPORATION 
51 West 52nd Street 
New York, New York 10019

                                                     November 26, 1999

Dear CBS Shareholder,                                                           

  You are cordially invited to attend a special meeting of shareholders of CBS
Corporation to be held on December 29, 1999 at the Sheraton New York Hotel, 811 
Seventh Avenue (at 52nd Street), New York, New York 10019, commencing at 10:00  
a.m., eastern standard time.                                                    

At the special meeting, you will be asked to consider and vote upon a     
proposal to adopt the Agreement and Plan of Merger, dated as of September 6,    
1999, as amended and restated as of October 8, 1999 and as of November 23,      
1999, among CBS, Viacom Inc. and Viacom/CBS LLC, which provides for the merger  
of CBS and Viacom or, under specified circumstances, Viacom/CBS LLC, a wholly   
owned subsidiary of Viacom. Under the terms of the merger agreement, each       
issued and outstanding share of CBS common stock will be converted into the     
right to receive 1.085 shares of Viacom non-voting Class B common stock and     
each issued and outstanding share of CBS Series B preferred stock will be       
converted into the right to receive 1.085 shares of Viacom Series C preferred   
stock. Both Viacom's Class B common stock and CBS' common stock are listed and  
traded on the New York Stock Exchange.                                          

The merger agreement advances the vision we share with Viacom of building 
the preeminent global media and entertainment company. The combination of our   
companies, our powerful brands and our highly complementary businesses will     
create a company we believe is uniquely qualified to capitalize on new          
opportunities domestically and around the world.                                

Your participation in the special meeting, in person or by proxy, is      
important. Even if you anticipate attending in person, we urge you to mark,     
sign and return the enclosed proxy card promptly in the enclosed postage-paid   
envelope to ensure that your shares of CBS common stock and CBS Series B        
preferred stock will be represented at the special meeting. If you do attend in 
person, you will be entitled to vote your shares in person.                     

The joint proxy statement/prospectus that accompanies this letter contains
information about Viacom and CBS and describes in detail the merger and related 
matters. Attached to the joint proxy statement/prospectus is a copy of the      
merger agreement, related agreements and other important information.           

Thank you, and we look forward to seeing you at the special meeting.      

Very truly yours, 

/s/ David T. McLaughlin                     /s/ Mel Karmazin        
David T. McLaughlin                        Mel Karmazin       
     Chairman of the Board           President and Chief Executive Officer

  For a discussion of risk factors which you should consider in evaluating the
merger, see "Risk Factors" beginning on page 18.                                

Neither the Securities and Exchange Commission nor any state securities 
commission has approved or disapproved of the securities to be issued in the  
merger or determined whether this joint proxy statement/prospectus is         
truthful or complete. Any representation to the contrary is a criminal        
offense.                                                                      

This joint proxy statement/prospectus is dated November 24, 1999, and is
first being mailed to shareholders on or about November 26, 1999.             

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[LOGO OF CBS CORPORATION]   

CBS CORPORATION 
51 West 52nd Street 
New York, New York 10019

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS 

To Be Held December 29, 1999      

To the Shareholders of CBS:                                                     

A special meeting of shareholders of CBS Corporation, a Pennsylvania      
corporation, will be held on December 29, 1999 at 10:00 a.m., eastern standard  
time, at the Sheraton New York Hotel, 811 Seventh Avenue (at 52nd Street), New  
York, New York 10019, to consider and vote upon a proposal to adopt the         
Agreement and Plan of Merger, dated as of September 6, 1999, as amended and     
restated as of October 8, 1999 and as of November 23, 1999, among CBS, Viacom   
Inc., a Delaware corporation, and Viacom/CBS LLC, a Delaware limited liability  
company, a copy of which is attached as Annex A to the joint proxy              
statement/prospectus that accompanies this notice. The merger agreement         
provides for the merger of CBS with and into Viacom or, under specified         
circumstances, with and into Viacom/CBS LLC, a wholly owned subsidiary of       
Viacom. If the merger agreement is adopted and the merger is consummated each   
issued and outstanding share of CBS common stock, par value $1.00 per share,    
will be converted into the right to receive 1.085 shares of Viacom non-voting   
Class B common stock, par value $.01 per share, and each issued and outstanding 
share of CBS Series B preferred stock, par value $1.00 per share, will be       
converted into the right to receive 1.085 shares of Viacom Series C preferred   
stock, par value $.01 per share.                                                

Holders of record of CBS common stock and CBS Series B preferred stock at 
the close of business on November 17, 1999, will be entitled to vote at the     
special meeting or any adjournments or postponements of the special meeting.    

 The Board of Directors of CBS has determined that the merger is in the best
interests of CBS and its shareholders, has unanimously approved the merger and  
the merger agreement and unanimously recommends that shareholders vote to adopt 
the merger agreement.                                                           

Detailed information concerning the merger, the merger agreement, related 
agreements and other related matters is contained in the attached joint proxy   
statement/prospectus and its annexes. Please read this information carefully.   

  The vote of each CBS shareholder is important. We urge you to mark, sign and
return your proxy card promptly in the enclosed postage-paid envelope to ensure 
that your shares of CBS common stock and CBS Series B preferred stock will be   
represented at the special meeting. If you attend the special meeting in        
person, you will be entitled to vote your shares in person.                     

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 If you plan to attend the special meeting, please keep the admission ticket
that is attached to your proxy card, and also check the appropriate box on your 
proxy card. Shareholders who own shares through banks or brokers and who plan   
to attend must send a written notification, along with proof of ownership, such 
as a bank or brokerage firm account statement, to the Secretary's Office, CBS   
Corporation, 51 West 52nd Street, New York, New York 10019. The names of those  
shareholders indicating they plan to attend will be placed on an admission list 
held at the entrance to the meeting. Admission tickets will not be mailed in    
advance of the meeting.                                                         

                                        On behalf of the Board of Directors,

                          /s/ Angeline C. Straka
                      Angeline C. Straka
             Secretary
                      New York, New York

November 26, 1999                                                               

YOUR VOTE IS IMPORTANT. 
PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY.

HOLDERS OF CBS COMMON STOCK AND CBS SERIES B PREFERRED STOCK
SHOULD NOT SEND STOCK CERTIFICATES WITH THEIR PROXY CARDS.

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TABLE OF CONTENTS 

                                                                [Download Table]

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QUESTIONS AND ANSWERS ABOUT THE MERGER....................................   1 

SUMMARY...................................................................   5 
  The Companies...........................................................   5 
  Terms of the Merger.....................................................   5 
  Ownership of the Combined Company Following the Merger..................   6 
  Shareholders Entitled to Consent or Vote; Vote Required; Voting              
   Agreements.............................................................   6 
  Quorum at CBS Special Meeting...........................................   6 
  Interests of Directors and Executive Officers of Viacom and CBS.........   6 
  Fairness Opinions of Financial Advisors.................................   8 
  The Merger..............................................................   8 
  Viacom Summary Historical Financial Data................................  11 
  CBS Summary Historical Financial Data...................................  12 
  Summary Unaudited Viacom/CBS Pro Forma Combined Financial Information...  14 
  Unaudited Viacom/CBS Comparative Per Share Data.........................  15 
  Comparative Market Prices and Dividends.................................  16 

RISK FACTORS..............................................................  18 
  Risks Relating to the Merger............................................  18 
    Fixed Exchange Ratio May Result in Lower Value of Merger                   
     Consideration........................................................  18 
    The Merger Is Subject to Review and Approval by the Federal                
     Communications Commission Which May Delay the Completion of the           
     Merger and/or Lessen the Anticipated Benefits of the Merger..........  18 
    Antitrust Regulatory Agencies May Oppose or Impose Conditions on the       
     Merger Which May Delay the Completion of the Merger and/or Lessen the     
     Anticipated Benefits of the Merger...................................  18 
    Mr. Redstone, Chairman and Chief Executive Officer of Viacom, Will Be      
     the Controlling Shareholder and May Therefore Determine the Outcome       
     of Most Shareholder Votes............................................  19 
    The Combined Company's Corporate Governance Structure Will Be Unusual      
     and May Not be a Successful Model for Managing the Combined Company..  19 
    The Split-off of Blockbuster from Viacom May Not Occur, Which May          
     Hinder the Operations of Viacom's Different Businesses...............  19 
    Viacom May Incur a Significant Loss Resulting from the Split-off of        
     Blockbuster..........................................................  20 
    Potentially Significant Increases in Depreciation and Amortization         
     Expense May Result from Amortization Periods Which Are Shorter than       
     Preliminary Estimates Reflected in the Pro Forma Financial Statements     
     Which Would Cause Net Earnings to Decrease...........................  20 
  Risks Relating to the Combined Company..................................  20 
    Competitive Developments and Technologies May Adversely Affect the         
     Combined Company's Future Market Share of Entertainment Audiences and     
     Customers, Which in Turn May Affect the Combined Company's                
     Advertising Revenues and Profitability...............................  20 
    Expenditures by Advertisers Tend to Be Cyclical and Dependent on the       
     Economic Prospects of Advertisers and the Economy in General Which        
     Could Cause Revenues of the Combined Company from Advertisements to       
     Decline Significantly in any Given Period Generally or in Specific        
     Markets..............................................................  21 
    Acceptance of the Combined Company's Programming by the Public is          
     Difficult to Predict, Which Could Lead to Fluctuations in Revenues...  21 
    The Combined Company's Revenues are Dependent upon the Maintenance of      
     Affiliation Agreements...............................................  22 
    Changes in Federal Communications Laws and Regulations May Have an         
     Adverse Effect on the Combined Company's Business....................  22 
    The Combined Company Has Environmental, Asbestos and Other Contingent      
     Liabilities That Could Have a Significant Impact on the Combined          
     Company..............................................................  22 

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS................  24 

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION..............  25 
  Unaudited Viacom/CBS Pro Forma Combined Condensed Financial                  
   Information............................................................  25 
  Unaudited CBS/King World Pro Forma Combined Condensed Financial              
   Information............................................................  34 

THE MERGER................................................................  46 
  Background to the Merger................................................  46 
  Reasons for the Merger and Board Recommendations........................  49 
  Opinions of Financial Advisors..........................................  53 
  Directors, Management and Corporate Governance of the Combined Company..  67 
  Accounting Treatment....................................................  70 
  Federal Income Tax Consequences.........................................  71 
  Merger Consideration....................................................  73 
  Conversion of Shares; Procedures for Exchange of Certificates;               
   Fractional Shares......................................................  73 
  Litigation..............................................................  74 
  Effective Time of the Merger............................................  74 
  Federal Securities Laws Consequences....................................  74 
  Stock Exchange Quotation................................................  74 
  Dissenters' Rights of Appraisal.........................................  75 
  Delisting and Deregistration of CBS Common Stock........................  75 

THE MERGER AGREEMENT AND RELATED AGREEMENTS...............................  76 
  The Merger Agreement....................................................  76 
  The Voting Agreements...................................................  83 
  The Stockholder Agreement...............................................  84 

INTERESTS OF PERSONS IN THE MERGER--SENIOR MANAGEMENT ARRANGEMENTS........  85 
  Viacom..................................................................  85 
  CBS.....................................................................  87 

THE COMPANIES.............................................................  89 
  Viacom's Business.......................................................  89 
  CBS' Business...........................................................  91 

                                                                [Download Table]
                                                                               
REGULATORY MATTERS AND THIRD-PARTY APPROVALS...............................  93
  Antitrust................................................................  93
  Federal Regulation of Television and Radio Broadcasting..................  93
  Other Regulations, Legislation and Recent Developments Affecting             
   Broadcast Stations......................................................  97
  Internet.................................................................  98

DESCRIPTION OF VIACOM CAPITAL STOCK FOLLOWING THE MERGER...................  99
  Viacom Class A Common Stock..............................................  99
  Viacom Class B Common Stock..............................................  99
  Voting and Other Rights of Viacom Common Stock...........................  99
  Viacom Series C Preferred Stock.......................................... 100
  Other Viacom Preferred Stock............................................. 102

COMPARISON OF RIGHTS OF HOLDERS OF VIACOM STOCK AND CBS STOCK.............. 103

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ADOPTION OF NEW RESTATED CERTIFICATE OF INCORPORATION.................... 132 

AMENDMENT TO THE VIACOM 1997 LONG-TERM MANAGEMENT INCENTIVE PLAN......... 133 

SOLICITATION OF CONSENTS AND PROXIES..................................... 135 

SHAREHOLDER PROPOSALS.................................................... 136 

LEGAL MATTERS............................................................ 137 

EXPERTS.................................................................. 137 

WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION OF DOCUMENTS BY         
 REFERENCE............................................................... 137 
  Viacom................................................................. 138 
  CBS.................................................................... 138 

                                                                [Download Table]
                                                               
   ANNEXES                                                     
   Annex A Amended and Restated Agreement and Plan of Merger   
   Annex B Restated Certificate of Incorporation               
   Annex C Amended and Restated By-laws                        
   Annex D Voting Agreement                                    
   Annex E Stockholder Agreement                               
   Annex F Sumner Redstone's Employment Agreement              
   Annex G Mel Karmazin's Employment Agreement                 
   Annex H Opinion of Morgan Stanley & Co. Incorporated        
   Annex I Opinion of Evercore Group Inc.                      
   Annex J Viacom Inc. 1997 Long-Term Management Incentive Plan

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QUESTIONS AND ANSWERS ABOUT THE MERGER  

Q:   Why are the two companies proposing to merge?                              

A:   Viacom and CBS believe that the merger advances the vision we share of     
building the preeminent global media and entertainment company. The   
combination of our companies, our powerful brands and our highly      
complementary businesses will create a company we believe is uniquely 
  qualified to capitalize on new opportunities domestically and around the
world.                                                                

To review the reasons for the merger in greater detail, see pages 49  
through 52.                                                           

Q:   What will I receive in the merger?                                         

A:   Viacom Shareholders: You will retain the shares of Viacom common stock     
you currently own.                                                    

   CBS Holders of Common Stock: You will be entitled to receive 1.085 shares
 of Viacom non-voting Class B common stock in exchange for each share of
CBS common stock you own. Viacom will not issue fractional shares.    
Instead, you will receive a payment equal to the market value of the  
fractional share.                                                     

For example:                                                          

. If you currently own 1,000 shares of CBS common stock, then after the 
merger you will be entitled to receive 1,085 shares of Viacom non-  
voting Class B common stock.                                        

. If you currently own 100 shares of CBS common stock, then after the   
  merger you will be entitled to receive 108 shares of Viacom non-voting
Class B common stock and a check for the market value of the 0.5    
fractional share of Viacom non-voting Class B common stock.         

CBS Holders of Preferred Stock: You will be entitled to receive 1.085 
 shares of Viacom Series C preferred stock in exchange for each share of
CBS Series B preferred stock you own. Viacom will not issue fractional
  shares. Instead, you will receive a payment equal to the market value of
  the Viacom Class B common stock into which the fractional share would be
   convertible. Each share of Viacom Series C preferred stock has the voting
  power of 100 shares of Viacom Class A common stock and is convertible at
 the option of the holder into 1,000 shares of Viacom non-voting Class B
common stock.                                                         

 On November 23, 1999, the closing price per share on the NYSE of Viacom
Class B common stock was $51.6875 and of CBS common stock was $53.625.

Q:   As a shareholder, how will the merger affect me?                           

A:   Viacom Shareholders: After the merger, each share of Viacom common stock   
that you own will represent a smaller ownership percentage of a       
significantly larger company.                                         

CBS Holders of Common Stock and Preferred Stock: After the merger, you
will own shares of a combined company that will own the assets of both
Viacom and CBS. The name of the combined company will be Viacom Inc.  
Holders of CBS common stock will receive shares of Viacom non-voting  
Class B common stock. Holders of CBS Series B preferred stock will    
  receive shares of Viacom Series C preferred stock. The holders of Viacom
 Class A common stock and the holders of Viacom Series C preferred stock
  will have all the voting rights of Viacom's capital stock. A majority of
the Viacom Class A common stock is held by National Amusements, Inc.  
  which, in turn, is controlled by Sumner Redstone, the Chairman and Chief
Executive Officer of Viacom.                                          

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Q:   Who will manage the combined company after the merger?                     

A:   Following the merger, the Board of Directors of the combined company will  
   be expanded from ten to 18 directors. The eight additional directors will
initially be selected from and designated by the Board of Directors of
  CBS and vacancies in this group will be filled during the initial three-
year term by independent directors designated by the remaining CBS    
directors.                                                            

Mr. Redstone will continue to serve as Chairman and Chief Executive   
  Officer of the combined company and will be responsible, in consultation
  with the President and Chief Operating Officer, for corporate policy and
strategy.                                                             

 Mel Karmazin, the current President and Chief Executive Officer of CBS,
will serve as President and Chief Operating Officer of the combined   
company, will report directly to the CEO of the combined company and  
consult with the CEO on all major decisions and will supervise,       
coordinate and manage the combined company's business.                

   In a number of areas, such as approving larger transactions, Mr. Karmazin
   may not act without the approval of, and the combined company's board may
act by, a majority of the directors. Ten of the 18 directors of the   
combined company are expected to be designees of Viacom or their      
successors and could therefore control actions which may be taken by a
majority of the combined company's directors. In all other areas, Mr. 
 Karmazin's authority to manage the combined company may be limited only
  through action by a supermajority of at least 14 directors. As a result,
  Mr. Karmazin will have an unusual degree of autonomy for a President and
COO of a large corporation.                                           

The governance arrangements described above will be in effect for a   
   period of three years from the closing of the merger, unless 14 of the 18
 directors determine to modify these arrangements or Mr. Karmazin is not
the COO or CEO of the combined company.                               

The governing structure of the combined company during this three year
   period is an important part of the merger. We recommend that you read the
  complete explanation of this structure on pages 67 through 70 carefully,
  as well as the complete text of the proposed new Restated Certificate of
Incorporation attached as Annex B to this joint proxy                 
statement/prospectus.                                                 

Q:   What do I need to do now?                                                  

A:   Viacom Class A Shareholders: After carefully reading and considering the   
  information contained in this joint proxy statement/prospectus, complete
 the enclosed consent card and sign and submit it in the enclosed return
envelope as soon as possible. If you sign and submit your consent card
  but do not indicate whether you consent to any individual proposal, your
 consent card will be counted as a consent to the adoption of the merger
agreement and the proposed new Viacom Restated Certificate of         
  Incorporation, and the issuance of shares of Viacom Class B common stock
   and Viacom Series C preferred stock in connection with the merger and the
amendment to Viacom's incentive plan. If you do not submit a properly 
executed consent card or if you abstain, it will have the effect of a 
vote against the adoption of the merger agreement and the proposed new
 Viacom Restated Certificate of Incorporation and the issuance of Viacom
Class B common stock and Viacom Series C preferred stock in connection
with the merger and the amendment to Viacom's incentive plan.         

  CBS Holders of Common Stock and Preferred Stock: After carefully reading
and considering the information contained in this joint proxy         
statement/prospectus,                                                 

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indicate on the enclosed proxy card how you want to vote, and sign and
submit it in the enclosed return envelope as soon as possible so that 
your shares may be represented at the special meeting. If you sign and
submit your proxy card but do not indicate how you want to vote, your 
   shares will be voted in favor of the adoption of the merger agreement. If
you do not vote or you abstain, it will have no effect on whether the 
 proposal is passed. The CBS Board is not aware of any matter other than
that set forth in this joint proxy statement/prospectus that will be  
brought before the CBS special meeting. If, however, other matters are
 properly presented at the CBS special meeting, proxies will be voted in
accordance with the discretion of the holders of such proxies.        

Q:   If my shares are held in the name of my broker, will my broker give        
consent or vote for me?                                               

A:   Viacom Class A Shareholders: Your broker will execute a consent card for   
your shares only if you provide instructions to do so. Without        
instructions, your broker will not execute a consent card for your    
shares.                                                               

CBS Holders of Common Stock and Preferred Stock: Your broker will vote
 your shares only if you provide instructions on how to vote. You should
instruct your broker to vote your shares according to your directions.
Without instructions, your shares will not be voted.                  

Q:   Can I revoke my consent card or change my vote after I have submitted my   
signed consent card or proxy card?                                    

A:   Viacom Class A Shareholders: You can revoke your consent or, if you have   
previously revoked your consent, submit a new consent card at any time
prior to the time that consents from the holders of a majority of the 
   outstanding Viacom Class A common stock are delivered to Viacom, which is
expected to occur at 12:00 noon on December 29 , 1999, by sending your
  revocation or new consent card to Viacom at the address indicated below.

   CBS Holders of Common Stock and Preferred Stock: You can change your vote
   at any time before your proxy is voted at the special meeting. You can do
this in one of the following three ways:                              

. First, you can send a written notice stating that you would like to   
 revoke your proxy to the appropriate company at the address indicated
below.                                                              

. Second, you can complete and submit a new proxy card.                 

. Third, you can attend the special meeting and vote in person. Simply  
attending the meeting, however, will not revoke your proxy; you must
vote at the special meeting. If you have instructed a broker to vote
your shares, you must follow directions received from your broker to
change your vote.                                                   

Q:   Should I send in my stock certificates now?                                

A:   Viacom Shareholders: No. You will keep the stock certificates you          
currently own.                                                        

  CBS Holders of Common Stock and Preferred Stock: No. After the merger is
completed, Viacom will appoint an exchange agent to coordinate the    
   exchange of your shares of CBS common stock or preferred stock for shares
of Viacom non-voting Class B common stock or Viacom Series C preferred
stock. The exchange agent will send you written instructions on how to
exchange your stock certificates.                                     

Q:   When do you expect the merger to be completed?                             

A:   We are working to complete the merger as soon as possible. In addition to  
shareholder approvals, we must also obtain regulatory approvals and   
satisfy other conditions set forth in the merger agreement. We hope to
complete the merger in the first half of 2000.                        

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Q:    What are the tax consequences of the merger to me?                        

A:    Viacom Shareholders: There will be no tax consequences to you as a result 
of the merger.                                                      

CBS Holders of Common Stock and Preferred Stock: The exchange of CBS
    common stock for Viacom non-voting Class B common stock and the exchange
    of CBS Series B preferred stock for Viacom Series C preferred stock will
  be tax-free for federal income tax purposes. However, you will have to
  pay taxes on the payments received for fractional shares. We recommend
   that you read the complete explanation of the tax consequences on pages
71 through 72 carefully.                                            

Q:    Who can help answer my questions?                                         

A:    If you would like additional copies of this joint proxy                   
statement/prospectus, or if you have questions about the merger, you
should contact:                                                     

VIACOM SHAREHOLDERS:
Viacom Inc. 
1515 Broadway 
53rd Floor
New York, New York 10036
Attention: Investor Relations 
Phone Number: (212) 258-6700

CBS SHAREHOLDERS: 
CBS Corporation 
40 West 57th Street 
New York, New York 10019
Attention: Investor Relations 
Phone Number: (212) 314-9209

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SUMMARY 

This summary highlights selected information from this joint proxy        
statement/prospectus, and may not contain all of the information that is        
important to you. To understand the merger fully and for a complete description 
of the legal terms of the merger, you should read carefully this entire joint   
proxy statement/prospectus and the documents to which we have referred you. See 
"Where You Can Find More Information and Incorporation of Documents by          
Reference" on page 137. The merger agreement is attached as Annex A to this     
joint proxy statement/prospectus. We encourage you to read the merger           
agreement, as it is the legal document that governs the merger.                 

The Companies                                                                   

Viacom Inc.                                                                     
1515 Broadway                                                                   
New York, NY 10036                                                              
(212) 258-6000                                                                  

Viacom Inc. is a diversified entertainment company with operations in six 
segments: (1) Networks, (2) Entertainment, (3) Video, (4) Parks, (5) Publishing 
and (6) Online. The Networks segment operates MTV: Music Television(R),         
Showtime(R), Nickelodeon(R), Nick at Nite(R), VH1 Music First(R) and TV         
Land(R), among other program services. The Entertainment segment, which         
includes Paramount Pictures(R), Paramount Television(R), Paramount Stations     
Group and Spelling Entertainment Group Inc., produces and distributes           
theatrical motion pictures and television programming and operates or programs  
19 broadcast television stations. The Video segment consists of an              
approximately 82% interest in Blockbuster Inc. (NYSE: BBI) which operates and   
franchises Blockbuster Video(R) stores worldwide. The Parks segment, through    
Paramount Parks(R), owns and operates five theme parks and a themed attraction  
in the U.S. and Canada. The Publishing segment publishes and distributes        
consumer books and related multimedia products under such imprints as Simon &   
Schuster(R). The Online segment provides online music and children destinations 
featuring entertainment, information, community tools and e-commerce.           

CBS Corporation                                                                 
51 West 52nd Street                                                             
New York, NY 10019                                                              
(212) 975-4321                                                                  

CBS is one of the largest radio and television broadcasters in the United 
States. CBS operates its business through its Television, Cable and Infinity    
segments. The Television segment consists of CBS' 16 owned and operated         
television stations and the CBS television network, which includes CBS'         
Internet businesses. CBS acquired television broadcast station KTVT-TV Dallas-  
Fort Worth, Texas on October 12, 1999. CBS acquired King World Productions,     
Inc., the distributor of a number of shows, including "The Oprah Winfrey Show", 
on November 15, 1999. The Cable segment includes CBS' cable networks,           
consisting of The Nashville Network, Country Music Television and two regional  
sports networks. The Infinity segment corresponds to Infinity Broadcasting      
Corporation (NYSE: INF), which conducts CBS' radio and outdoor advertising      
business.                                                                       

  CBS' Internet businesses include its operation of the Internet sites CBS.com
and Country.com, as well as its investments in SportsLine.com Inc.,             
MarketWatch.com, Inc. and other Internet businesses.                            

CBS, through Infinity, has entered into a definitive agreement to acquire 
Outdoor Systems, Inc., a leading outdoor advertising company in North America.  
CBS believes that this transaction will be completed during November 1999.      

Terms of the Merger                                                             

Either CBS will be merged with and into Viacom and Viacom will be the     
surviving corporation or CBS will merge with and into Viacom/CBS LLC and        
Viacom/CBS LLC will be the surviving entity and wholly owned by Viacom. The     
merger of CBS into Viacom/CBS LLC will occur only if guidance is received from  
the IRS or another appropriate governmental authority that the merger of CBS    
into Viacom/CBS LLC will not adversely affect the tax treatment of the merger   
and if the merger would not result in an adverse tax effect to Viacom, CBS or   
their respective shareholders.                                                  

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The alternative structure for the proposed merger results in the formation
of a subsidiary of Viacom which will only contain the assets and liabilities of 
CBS, thereby providing Viacom with insulation from CBS' contingent liabilities, 
such as CBS' environmental liabilities.                                         

Ownership of the Combined Company Following the Merger                          

We anticipate that holders of CBS common stock will receive approximately 
812 million shares of Viacom non-voting Class B common stock in the merger and  
that holders of CBS Series B preferred stock will receive Viacom Series C       
preferred stock convertible into approximately 11 million shares of Viacom      
Class B common stock. Based on those numbers, immediately following the merger, 
the former CBS shareholders will hold an aggregate equity interest in Viacom of 
approximately 54%. The Viacom voting Class A common stock will continue to be   
controlled by National Amusements which, in turn, is controlled by Mr.          
Redstone.                                                                       

Shareholders Entitled to Consent or Vote; Vote Required; Voting Agreements      

Viacom Class A Shareholders: Only shareholders of record at the close of  
business on the record date of November 12, 1999 will be entitled to take       
action by written consent concerning these proposals. On the record date, there 
were 139,690,499 shares of Viacom Class A common stock outstanding. Approval of 
the adoption of the merger agreement and the proposed new Restated Certificate  
of Incorporation, the issuance of Viacom Class B common stock and Viacom Series 
C preferred stock in connection with the merger and the amendment to the Viacom 
incentive plan will occur when the holders of a majority of the outstanding     
Viacom Class A common stock deliver properly dated and executed consents to     
Viacom.                                                                         

  CBS Holders of Common Stock and Preferred Stock: Only shareholders of record
at the close of business on the record date of November 17, 1999 will be        
entitled to vote at the special meeting. On the record date, there were         
approximately 764.3 million shares of CBS common stock outstanding and          
approximately 10,142 shares of CBS Series B preferred stock outstanding. Each   
holder of CBS common stock will have one vote at the special meeting for each   
share of CBS common stock owned on the record date. Each holder of CBS Series B 
preferred stock will have 1,000 votes at the special meeting for each share of  
CBS Series B preferred stock owned on the record date. A majority of votes cast 
by all shareholders entitled to vote at the CBS special meeting is required to  
adopt the merger agreement. On the record date, directors and executive         
officers of CBS and their affiliates were entitled to vote 4,630,080 shares of  
CBS common stock, or approximately 0.6% of the shares of CBS common stock       
outstanding on the record date, and no shares of CBS Series B preferred stock.  

Quorum at CBS Special Meeting                                                   

 CBS. The presence at the CBS special meeting, either in person or by proxy,
of shareholders entitled to cast at least a majority of the votes that all      
shareholders are entitled to cast is required in order for a quorum to be       
present for purposes of voting on the adoption of the merger agreement. In the  
event that a quorum is not present at the CBS special meeting, it is expected   
that the meeting will be adjourned or postponed to solicit additional proxies.  

Shares of CBS common stock or CBS Series B preferred stock represented at 
the applicable special meeting but not voting, including shares of CBS common   
stock or CBS Series B preferred stock for which proxy cards have been received, 
but with respect to which holders of shares have abstained on any matter, will  
be treated as present at the special meeting for purposes of determining the    
presence or absence of a quorum for the transaction of all business. The        
persons named as proxies by a CBS shareholder may propose and vote for one or   
more adjournments of the applicable special meeting, including, without         
limitation, adjournments to permit further solicitations of proxies in favor of 
a proposal; provided, however, that a proxy that is voted against the proposal  
to adopt the merger agreement may not be voted in favor of any such adjournment 
or postponement.                                                                

Interests of Directors and Executive Officers of Viacom and CBS                 

A number of directors and executive officers of CBS and Viacom have       
interests in the merger as employees and/or directors that are different from,  

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or in addition to, your interests as a shareholder. If the merger is completed, 
several of the directors and members of the existing senior management of each  
of CBS and Viacom will be designated as members of the initial Board of         
Directors and senior management of the combined company after the merger.       
Indemnification arrangements for existing directors and officers of CBS and     
Viacom will be continued.                                                       

In particular, the following executives have entered into compensation    
arrangements in connection with the Merger:                                     

Mr. Redstone:                                                                   

Viacom entered into an employment agreement with Mr. Redstone to serve as 
its Chairman and CEO following the effective time of the merger. Mr. Redstone   
will receive an annual base salary of $1 million and an annual bonus, with an   
established target bonus of $5 million and a maximum bonus of $10 million for   
calendar year 2000, prorated to reflect the actual number of days that the      
agreement is in effect during the year 2000. The target and maximum bonus       
amounts increase by 10% annually through 2003. Mr. Redstone will also receive   
deferred compensation of $2 million during calendar year 2000, prorated to      
reflect the number of days the agreement is in effect during the year 2000,     
thereafter to be increased annually by 10% of his salary and deferred           
compensation for the preceding year. He will also receive a grant of options to 
purchase 2,000,000 shares of Viacom Class B common stock, vesting in three      
equal annual installments.                                                      

Mr. Karmazin:                                                                   

 In contemplation of the merger, Viacom entered into an employment agreement
with Mr. Karmazin that becomes effective only upon the consummation of the      
merger, except for a stock "lock-up" provision which became effective upon the  
signing of the employment agreement, and continues through December 31, 2003.   
Pursuant to the agreement, Mr. Karmazin will serve as the President and COO of  
Viacom.                                                                         

 Mr. Karmazin will receive an annual base salary of $1 million and an annual
bonus, with an established target bonus of $5 million and a maximum bonus of    
$10 million for calendar year 2000, prorated to reflect the actual number of    
days that the agreement is in effect during the year 2000, which target and     
maximum amounts will increase by 10% annually. Mr. Karmazin will also receive   
deferred compensation of $2 million during calendar year 2000, prorated to      
reflect the number of days that the agreement is in effect during the year      
2000, thereafter to be increased annually during the remainder of his           
employment in an amount equal to 10% of his salary and deferred compensation    
for the preceding year. The agreement provides for a grant of options to        
purchase 2,000,000 shares of Viacom Class B common stock, vesting in three      
equal annual installments. During his employment term, Mr. Karmazin will be     
provided with $5 million of life insurance. Mr. Karmazin will also be entitled  
to a gross-up for any "golden parachute" excise tax that may be imposed on him  
under the Internal Revenue Code as a result of any payment or benefit he        
receives under his agreement or otherwise.                                      

Messrs. Dauman and Dooley:                                                      

Pursuant to agreements entered into with Viacom on September 6, 1999,     
Messrs. Dauman and Dooley, the Deputy Chairmen and Executive Vice Presidents of 
Viacom, have agreed to resign from Viacom effective at the effective time of    
the merger and will each receive the following payments:                        

(1) as soon as practicable after their resignations:                        

. a one-time cash payment equal to the amount that would have been      
payable under their current employment agreements through their     
original terms, or December 31, 2003,                               

. payouts of all deferred compensation accounts and the balance of their
accounts under the Viacom Excess Investment Plan, and               

. a transaction bonus in the amount of $5,000,000;                      

(2) on the earlier of the effective time of the merger and the date on      
   which Viacom pays 1999 bonuses to its executive officers generally, the
greatest of:                                                        

. 110% of their respective bonuses received for 1998,                   

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. amounts which, when added to their salary and deferred compensation   
payable for 1999, would produce the highest 1999 total cash         
compensation paid to any other executive officer of Viacom or any of
its affiliates, and                                                 

. an amount the Viacom Board determines is appropriate to compensate    
each executive for his contribution to Viacom in 1999; and          

(3) All equity-based compensation awards previously granted to Messrs.      
  Dauman and Dooley will vest on the effective date of their resignation
and each stock option will continue to be exercisable in accordance 
with its terms until December 31, 2003, subject to their compliance 
with the provisions of their resignation agreements.                

Assuming the merger is consummated on January 1, 2000 and the 1999 bonuses are  
paid at 110%, it is estimated that each of Messrs. Dauman and Dooley will       
receive aggregate payments under (1) and (2) above (excluding any payouts of    
deferred compensation accounts and Viacom Excess Investment Plan balances) of   
approximately $41 million. In addition, under (3) above, each of Messrs. Dauman 
and Dooley's unexercised stock options have a value of approximately $114       
million, assuming such options were exercised on November 19, 1999 at their     
applicable exercise price.                                                      

For a more complete description of these arrangements, please read the section  
"Interests of Persons in the Merger--Senior Management Arrangements."           

Fairness Opinions of Financial Advisors                                         

 In deciding to approve the merger, each Board considered the opinion of its
financial advisor. Viacom received an opinion from its financial advisor,       
Morgan Stanley & Co. Incorporated, as to the fairness of the merger to Viacom   
from a financial point of view, and CBS received an opinion from its financial  
advisor, Evercore Group Inc., an affiliate of Evercore Partners Inc., as to the 
fairness of the merger to its shareholders from a financial point of view.      
These opinions are attached as Annexes H and I, respectively, to this joint     
proxy statement/prospectus. The opinions are not a recommendation as to how you 
should vote your shares. We encourage you to read these opinions carefully.     

The Merger                                                                      

Conditions to the Merger                                                        

We will complete the merger only if various conditions are satisfied or   
waived, including the following:                                                

. CBS shareholders vote to adopt the merger agreement;                      

. Viacom shareholders approve:                                              

-  the adoption of the merger agreement if CBS merges into Viacom;      

- the adoption of the proposed new Restated Certificate of              
Incorporation and the issuance of Viacom Class B common stock and   
 Viacom Series C preferred stock in connection with the merger, if CBS
merges into Viacom/CBS LLC;                                         

. no law or court order prohibits the merger or makes the merger illegal;   

. the registration statement of which this joint proxy statement/prospectus 
 forms a part has been declared effective and no stop order suspending its
effectiveness is in effect;                                             

. the shares of Viacom Class B common stock to be issued to shareholders of 
CBS in the merger have been authorized for listing by the NYSE, subject 
to official notice of issuance;                                         

. Viacom and CBS obtain all regulatory approvals necessary to complete the  
merger;                                                                 

. each of Viacom and CBS has certified to the other that its                
representations and warranties are true and correct except as would not 
have a material adverse effect and that its material obligations under  
the merger agreement have been complied with in all material respects;  
and                                                                     

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. Viacom and CBS have each obtained an opinion from their respective tax    
counsel that the merger will be tax-free.                               

If the CBS shareholders do not vote to adopt the merger agreement, the    
companies currently contemplate continuing their businesses in substantially    
the same manner as previously conducted, subject to reassessment based on then  
existing circumstances.                                                         

No Solicitation of Competing Transactions                                       

The merger agreement prohibits CBS from soliciting any proposal from, or  
providing information to or negotiating with, another party for the sale or     
transfer of more than 35% of the voting power or assets of CBS.                 

However, until the CBS shareholders adopt the merger agreement, CBS may   
consider an unsolicited proposal for a competing transaction from another party 
which CBS' Board of Directors determines in good faith reasonably can be        
expected to result in a superior proposal, and CBS may furnish information to   
that party. A superior proposal is a proposal to acquire more than 50% of the   
voting power or all or substantially all of the assets of CBS for consideration 
which the CBS Board determines in good faith is more favorable than that to be  
received by CBS shareholders in the merger. CBS must notify Viacom if it begins 
to negotiate a competing transaction.                                           

Termination of the Merger Agreement                                             

  The Boards of Directors of both our companies can jointly agree to terminate
the merger agreement at any time without completing the merger. In addition,    
the merger agreement may also be terminated:                                    

. by either company, if the merger is not completed by August 31, 2000;     

. by either company, if the shareholders of CBS do not approve the merger;  

. by either company, if a governmental authority has issued a final and     
nonappealable order permanently prohibiting the merger;                 

. by either company, if the other company breaches any of the               
 representations or warranties it made in the merger agreement in a manner
so as to have a material adverse effect on that company, or the other   
 company, including, in Viacom's case, Viacom/CBS LLC, materially fails to
comply with any of the material obligations it has under the merger     
 agreement, in either case such that the conditions to closing relating to
the representations and warranties or covenants would not be satisfied; 
or                                                                      

. by CBS, if prior to the adoption of the merger agreement by the CBS       
shareholders CBS gives notice to Viacom of the existence of a superior  
proposal.                                                               

Termination Fees                                                                

CBS is required to pay Viacom a termination fee of $1 billion if:         

. (1) Viacom or CBS terminates the merger agreement because the CBS         
shareholders fail to adopt the merger agreement at the CBS special      
meeting, (2) a competing proposal to acquire more than 50% of the voting
 power or assets of CBS has been made public at or prior to the failure to
adopt the merger agreement and (3) within 12 months after termination, a
binding agreement to enter into a competing transaction is entered into 
by CBS or a competing transaction is consummated; or                    

. CBS terminates the merger agreement because, prior to the adoption of the 
merger agreement by CBS shareholders, CBS gives notice to Viacom of the 
existence of a superior proposal.                                       

Regulatory Approvals                                                            

Under U.S. antitrust laws, we may not complete the merger until we have   
notified the Antitrust Division of the Department of Justice and the Federal    
Trade Commission of the merger and filed the necessary report forms and until a 
required waiting period has ended. Viacom made its notification on September    
20, 1999 and CBS made its notification on September 23, 1999. On October 22,    
1999, the Antitrust Division of the DOJ issued to the parties a Request for     
Additional Information and Documentary Material, which extends the waiting      
period until 20 calendar days after the parties substantially comply with the   
request. However, the Antitrust Division of the Department of Justice and the   
Federal Trade Commission continue to have the authority to challenge the merger 
on antitrust grounds before and after the merger is completed.                  

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  Under U.S. federal communications laws, the merger will result in a transfer
of control to Viacom of licenses held by CBS, and, therefore, the merger        
requires the prior review and approval of the Federal Communications            
Commission. Both Viacom and CBS have requested the required approval in an      
application to the FCC, which was filed November 16, 1999. This application is  
subject to comments by the public, and any decision may be further reviewed or  
reconsidered by the FCC or a court. In order to comply with applicable law and  
to secure the approval of the FCC, Viacom, CBS or both may need to divest some  
or all of their respective interests in a number of radio and television        
licenses as well as some or all of Viacom's interest in United Paramount        
Network. Further, Viacom, CBS or both may be required to divest additional      
broadcast stations in the event rules recently adopted by the FCC that relax    
ownership restrictions fail to become effective, or are stayed, reconsidered or 
modified by the FCC or a court.                                                 

Both companies are required to make filings with or obtain approvals from 
other domestic and international regulatory authorities in connection with the  
merger.                                                                         

We cannot predict whether we will obtain all required regulatory approvals
to complete the merger, or whether any approvals will include conditions that   
would be detrimental to CBS or Viacom.                                          

Dissenters' Rights of Appraisal                                                 

 Neither Viacom shareholders nor CBS shareholders have dissenters' rights to
an appraisal of the value of their shares in connection with the merger.        

Accounting Treatment                                                            

 The merger will be accounted for under the purchase method of accounting in
accordance with generally accepted accounting principles. Accordingly, the cost 
to acquire CBS will be allocated to the assets acquired and liabilities assumed 
based on their fair values, with any excess being treated as goodwill and       
amortized over its estimated useful life.                                       

*  *  * 

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Viacom Summary Historical Financial Data

The summary consolidated financial data presented below have been derived 
from, and should be read together with, Viacom's audited consolidated financial 
statements and the accompanying notes included in Viacom's annual report on     
Form 10-K for the year ended December 31, 1998 and the unaudited interim        
consolidated financial statements and the accompanying notes included in        
Viacom's quarterly report on Form 10-Q for the quarterly period ended September 
30, 1999, both of which are incorporated by reference into this joint proxy     
statement/prospectus. The historical financial data presented below include the 
results of Paramount Communications Inc. after its acquisition by Viacom on     
March 11, 1994 and the results of Blockbuster Entertainment Corporation after   
its acquisition by Viacom on September 29, 1994.                                

Statement of Operations Data
(in millions, except per share amounts) 

                                                                [Download Table]

                         Nine Months Ended                                        
                           September 30,          Year Ended December 31,         
                         -----------------  ------------------------------------- 
                           1999     1998     1998     1997    1996   1995   1994  
                         -------- --------  -------  ------- ------ ------ ------ 
                            (Unaudited)                                           
                                                                                  
Revenues................ $  9,286 $  8,754  $12,096  $10,685 $9,684 $8,700 $4,486 
Operating income........ $    881 $    455  $   752  $   685 $1,197 $1,247 $  354 
Earnings (loss) from                                                              
 continuing operations.. $    239 $   (133) $   (44) $   374 $  152 $   88 $   19 
Net earnings (loss)..... $    201 $   (141) $  (122) $   794 $1,248 $  223 $   90 
Net earnings (loss)                                                               
 attributable to common                                                           
 stock.................. $    189 $   (186) $  (150) $   734 $1,188 $  163 $   15 
Earnings (loss) per                                                               
 common share:                                                                    
Basic:                                                                            
  Earnings (loss) from                                                            
   continuing                                                                     
   operations........... $    .33 $   (.25) $  (.10) $   .44 $  .13 $  .04 $ (.14)
  Net earnings (loss)... $    .27 $   (.26) $  (.21) $  1.04 $ 1.63 $  .22 $  .04 
Diluted:                                                                          
  Earnings (loss) from                                                            
   continuing                                                                     
   operations........... $    .32 $   (.25) $  (.10) $   .44 $  .13 $  .04 $ (.13)
  Net earnings (loss)... $    .27 $   (.26) $  (.21) $  1.04 $ 1.62 $  .22 $  .03 

Balance Sheet Data
(in millions) 

                                                                [Download Table]

                                                      As of December 31,           
                               As of        ---------------------------------------
                         September 30, 1999  1998    1997    1996    1995    1994  
                         ------------------ ------- ------- ------- ------- -------
                            (Unaudited)                                            
                                                                                   
Total assets............      $24,268       $23,613 $28,289 $28,834 $28,991 $28,274
Total long-term debt,                                                              
 net of current                                                                    
 portion................      $ 6,142       $ 3,813 $ 7,423 $ 9,856 $10,712 $10,402
Shareholders' equity....      $10,918       $12,050 $13,384 $12,587 $12,094 $11,792

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CBS Summary Historical Financial Data 

The selected consolidated historical financial data presented below have  
been derived from, and should be read together with, the CBS audited            
consolidated financial statements and the accompanying notes included in CBS'   
Annual Report on Form 10-K for the year ended December 31, 1998 and the         
unaudited interim consolidated financial statements and the accompanying notes  
included in CBS' quarterly report on Form 10-Q for the nine months ended        
September 30, 1999, which are incorporated by reference in this joint proxy     
statement/ prospectus. The historical financial data presented below include    
the results of CBS Radio Inc., formerly American Radio Systems Corporation,     
after its acquisition by CBS on June 4, 1998, the results of The Nashville      
Network and Country Music Television, Gaylord Entertainment Company's two major 
cable networks, after their acquisition by CBS on September 30, 1997, the       
results of Infinity Media Corporation, formerly known as Infinity Broadcasting  
Corporation, after its acquisition by CBS on December 31, 1996 and the results  
of CBS Inc. after its acquisition by CBS, formerly Westinghouse Electric        
Corporation, on November 24, 1995.                                              

Statement of Operations Data
(in millions, except per share amounts) 

                                                        [Enlarge/Download Table]

                             Nine Months                                             
                         Ended September 30,        Year Ended December 31,          
                         --------------------  ------------------------------------- 
                           1999       1998      1998    1997    1996    1995   1994  
                         ---------  ---------  ------  ------  ------  ------  ----- 
                             (Unaudited)                                             
                                                                                     
Revenues................ $   5,154  $   5,014  $6,805  $5,367  $4,143  $1,074  $ 744 
Operating profit........       658        365     482     253      54     160    151 
Interest expense........      (143)      (272)   (370)   (386)   (401)   (184)   (26)
Income (loss) from                                                                   
 Continuing Operations                                                               
 before income taxes,                                                                
 minority interest and                                                               
 equity losses of                                                                    
 unconsolidated                                                                      
 affiliated companies...       519        122     155     (59)   (292)    128     (6)
Income tax (expense)                                                                 
 benefit................      (302)      (134)   (161)    (73)     71     (75)     1 
Income (loss) from                                                                   
 Continuing Operations..       138        (15)    (12)   (131)   (221)     47    (10)
Income (loss) from                                                                   
 Discontinued                                                                        
 Operations.............       396        --      --      680     409     (57)    58 
Extraordinary item, net                                                              
 of income taxes........        (5)        (5)     (9)    --      (93)    --     --  
Net income (loss).......       529        (20)    (21)    549      95     (10)    48 

Basic earnings (loss)                                                                
 per common share:                                                                   
 Continuing Operations.. $     .20  $    (.02) $ (.02) $ (.24) $ (.67) $ (.09) $(.27)
 Discontinued                                                                        
  Operations............       .57        --      --     1.08    1.02    (.16)   .16 
 Extraordinary item.....      (.01)      (.01)   (.01)    --     (.23)    --     --  
                         ---------  ---------  ------  ------  ------  ------  ----- 
Basic earnings (loss)                                                                
 per common share....... $     .76  $    (.03) $ (.03) $  .84  $  .12  $ (.25) $(.11)
                         =========  =========  ======  ======  ======  ======  ===== 
Diluted earnings (loss)                                                              
 per common share:                                                                   
 Continuing Operations.. $     .19  $    (.02) $ (.02) $ (.24) $ (.67) $ (.09) $(.27)
 Discontinued                                                                        
  Operations............       .56        --      --     1.08    1.02    (.16)   .16 
 Extraordinary item.....      (.01)      (.01)   (.01)    --     (.23)    --     --  
                         ---------  ---------  ------  ------  ------  ------  ----- 
Diluted earnings (loss)                                                              
 per common share....... $     .74  $    (.03) $ (.03) $  .84  $  .12  $ (.25) $(.11)
                         =========  =========  ======  ======  ======  ======  ===== 
Dividends per common                                                                 
 share.................. $     --   $     .05  $  .05  $  .20  $  .20  $  .20  $ .20 
                         =========  =========  ======  ======  ======  ======  ===== 

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Balance Sheet Data
(in millions) 

                                                                [Download Table]

                              As of               As of December 31,           
                          September 30, ---------------------------------------
                              1999       1998    1997    1996    1995    1994  
                          ------------- ------- ------- ------- ------- -------
                           (Unaudited)                                         
                                                                               
Total assets--Continuing                                                       
 Operations.............     $20,723    $20,139 $16,503 $15,406 $10,391 $ 2,524
Total assets--                                                                 
 Discontinued                                                                  
 Operations.............         811      1,919   4,101   5,710   8,157   9,273
                             -------    ------- ------- ------- ------- -------
Total assets............     $21,534    $22,058 $20,604 $21,116 $18,548 $11,797
                             =======    ======= ======= ======= ======= =======
Long-term debt--                                                               
 Continuing Operations..     $ 2,346    $ 2,506 $ 3,236 $ 5,147 $ 7,222 $ 1,865
Long-term debt--                                                               
 Discontinued                                                                  
 Operations.............         407        382     440     419     161     589
                             -------    ------- ------- ------- ------- -------
Total long-term debt....     $ 2,753    $ 2,888 $ 3,676 $ 5,566 $ 7,383 $ 2,454
                             =======    ======= ======= ======= ======= =======
Total debt--Continuing                                                         
 Operations.............     $ 2,352    $ 2,665 $ 3,387 $ 5,635 $ 7,840 $ 2,471
Total debt--Discontinued                                                       
 Operations.............         418        428     543     439     528   1,266
                             -------    ------- ------- ------- ------- -------
Total debt..............     $ 2,770    $ 3,093 $ 3,930 $ 6,074 $ 8,368 $ 3,737
                             =======    ======= ======= ======= ======= =======
Shareholders' equity....     $ 9,630    $ 9,054 $ 8,080 $ 5,731 $ 1,453 $ 1,789
                             =======    ======= ======= ======= ======= =======

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Summary Unaudited Viacom/CBS Pro Forma Combined Financial Information 

 The following summary unaudited pro forma combined financial information is
derived from and should be read together with the information provided in the   
section, "Unaudited Viacom/CBS Pro Forma Combined Condensed Financial           
Information" and the notes thereto. The summary unaudited pro forma combined    
financial information is based upon the historical financial statements of      
Viacom, adjusted for the initial public offering of Blockbuster and other       
related transactions, and the historical financial statements of CBS, adjusted  
for the acquisitions of American Radio and King World and the pending           
acquisition of Outdoor Systems, Inc. The acquisition of King World by CBS was   
completed on November 15, 1999. The unaudited pro forma combined condensed      
statement of operations data for the nine months ended September 30, 1999 and   
the year ended December 31, 1998 is presented as if the merger of Viacom and    
CBS and all other aforementioned transactions had occurred on January 1, 1998.  
The unaudited pro forma combined balance sheet data at September 30, 1999 is    
presented as if the merger of Viacom and CBS and all other aforementioned       
transactions had occurred on September 30, 1999.                                

 The summary unaudited pro forma combined financial data is for illustrative
purposes only and does not necessarily indicate the operating results or        
financial position that would have been achieved had the merger of Viacom and   
CBS and all other aforementioned transactions been completed as of the dates    
indicated or of the results that may be obtained in the future. In addition,    
the data does not reflect synergies that might be achieved from combining these 
operations.                                                                     

Unaudited Pro Forma Combined Statement of Operations Data 
(in millions, except per share amounts) 

                                                                [Download Table]

                                             Nine Months                      
                                                Ended           Year Ended    
                                          September 30, 1999 December 31, 1998
                                          ------------------ -----------------
                                                                              
Revenues.................................      $15,583            $20,457     
Operating income.........................      $ 1,171            $   695     
Earnings (loss) from continuing                                               
 operations before income taxes..........      $   594            $  (369)    
Loss from continuing operations..........      $  (200)           $  (776)    
Net loss from continuing operations                                           
 attributable to common stock............      $  (213)           $  (803)    
Basic and diluted loss from continuing                                        
 operations per share....................      $  (.14)           $  (.53)    
Weighted average shares outstanding:                                          
  Basic..................................        1,507              1,521     
  Diluted................................        1,507              1,521     

Unaudited Pro Forma Combined Balance Sheet Data 
(in millions) 

                                                                [Download Table]

                                                           At September 30, 1999
                                                           ---------------------
                                                                                
Total assets..............................................        $78,871       
Total long-term debt, net of current portion..............        $10,686       
Shareholders' equity......................................        $47,895       

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Unaudited Viacom/CBS Comparative Per Share Data 

The following tables present the Viacom and CBS historical and pro forma  
combined and CBS pro forma equivalent comparative per share data for the nine   
months ended or at September 30, 1999 and the twelve months ended or at         
December 31, 1998.                                                              

                                                        [Enlarge/Download Table]

                                                    Pro Forma Combined as       CBS      
Nine Months Ended           Viacom                   Adjusted for Other      Pro Forma   
or at September 30, 1999  Historical CBS Historical     Viacom Events     Equivalent(/3/)
------------------------  ---------- -------------- --------------------- ---------------
                                                                                         
Earnings (loss) per                                                                      
 common share from                                                                       
 continuing                                                                              
 operations(/1/):                                                                        
  Basic.................    $  .33       $  .20            $ (.14)            $ (.15)    
  Diluted...............       .32          .19              (.14)              (.15)    
Book value per common                                                                    
 share(/2/):                                                                             
  Basic.................    $15.67       $13.93            $31.74             $34.44     
  Diluted...............     15.40        13.60             31.49              34.17     
Cash dividends per                                                                       
 common share...........       --           --                --                 --      

                                                    Pro Forma Combined as       CBS      
Twelve Months Ended         Viacom                   Adjusted for Other      Pro Forma   
or at December 31, 1998   Historical CBS Historical     Viacom Events     Equivalent(/3/)
-----------------------   ---------- -------------- --------------------- ---------------
                                                                                         
Earnings (loss) per                                                                      
 common share from                                                                       
 continuing                                                                              
 operations(/1/):                                                                        
  Basic.................    $ (.10)      $ (.02)           $ (.53)            $ (.57)    
  Diluted...............      (.10)        (.02)             (.53)              (.57)    
Book value per common                                                                    
 share(/2/):                                                                             
  Basic.................    $17.34       $13.12            $32.09             $34.82     
  Diluted...............     17.07        12.85             31.86              34.57     
Cash dividends per                                                                       
 common share...........       --        $  .05               --                 --      

--------                                                                        
(/1/) The weighted average common shares outstanding used in calculating pro    
forma combined basic and diluted earnings (loss) from continuing    
operations per common share, as adjusted for all transactions, are  
    calculated assuming that the estimated number of shares of Viacom common
   stock to be issued in the merger were outstanding from January 1, 1998.
For both periods presented, the weighted average common shares      
outstanding used in calculating pro forma combined diluted earnings 
 (loss) from continuing operations per common share do not include the
impact of Viacom stock options, as they are antidilutive.           
(/2/) The book value per common share amounts of Viacom and CBS were calculated 
by dividing shareholders' equity by the number of common shares     
    outstanding at the end of the period. The common shares outstanding used
in calculating basic pro forma combined book value per share include
    approximately 697 million and approximately 695 million of Viacom common
shares outstanding at September 30, 1999 and December 31, 1998,     
respectively, plus approximately 812 million shares representing the
     estimated number of common shares to be issued in the merger. (See Note 2
to the Unaudited Viacom/CBS Pro Forma Combined Condensed Financial  
  Statements.) The common shares outstanding used in calculating diluted
   pro forma combined book value per common share as of September 30, 1999
and December 31, 1998 include the Viacom common shares, plus the    
    estimated number of common shares to be issued in the merger, as well as
     the dilutive impact of Viacom options to purchase shares of common stock,
and totaled approximately 1.5 billion for both periods.             
(/3/) CBS pro forma equivalent amounts are calculated by multiplying the        
  respective pro forma combined per common share amounts by the exchange
ratio of 1.085.                                                     

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Comparative Market Prices and Dividends 

Viacom Class A common stock and Class B common stock are listed and traded
on the NYSE under the symbols "VIA" and "VIA.B," respectively. CBS common stock 
is listed and traded on the NYSE under the symbol "CBS."                        

On February 25, 1999, the Board of Directors of Viacom declared a 2-for-1 
common stock split, to be effected in the form of a dividend. The additional    
shares were issued on March 31, 1999 to shareholders of record on March 15,     
1999. All common share and per share amounts have been adjusted to reflect the  
stock split for all periods presented.                                          

 The following tables set forth, for the calendar periods indicated, the per
share range of high and low sales prices for Viacom Class A common stock,       
Viacom non-voting Class B common stock and CBS common stock as reported on the  
NYSE or by the American Stock Exchange, together with the dividend declaration  
history of Viacom and CBS. Only shares of Viacom non-voting Class B common      
stock will be issued to shareholders of CBS in the merger in exchange for their 
shares of CBS common stock.                                                     

                                                                [Download Table]

                                       Viacom Class A      Viacom Class B      
                                      Common Stock(/1/)   Common Stock(/1/)    
                                      ------------------  ------------------   
                                        High      Low       High      Low      
                                      --------- --------  --------- --------   
                                                                               
1997                                                                           
  1st Quarter........................ $18 9/16  $16       $18 15/16 $16        
  2nd Quarter........................  17 23/32  12 5/8    18        12 5/8    
  3rd Quarter........................  17 3/8    13 3/4    17 9/16   13 5/8    
  4th Quarter........................  20 7/8    13        21 1/8    13 1/4    
1998                                                                           
  1st Quarter........................ $27 1/8   $19 15/16 $27 17/32 $20 1/4    
  2nd Quarter........................  30 1/2    26 1/8    30 5/8    26 13/32  
  3rd Quarter........................  34 11/16  24 5/8    35        24 3/4    
  4th Quarter........................  36 29/32  25 7/16   37 1/8    25 163/512
1999                                                                           
  1st Quarter........................ $45 1/2   $35 5/16  $45 15/16 $35 3/8    
  2nd Quarter(/2/)...................  48 3/4    36 11/16  49 3/16   36 5/8    
  3rd Quarter........................  49 5/8    38 7/16   48 3/4    38 9/16   
  4th Quarter (through November 23,                                            
   1999).............................  54 1/4    40 5/16   53 15/16  39 13/16  

--------                                                                        
(/1/) Viacom has not declared cash dividends on its Class A or Class B common   
stock and has no present intention of doing so.                     
(/2/) As of April 8, 1999, Viacom Class A and Class B common stock ceased       
     trading on the American Stock Exchange and commenced trading on the NYSE.

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                                                                [Download Table]

                                                 CBS Common Stock              
                                             ----------------------------------
                                                                   Dividends   
                                             High      Low       per Share(/1/)
                                             ----      ----      --------------
                                                                               
1997                                                                           
  1st Quarter............................... $20 3/8   $16 3/4        $.05     
  2nd Quarter...............................  23 13/16  16             .05     
  3rd Quarter...............................  27 15/16  22 3/4         .05     
  4th Quarter...............................  32 1/16   23 3/8         .05     
1998                                                                           
  1st Quarter............................... $34 3/16  $26 3/4        $.05     
  2nd Quarter...............................  36 5/8    29 11/16       --      
  3rd Quarter...............................  35 1/2    21 7/8         --      
  4th Quarter...............................  33 1/8    18             --      
1999                                                                           
  1st Quarter............................... $41 5/8   $31 11/16       --      
  2nd Quarter...............................  47 5/16   39 3/16        --      
  3rd Quarter...............................  51 15/16  43 5/8         --      
  4th Quarter (through November 23, 1999)...  55 1/8    43 3/16        --      

--------                                                                        
(/1/) CBS suspended payments of dividends after it commenced its stock buy-back 
program in March 1998.                                              

 On September 3, 1999, the last trading day prior to the announcement of the
execution of the merger agreement, the last reported closing sale prices per    
share of Viacom Class A common stock and Class B common stock were $45 5/16 and 
$45 1/16, respectively, and the last reported sale price per share of CBS       
common stock was $48 15/16. On November 23, 1999, the last trading day prior to 
the printing of this joint proxy statement/prospectus, the last reported sale   
prices per share of Viacom Class A common stock and Class B common stock were   
$51 15/16 and $51 11/16, respectively, and the last reported sale price per     
share of CBS common stock was $53 5/8.                                          

The market prices of shares of Viacom Class A common stock, Viacom Class B
common stock and CBS common stock are subject to fluctuations. As a result,     
Viacom and CBS shareholders are urged to obtain current market quotations.      

At the close of business on each company's record date, there were        
approximately 9,136 holders of record of Viacom Class A common stock,           
approximately 18,186 holders of record of Viacom Class B common stock,          
approximately 103,135 holders of record of CBS common stock and one holder of   
record of CBS Series B preferred stock.                                         

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RISK FACTORS

You should consider the following risks in deciding whether to adopt the  
merger agreement and approve the related proposals. These matters should be     
considered along with the other information included or incorporated by         
reference in this joint proxy statement/prospectus. We have separated the risks 
into two groups:                                                                

. risks relating to the merger; and                                         

. risks relating to the combined company.                                   

Risks Relating to the Merger                                                    

Fixed Exchange Ratio May Result in Lower Value of Merger Consideration          

Upon completion of the merger, each share of CBS common stock will be     
exchanged for 1.085 shares of Viacom non-voting Class B common stock and each   
share of CBS Series B preferred stock will be exchanged for 1.085 shares of     
Viacom Series C preferred stock, which are convertible into Viacom non-voting   
Class B common stock. These exchange ratios are fixed and will not be adjusted  
as a result of any increase or decrease in the price of either Viacom non-      
voting Class B common stock or CBS common stock. Any change in the price of     
Viacom non-voting Class B common stock will affect the value the CBS            
shareholders receive in the merger. In addition, because the merger will be     
completed only after all the conditions to the merger are satisfied or waived,  
including the receipt of regulatory approvals, there is no way to be sure that  
the price of Viacom non-voting Class B common stock or CBS common stock at the  
time the merger is completed will be the same as their prices on the date of    
the special meeting and the end of the consent solicitation period. Changes in  
the business, operations or prospects of Viacom or CBS, regulatory              
considerations, general market and economic conditions and other factors may    
affect the prices of Viacom non-voting Class B common stock, CBS common stock   
or both. Many of those factors are beyond our control. You are encouraged to    
obtain current market quotations for both Viacom non-voting Class B common      
stock and CBS common stock.                                                     

The Merger Is Subject to Review and Approval by the Federal Communications      
Commission Which May Delay the Completion of the Merger and/or Lessen the       
Anticipated Benefits of the Merger                                              

  Approval by the FCC is required for the transfer of control to Viacom of the
television and radio station licenses currently held by CBS. An application was 
filed on November 16, 1999 requesting such approval of the transfer of control  
to Viacom. This application is subject to public comment. FCC approval will be  
predicated, in part, on the effectiveness of new FCC rules permitting a single  
company to hold two television stations in a single market and upon the         
effectiveness of modifications to the former "one-to-a-market" rule, now called 
the "radio-television cross-ownership" rule, which governs the degree of common 
ownership of television and radio stations in one market. In addition, the      
combined company may be required under current law to divest some of its        
broadcasting assets in order to receive FCC approval.                           

  In order to consummate the merger on an orderly and timely basis, Viacom and
CBS have requested deferred enforcement of applicable FCC rules. There can be   
no assurance that such requests for deferred enforcement will be granted or     
other relief obtained or that consummation of the merger will not be delayed    
pending receipt of FCC approval of the merger. Further, there can be no         
assurance that no action will be brought challenging such approvals or actions, 
or, if such challenge is made, as to the result thereof. See "Federal           
Regulation of Television and Radio Broadcasting."                               

Antitrust Regulatory Agencies May Oppose or Impose Conditions on the Merger     
Which May Delay the Completion of the Merger and/or Lessen the Anticipated      
Benefits of the Merger                                                          

Viacom and CBS have filed Premerger Notification and Report Forms with the
Antitrust Division of the Department of Justice and the Federal Trade           
Commission and are providing additional information in response to a request    
made by the Department of Justice, which has been assigned to review the        
merger. A 20 calendar day waiting period must expire or terminate following the 
provision of additional information before the merger                           

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may be completed. We do not know whether the federal antitrust authorities will 
permit the HSR Act waiting period to expire without challenging the merger. We  
also do not know whether a third party will challenge the merger on antitrust   
grounds or what the result of a third party challenge might be.                 

In addition, it is possible that one or more individual states could      
investigate and challenge the merger under either federal law or their own      
state law, although states have no notification and waiting period              
requirements. Depending on the nature of any of these challenges, and any       
conditions imposed as a result, these challenges and conditions could delay     
completion of the merger or lessen the anticipated benefits of the merger.      

The merger agreement requires the parties to use their respective best    
efforts, and to take all actions necessary, to satisfy the conditions to the    
merger, and to do so in a manner designed to obtain all regulatory clearances   
and the satisfaction of the conditions as expeditiously as possible. This       
includes agreeing to the sale or other disposition of assets or businesses and  
taking all steps necessary to vacate or lift any order, judgment or injunction  
that would prohibit or materially delay consummation of the merger.             

Mr. Redstone, Chairman and Chief Executive Officer of Viacom, Will Be the       
Controlling Shareholder and May Therefore Determine the Outcome of Most         
Shareholder Votes                                                               

Immediately after completion of the merger, National Amusements, which is 
controlled by Mr. Redstone, will own approximately 68% of the voting stock of   
the combined company. The former CBS holders of common stock will hold only     
Viacom non-voting Class B common stock and the former holders of CBS Series B   
preferred stock will hold only Viacom Series C preferred stock. Mr. Redstone,   
through his control of National Amusements, and not the former CBS              
shareholders, will be able to determine the outcome of all corporate actions    
requiring shareholder approval except actions that under Delaware law require a 
class vote of the Viacom Class B common stock or Viacom Series C preferred      
stock. However, in connection with the merger, National Amusements has entered  
into a stockholder agreement pursuant to which it has agreed for a three-year   
period to ensure, among other things, that eight of the 18 members of the Board 
of Directors of the combined company will be directors of CBS or replacements   
they may designate. In addition, the proposed new Restated Certificate of       
Incorporation of Viacom, which will become effective at the time of the merger, 
will provide that Board action will require the approval of 14 of the 18        
directors of the combined company, except for a number of areas where the       
directors of the combined company may act by a majority vote of the Board. Such 
arrangements will be in place for a three-year period unless 14 of 18 directors 
determine to modify these arrangements or Mr. Karmazin is not the COO or the    
CEO of the combined company. For a more detailed discussion of the corporate    
governance of the combined company, see "The Merger--Directors, Management and  
Corporate Governance of the Combined Company."                                  

The Combined Company's Corporate Governance Structure Will Be Unusual and May   
Not be a Successful Model for Managing the Combined Company                     

This structure is unusual because, compared to other large U.S.           
corporations, the Chief Operating Officer will have more autonomy and this      
autonomy cannot easily be limited, even if a majority of the Board disagrees    
with the COO. In the merger agreement, CBS and Viacom have agreed to a variety  
of unusual corporate governance arrangements that will differ significantly     
from the manner in which the two companies are currently managed. There can be  
no assurance that these arrangements will prove to be a successful model for    
managing the combined company. For a detailed description of the corporate      
governance arrangements, see "The Merger--Directors, Management and Corporate   
Governance of the Combined Company."                                            

The Split-off of Blockbuster from Viacom May Not Occur, Which May Hinder the    
Operations of Viacom's Different Businesses                                     

Viacom has announced that, subject to Viacom Board approval, which will be
based on an assessment of market conditions, and the receipt of a supplemental  
tax ruling from the Internal Revenue Service reflecting the proposed merger     
between Viacom and CBS, it intends to split-off Blockbuster by offering to      
exchange all of its                                                             

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shares of Blockbuster for shares of Viacom's common stock. The split-off is     
intended to establish Blockbuster as a stand-alone entity with objectives       
separate from those of Viacom's other businesses. Viacom believes that the      
split-off will resolve management, systemic, competitive and other problems     
that have arisen from the operation of various different businesses under a     
common parent corporation. For example, the split-off will resolve perceived    
conflicts of interest between Blockbuster and Paramount. These conflicts are    
perceived both by the movie studio competitors of Paramount and the video       
retail competitors of Blockbuster. In addition, Viacom believes the split-off   
will allow Blockbuster to facilitate the expansion of Blockbuster's business by 
issuing its stock to make acquisitions. The split-off will also allow           
Blockbuster to modify its compensation structure to provide incentives to its   
employees that are more closely linked to its performance. Viacom has no        
obligation to effect the split-off either before or after the merger. Viacom    
and CBS cannot give any assurance as to whether or not or when the split-off    
will occur or as to the terms of the split-off if it does occur, or whether or  
not the split-off, if it does occur, will be tax-free.                          

Viacom May Incur a Significant Loss Resulting from the Split-off of Blockbuster 

If the split-off of Blockbuster occurs, any difference between the fair   
market value and net book value of Blockbuster at the time of the split-off     
will be recognized as a gain or loss for accounting purposes. Based on the      
November 19, 1999 closing price of Blockbuster common stock, a split-off would  
have resulted in a pre-tax pro forma loss from discontinued operations of       
approximately $2.9 billion.                                                     

Potentially Significant Increases in Depreciation and Amortization Expense May  
Result from Amortization Periods Which Are Shorter than Preliminary Estimates   
Reflected in the Pro Forma Financial Statements Which Would Cause Net Earnings  
to Decrease                                                                     

Pro forma results of operations reflect adjustments, which are based upon 
preliminary estimates, to reflect the allocation of purchase consideration to   
the acquired assets and liabilities of CBS. The final allocation of the         
purchase consideration will be determined after the completion of the           
Viacom/CBS merger and will be based on appraisals and a comprehensive final     
evaluation of the fair value of CBS' tangible assets acquired, liabilities      
assumed, identifiable intangible assets and goodwill at the time of the merger. 
Accordingly, the final determination of tangible and intangible assets may      
result in depreciation and amortization expense that is significantly higher    
than the preliminary estimates of these amounts, which would cause net earnings 
to be lower. See note 3 of Notes to unaudited Viacom/CBS pro forma combined     
condensed financial statements.                                                 

Risks Relating to the Combined Company                                          

Competitive Developments and Technologies May Adversely Affect the Combined     
Company's Future Market Share of Entertainment Audiences and Customers, Which   
in Turn May Affect the Combined Company's Advertising Revenues and              
Profitability                                                                   

Film and Television Production. The television and motion picture industry
has experienced cycles in which increased costs of talent and other factors     
have resulted in higher production costs and increased competition. In          
addition, television and movie producers are indirectly affected by changes in  
viewership of broadcast and cable networks, the amount of broadcast time        
available on local stations for syndicated television programs and, for movies, 
the relative success of different forms of distribution, such as home video,    
pay television and network television, each of which have different             
profitability to producers. There can be no assurance that developments in      
these areas will not adversely affect the profitability of the combined         
company.                                                                        

  Television and Cable Television Networks. The combined company will directly
compete for viewers in general, as well as for viewers in specific demographic  
categories, and for programming with other cable and broadcast television       
networks. The recently expanded availability of digital cable television and    
the introduction of direct-to-home satellite distribution has greatly increased 
the amount of channel capacity available for new networks, resulting in the     
launch of a number of new cable television networks by both our companies and   

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their competitors. In addition, digital broadcast television, which has         
recently become available in major markets, may allow a single television       
station to broadcast several channels simultaneously. Increasing audience       
fragmentation could have an adverse effect on advertising revenue and           
subscription revenues. Broadcast television has experienced a decline in total  
audience viewership in recent years. Among the major networks, CBS delivers an  
audience that has an older demographic. An older demographic may result in      
lower revenue for an advertising spot. There can be no assurance that this      
audience decline will not continue or that CBS network programming will appeal  
to an audience having a younger demographic.                                    

Television and Radio Broadcast Stations. New technologies, such as digital
radio services, direct-to-home satellite, wireless and wired cable television   
and Internet radio and video programming, compete for programming, audiences    
and advertising revenues. Each of these technologies are different from         
traditional broadcasting and there can be no assurance that these or other new  
technologies will not have an adverse effect on the combined company's business 
in the future.                                                                  

Video. Videocassette rental competes with other forms of distribution of  
movies, including theatrical distribution, cable, satellite and broadcast       
television. In particular, direct broadcast satellite and digital cable         
providers who are able to offer an expanded number of channels and expanded     
programming could have a material adverse effect on the business if these       
services become more widely available and accepted by consumers. In addition,   
some digital cable providers have begun testing technology designed to transmit 
movies on demand with interactive capabilities such as start, stop and rewind.  
This "video-on-demand" technology could have a material adverse effect on the   
videocassette rental market if it could be provided profitably at a reasonable  
price and if video-on-demand rights were to be provided with a favorable window 
by the movie studios. Movie studios make available videocassettes for rental    
during a distribution "window" of time which is in advance of, and exclusive    
against, distribution through most other forms of non-theatrical movie          
distribution. Although the studios have a significant interest in maintaining a 
viable home video rental industry, changes in the videocassette exclusive       
window in relation to other windows could have an adverse effect upon the video 
rental business. In addition, if the revenue-sharing agreements pursuant to     
which video rental revenues are shared with the studios are materially          
adversely changed or discontinued, it will have a material adverse effect upon  
the video rental business.                                                      

Internet. While the amount of advertising on the Internet is currently    
small, the Internet is a rapidly growing competitor for advertising spending    
and viewership, the full impact of which cannot be predicted.                   

Expenditures by Advertisers Tend to Be Cyclical and Dependent on the Economic   
Prospects of Advertisers and the Economy in General Which Could Cause Revenues  
of the Combined Company from Advertisements to Decline Significantly in any     
Given Period Generally or in Specific Markets                                   

 The combined company will derive a substantial portion of its revenues from
the sale of advertising on its television stations, cable networks, radio       
stations and outdoor displays. Expenditures by advertisers tend to be cyclical, 
reflecting overall economic conditions as well as budgeting and buying          
patterns. A decline in the economic prospects of advertisers or the economy in  
general could alter current or prospective advertisers' spending priorities or  
increase the time it takes to close a sale with our advertisers. This could     
cause revenues of the combined company from advertisements to decline           
significantly in any given period. In addition, because a substantial portion   
of the combined company's revenues will be derived from local advertisers, the  
combined company's ability to generate advertising revenues in specific markets 
could be adversely affected by local or regional economic downturns.            

Acceptance of the Combined Company's Programming by the Public is Difficult to  
Predict, Which Could Lead to Fluctuations in Revenues                           

Revenues derived from the production and distribution of a feature film,  
television series or radio show depend primarily upon its acceptance by the     
public, which is difficult to predict. The commercial success of a feature      
film, television series or radio show also depends upon the quality and         
acceptance of other competing                                                   

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films, television series or radio shows released into the marketplace at or     
near the same time, the availability of alternative forms of entertainment and  
leisure time activities, general economic conditions and other tangible and     
intangible factors, all of which can change and cannot be predicted with        
certainty. Further, the theatrical success of a feature film and the audience   
ratings for a television series are generally key factors in generating         
revenues from other distribution channels, such as home video, free television  
and premium pay television.                                                     

The Combined Company's Revenues are Dependent upon the Maintenance of           
Affiliation Agreements                                                          

Much of the combined company's broadcast network programming will be      
provided to its broadcast affiliates pursuant to affiliation agreements which   
are generally long-term agreements with staggered expirations. The combined     
company will be dependent upon the maintenance of affiliation agreements with   
third-party owned television stations, and there can be no assurance that such  
affiliation agreements will be renewed in the future on terms acceptable to the 
combined company. The loss of a significant number of such affiliation          
arrangements could reduce the distribution of the combined company's            
programming, thereby adversely affecting the combined company's ability to sell 
national advertising time.                                                      

 Similarly, the basic cable networks in which the combined company will hold
interests, including MTV, VH1, Nickelodeon, The Nashville Network, Country      
Music Television and other cable networks maintain affiliation arrangements     
that enable them to reach a large percentage of cable and direct broadcast      
satellite households across the United States. These arrangements are generally 
long-term arrangements with staggered expirations. Such cable networks also     
depend on achieving and maintaining carriage within the most widely distributed 
cable programming tiers to maximize their subscriber base and revenues. The     
loss of a significant number of affiliation arrangements on basic programming   
tiers could reduce the distribution of such cable networks, thereby adversely   
affecting such networks' revenues from subscriber fees and the ability to sell  
advertising time. The combined company's non-advertiser supported pay           
television networks, such as Showtime, are similarly dependent for their        
distribution on the maintenance of affiliation agreements with cable and direct 
broadcast satellite distributors on acceptable terms. The loss of carriage on   
cable systems or direct broadcast satellite platforms, or continued carriage on 
less favorable terms, could adversely affect such networks' subscriber fee      
revenues.                                                                       

Changes in Federal Communications Laws and Regulations May Have an Adverse      
Effect on the Combined Company's Business                                       

The television and radio broadcasting industries are subject to regulation
by the FCC under the Communications Act of 1934. The FCC generally regulates,   
among other things, the ownership of media, including ownership by non-U.S.     
citizens, broadcast programming and technical operations. Further, the U.S.     
Congress and the FCC currently have under consideration, and may in the future  
adopt, new laws, regulations and policies regarding a wide variety of matters,  
including technological changes, which could, directly or indirectly, affect    
the operations and ownership of the combined company's broadcast properties.    

The Combined Company Has Environmental, Asbestos and Other Contingent           
Liabilities That Could Have a Significant Impact on the Combined Company        

Primarily as a result of Viacom's mergers with Paramount Communications,  
formerly Gulf & Western and Blockbuster, which owned a controlling interest in  
Spelling Entertainment Group Inc., formerly the Charter Company, in 1994 and    
the operations of Westinghouse Electric Corporation which merged with CBS Inc.  
in 1995, the combined company will have significant environmental liabilities.  
Both Paramount and Westinghouse were diversified, global companies with         
portfolios including a wide variety of industrial businesses. The Charter       
Company was in various businesses related to petroleum products. As a result,   
Viacom and CBS have contingent liabilities related to discontinued operations,  
including environmental liabilities, and have in some instances indemnified     
others against those liabilities, and in other instances have received          
indemnities from third parties for those liabilities.                           

Under federal and state Superfund and other environmental laws, Viacom and
CBS each have been named as a potentially responsible party at numerous sites   
located throughout the country. At many of these sites,                         

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Viacom and CBS are either not responsible parties or their site involvement is  
very limited or de minimis. However, Viacom or CBS, as the case may be, may     
have varying degrees of cleanup responsibilities at a number of sites. Viacom   
and CBS believe that any liability incurred for cleanup at these sites will be  
satisfied over a number of years, and in many cases, the costs will be shared   
with other potentially responsible parties. These sites include locations for   
which Viacom or CBS, as the case may be, as part of an agreement for sale, may  
have retained obligations for remediation of possible environmental             
contamination or may have continuing obligations under applicable environmental 
laws.                                                                           

In addition, CBS and Viacom are parties to various lawsuits and have      
received claims relating to their continuing and discontinued operations. Some  
of these lawsuits and claims, including those related to asbestos liabilities,  
seek substantial monetary damages.                                              

The combined company will have access to insurance in substantial amounts 
and management believes it has sufficient reserves. Accordingly, while there    
can be no assurance in this regard, the pending or potential litigation,        
environmental and other liabilities should not have a material adverse effect   
on the financial condition of the combined company.                             

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This document and the documents incorporated by reference into this joint 
proxy statement/prospectus contain both historical and forward-looking          
statements. All statements other than statements of historical fact are, or may 
be deemed to be, forward-looking statements within the meaning of section 27A   
of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 
1934. These forward-looking statements are not based on historical facts, but   
rather reflect Viacom's and CBS' current expectations concerning future results 
and events. These forward-looking statements generally can be identified by use 
of statements that include phrases such as "believe," "expect," "anticipate,"   
"intend," "plan," "foresee," "likely," "will" or other similar words or         
phrases. Similarly, statements that describe our objectives, plans or goals are 
or may be forward-looking statements. These forward-looking statements involve  
known and unknown risks, uncertainties and other factors which may cause the    
actual results, performance or achievements of Viacom or CBS to be different    
from any future results, performance and achievements expressed or implied by   
these statements. You should review carefully all information, including the    
financial statements and the notes to the financial statements, included or     
incorporated by reference into this joint proxy statement/prospectus.           

In addition to the risk factors described in the previous section, the    
following important factors could affect future results, causing these results  
to differ materially from those expressed in our forward-looking statements:    

. the timing, impact and other uncertainties related to pending             
 acquisitions by CBS or Viacom and future acquisitions and dispositions by
the combined company;                                                   

. the ability of the combined company to renew existing programming,        
licensing and distribution agreements and to enter into new agreements; 

. the success of CBS and Viacom and their suppliers and customers in        
achieving year 2000 compliance;                                         

. the impact of new technologies including the magnitude of equity losses   
and other uncertainties related to CBS' Internet based investments;     

. changes in tax requirements, including tax rate changes, new tax laws and 
revised tax law interpretations; and                                    

. interest rate fluctuations and other capital market conditions.           

  These factors and the risk factors described in the previous section are not
necessarily all of the important factors that could cause actual results to     
differ materially from those expressed in any of our forward-looking            
statements. Other unknown or unpredictable factors also could have material     
adverse effects on our future results. The forward-looking statements included  
in this joint proxy statement/prospectus are made only as of the date of this   
joint proxy statement/prospectus and under section 27A of the Securities Act    
and section 21E of the Exchange Act we do not have any obligation to publicly   
update any forward-looking statements to reflect subsequent events or           
circumstances. We cannot assure you that projected results or events will be    
achieved.                                                                       

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UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION

Unaudited Viacom/CBS Pro Forma Combined Condensed Financial Information 

General                                                                         

The merger will be accounted for by the purchase method of accounting.    
Consideration provided by Viacom in this merger includes: approximately $36.7   
billion through the issuance of approximately 812 million shares of Viacom non- 
voting Class B common stock plus, approximately $833 million of cash            
consideration, net of approximately $556 million of deferred taxes, for the     
assumed settlement of a portion of the historical CBS stock options and the     
assumption of approximately $200 million of CBS stock options by Viacom, both   
of which were granted prior to the date of the merger agreement, and            
approximately $4.1 billion for the assumption of debt. This consideration will  
be allocated to the tangible and identifiable intangible assets acquired and    
liabilities assumed according to their respective fair values, with the excess  
purchase consideration being allocated to goodwill. The merger is contingent    
upon, among other things, regulatory and Viacom and CBS shareholder approval.   

The following unaudited pro forma combined condensed balance sheet as of  
September 30, 1999, is presented as if the merger and other CBS transactions    
described in the notes to the unaudited Viacom/CBS and CBS/King World pro forma 
combined condensed financial statements had occurred on September 30, 1999. The 
unaudited pro forma combined condensed statements of operations for the nine    
months ended September 30, 1999, and for the year ended December 31, 1998, are  
presented as if the merger and the other Viacom and other CBS transactions had  
occurred on January 1, 1998. In the opinion of Viacom and CBS management, all   
adjustments and/or disclosures necessary for a fair presentation of the pro     
forma data have been made. These unaudited pro forma combined condensed         
financial statements are presented for illustrative purposes only and are not   
necessarily indicative of the operating results or the financial position that  
would have been achieved had the merger, or the other Viacom and other CBS      
transactions had been consummated as of the dates indicated or of the results   
that may be obtained in the future.                                             

 These unaudited pro forma combined condensed financial statements and notes
thereto should be read in conjunction with the unaudited CBS/King World pro     
forma combined condensed financial information included herein, and:            

. CBS' consolidated financial statements and the notes thereto as of and    
for the year ended December 31, 1998, and Management's Discussion and   
Analysis included in CBS' Annual Report on Form 10-K for the year ended 
December 31, 1998, as amended by Form 10-K/A, which is incorporated by  
reference in this joint proxy statement/prospectus;                     

. King World's consolidated financial statements and the notes thereto as   
of August 31, 1999                                                      
and 1998 and for the three years ended August 31, 1999, which are       
included in CBS' Current Report on Form 8-K filed on November 22, 1999  
which is incorporated by reference in this joint proxy                  
statement/prospectus;                                                   

. CBS' Quarterly Reports on Form 10-Q for the quarterly periods ended March 
 31, 1999, as amended by Form 10-Q/A, June 30, 1999 and September 30, 1999
which are incorporated by reference in this joint proxy                 
statement/prospectus;                                                   

. Viacom's consolidated financial statements and the notes thereto as of    
 and for the year ended December 31, 1998, and Management's Discussion and
Analysis included in Viacom's Annual Report on Form 10-K for the year   
ended December 31, 1998 which is incorporated by reference in this joint
proxy statement/prospectus; and                                         

. Viacom's consolidated financial statements and the notes thereto as of    
and for the nine-month period ended September 30, 1999, on Form 10-Q    
which is incorporated by reference in this joint proxy                  
statement/prospectus.                                                   

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UNAUDITED VIACOM/CBS PRO FORMA
COMBINED CONDENSED BALANCE SHEET
As of September 30, 1999

(in millions) 

                                                                [Download Table]

                                              CBS                    Pro Forma 
                                  Viacom   Pro Forma  Pro Forma       Combined 
                                Historical Combined  Adjustments     Viacom/CBS
                                ---------- --------- -----------     ----------
                                                                               
ASSETS:                                                                        
Cash and cash equivalents.....   $   674    $   524    $  (474)(/3/)  $   724  
Customer receivables, net.....     1,677      1,477        --           3,154  
Other current assets..........     2,631      1,245        450 (/3/)    4,326  
                                 -------    -------    -------        -------  
Total current assets..........     4,982      3,246        (24)         8,204  
Property and equipment, net...     3,316      3,055        --           6,371  
Goodwill and other                                                             
 intangibles, net.............    11,424     23,951     22,596 (/3/)   57,971  
Other noncurrent assets.......     4,546      2,027       (340)(/3/)    6,325  
                                                            92 (/3/)           
                                 -------    -------    -------        -------  
Total assets..................   $24,268    $32,279    $22,324        $78,871  
                                 =======    =======    =======        =======  
LIABILITIES AND SHAREHOLDERS'                                                  
 EQUITY:                                                                       
Current portion of long-term                                                   
 debt.........................   $   131    $   189    $   --         $   320  
Accounts payable, accrued                                                      
 expenses and other...........     4,054      2,078       (106)(/3/)    6,001  
                                                           (25)(/3/)           
                                 -------    -------    -------        -------  
Total current liabilities.....     4,185      2,267       (131)         6,321  
Long-term debt................     6,142      3,904        575 (/3/)   10,686  
                                                            65 (/3/)           
Net liabilities of                                                             
 discontinued operations......       --         966        --             966  
Other noncurrent liabilities..     1,924      4,581          8 (/3/)    6,513  
                                 -------    -------    -------        -------  
Total liabilities.............    12,251     11,718        517         24,486  
                                 -------    -------    -------        -------  
Minority interest in equity of                                                 
 consolidated subsidiaries....     1,099      5,391        --           6,490  
Shareholders' Equity:                                                          
Common Stock..................         7        802          8 (/2/)       15  
                                                          (802)(/3/)           
Additional paid-in capital....    10,260     14,759     36,725 (/2/)   47,408  
                                                           200 (/2/)           
                                                           223 (/3/)           
                                                       (14,759)(/3/)           
Common stock held in treasury,                                                 
 at cost......................    (1,432)    (1,683)     1,683 (/3/)   (1,432) 
Retained earnings.............     2,115      1,957     (1,957)(/3/)    1,936  
                                                          (179)(/3/)           
Accumulated other                                                              
 comprehensive loss...........       (32)      (665)       665 (/3/)      (32) 
                                 -------    -------    -------        -------  
Total shareholders' equity....    10,918     15,170     21,807         47,895  
                                 -------    -------    -------        -------  
Total liabilities and                                                          
 shareholders' equity.........   $24,268    $32,279    $22,324        $78,871  
                                 =======    =======    =======        =======  

See accompanying notes to unaudited Viacom/CBS
pro forma combined condensed financial statements.

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UNAUDITED VIACOM/CBS PRO FORMA
COMBINED CONDENSED STATEMENTS OF OPERATIONS 
For the Nine Months Ended September 30, 1999

(in millions, except per share amounts) 

                                                        [Enlarge/Download Table]

                                                Pro Forma                                  Pro Forma  
                                               Adjustments                                 Combined   
                                        CBS        for        Pro Forma   Adjustments     as Adjusted 
                            Viacom   Pro Forma Viacom/CBS      Combined    For Other       For Other  
                          Historical Combined    Merger       Viacom/CBS Viacom Events   Viacom Events
                          ---------- --------- -----------    ---------- -------------   -------------
                                                                                                      
Revenues................   $ 9,286    $ 6,297     $ --         $15,583       $--            $15,583   
Operating expenses......    (6,007)    (3,605)      --          (9,612)       --             (9,612)  
Selling, general and                                                                                  
 administrative.........    (1,712)    (1,009)      --          (2,721)       --             (2,721)  
Depreciation and                                                                                      
 amortization...........      (616)      (839)     (424)(/3/)   (1,879)       --             (1,879)  
Restructuring charge....       (70)       --        --             (70)       --                (70)  
Residual costs of                                                                                     
 discontinued                                                                                         
 businesses.............       --        (130)      --            (130)       --               (130)  
                           -------    -------     -----        -------       ----           -------   
Operating income                                                                                      
 (loss).................       881        714      (424)         1,171        --              1,171   
Other income and                                                                                      
 expense, net...........         3          5       --               8        --                  8   
Interest expense, net...      (311)      (217)      (61)(/3/)     (589)         4 (/4/)        (585)  
                           -------    -------     -----        -------       ----           -------   
Earnings (loss) from                                                                                  
 continuing operations                                                                                
 before income taxes....       573        502      (485)           590          4               594   
Income tax (expense)                                                                                  
 benefit................      (295)      (393)       24 (/5/)     (664)        (2)(/5/)        (666)  
Equity in loss of                                                                                     
 affiliated companies,                                                                                
 net of tax.............       (38)       (28)      --             (66)       --                (66)  
Minority interest.......        (1)       (66)      --             (67)         5 (/4/)         (62)  
                           -------    -------     -----        -------       ----           -------   
Earnings (loss) from                                                                                  
 continuing operations..       239         15      (461)          (207)         7              (200)  
Cumulative convertible                                                                                
 preferred stock                                                                                      
 dividend requirement                                                                                 
 and premium on                                                                                       
 repurchase of preferred                                                                              
 stock..................       (13)       --        --             (13)       --                (13)  
                           -------    -------     -----        -------       ----           -------   
Net earnings (loss) from                                                                              
 continuing operations                                                                                
 attributable to common                                                                               
 stock..................   $   226    $    15     $(461)       $  (220)      $  7           $  (213)  
                           =======    =======     =====        =======       ====           =======   
Earnings (loss) from                                                                                  
 continuing operations                                                                                
 per common share:                                                                                    
 Basic..................   $   .33                             $  (.15)                     $  (.14)  
 Diluted................   $   .32                             $  (.15)                     $  (.14)  
Weighted average shares                                                                               
 outstanding:                                                                                         
 Basic..................       695                 812 (/2/)     1,507                        1,507   
 Diluted................       709                 812 (/2/)     1,507                        1,507   

See accompanying notes to unaudited Viacom/CBS
pro forma combined condensed financial statements.

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UNAUDITED VIACOM/CBS PRO FORMA
COMBINED CONDENSED STATEMENTS OF OPERATIONS 
For the Year Ended December 31, 1998

(in millions, except per share amounts) 

                                                        [Enlarge/Download Table]

                                                Pro Forma                                  Pro Forma  
                                               Adjustments                                 Combined   
                                        CBS        for        Pro Forma   Adjustments     as Adjusted 
                            Viacom   Pro Forma Viacom/CBS      Combined    For Other       For Other  
                          Historical Combined    Merger       Viacom/CBS Viacom Events   Viacom Events
                          ---------- --------- -----------    ---------- -------------   -------------
                                                                                                      
Revenues................   $12,096    $ 8,361     $ --         $ 20,457      $--           $ 20,457   
Operating expenses......    (8,506)    (5,242)      --          (13,748)      --            (13,748)  
Selling, general and                                                                                  
 administrative.........    (2,061)    (1,335)      --           (3,396)      --             (3,396)  
Depreciation and                                                                                      
 amortization...........      (777)    (1,113)     (565)(/3/)    (2,455)      --             (2,455)  
Residual costs of                                                                                     
 discontinued                                                                                         
 businesses.............       --        (163)      --             (163)      --               (163)  
                           -------    -------     -----        --------      ----          --------   
Operating income                                                                                      
 (loss).................       752        508      (565)            695       --                695   
Other income and                                                                                      
 expense, net...........       (57)        38       --              (19)      --                (19)  
Interest expense, net...      (599)      (363)      (89)(/3/)    (1,051)        6 (/4/)      (1,045)  
                           -------    -------     -----        --------      ----          --------   
Earnings (loss) from                                                                                  
 continuing operations                                                                                
 before income taxes....        96        183      (654)           (375)        6              (369)  
Income tax (expense)                                                                                  
 benefit................      (139)      (320)       36 (/5/)      (423)       (2)(/5/)        (425)  
Minority interest.......        (1)       (35)      --              (36)       54 (/4/)          18   
                           -------    -------     -----        --------      ----          --------   
Earnings (loss) from                                                                                  
 continuing operations..       (44)      (172)     (618)           (834)       58              (776)  
Cumulative convertible                                                                                
 preferred stock                                                                                      
 dividend requirement                                                                                 
 and discount on                                                                                      
 repurchase of preferred                                                                              
 stock..................       (27)       --        --              (27)      --                (27)  
                           -------    -------     -----        --------      ----          --------   
Net earnings (loss) from                                                                              
 continuing operations                                                                                
 attributable to common                                                                               
 stock..................   $   (71)   $  (172)    $(618)       $   (861)     $ 58          $   (803)  
                           =======    =======     =====        ========      ====          ========   
Loss from continuing                                                                                  
 operations per common                                                                                
 share:                                                                                               
 Basic..................     $(.10)                               $(.57)                      $(.53)  
 Diluted................     $(.10)                               $(.57)                      $(.53)  
Weighted average shares                                                                               
 outstanding:                                                                                         
 Basic..................       709                  812           1,521                       1,521   
 Diluted................       709                  812           1,521                       1,521   

See accompanying notes to unaudited Viacom/CBS
pro forma combined condensed financial statements.

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NOTES TO UNAUDITED VIACOM/CBS PRO FORMA COMBINED
CONDENSED FINANCIAL STATEMENTS

(tables in millions, except per share amounts)

(1) Basis of Presentation                                                       

The purchase method of accounting has been used in the preparation of the 
accompanying unaudited pro forma combined condensed financial statements. Under 
this method of accounting, the purchase consideration is allocated to tangible  
and identifiable intangible assets acquired and liabilities assumed based on    
their respective fair values, with the excess purchase consideration being      
allocated to goodwill. For purposes of the unaudited pro forma combined         
condensed financial statements, the preliminary fair values of CBS' assets and  
liabilities were estimated by CBS and Viacom management. The final allocation   
of the purchase price will be determined after the completion of the merger and 
will be based on appraisals and a comprehensive final evaluation of tangible    
and identifiable intangible assets acquired (including their estimated useful   
lives) and liabilities assumed.                                                 

(2) Consideration                                                               

Pursuant to the merger agreement, holders of CBS common stock will receive
1.085 shares of Viacom non-voting Class B common stock for each CBS share of    
common stock issued and outstanding at the completion of the merger. The total  
number of CBS shares issued and outstanding during the period subsequent to the 
merger announcement but prior to its completion is not anticipated to fluctuate 
from the ordinary course. For purposes of the unaudited pro forma combined      
condensed financial statements, the $45.225 per share value of Viacom non-      
voting Class B common stock to be issued was calculated based on its average    
market price per share from September 2, 1999 through September 9, 1999.        

                                                                [Download Table]
                                                                              
Total estimated CBS common shares outstanding (including shares to be         
 issued to King World shareholders)...................................   748.6
Exchange Ratio........................................................   1.085
                                                                       -------
Estimated Viacom Class B common shares to be issued...................   812.2
                                                                       =======
Purchase Consideration:                                                       
Estimated value of Viacom Class B common stock to be issued (812.2            
 shares at $45.225 per share):                                                
  Common stock, $.01 par value........................................ $     8
  Additional paid-in capital..........................................  36,725
Estimated fair value of CBS stock options to be assumed by Viacom             
 (note 3).............................................................     200
                                                                       -------
Estimated net increase in Viacom equity............................... $36,933
                                                                       =======

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NOTES TO UNAUDITED VIACOM/CBS PRO FORMA COMBINED
CONDENSED FINANCIAL STATEMENTS (continued)

(tables in millions, except per share amounts)

(3) Merger                                                                      

To record the excess purchase price over the net tangible and identifiable
intangible assets acquired in connection with the merger as described in notes  
1 and 2 above:                                                                  

                                                                [Download Table]
                                                                              
Estimated net increase in Viacom equity............................. $ 36,933 
Less: Shareholders' equity of CBS Pro Forma Combined at September             
 30, 1999                                                                     
  Common stock......................................................     (802)
  Additional paid-in capital........................................  (14,759)
  Common stock held in treasury.....................................    1,683 
  Retained earnings/Accumulated other comprehensive loss............   (1,292)
Adjustments:                                                                  
  Add: Liability for conversion of CBS stock options, net of                  
   deferred taxes...................................................      833 
                                                                     -------- 
Excess purchase price over net tangible and identifiable intangible           
 assets acquired....................................................   22,596 
Identifiable intangible assets acquired.............................   23,951 
                                                                     -------- 
Excess purchase price over net tangible assets acquired............. $ 46,547 
                                                                     ======== 
Incremental amortization expense of excess purchase price over net            
 tangible and identifiable intangible assets acquired:                        
  Twelve month amortization......................................... $    565 
                                                                     ======== 
  Nine month amortization........................................... $    424 
                                                                     ======== 

The above pro forma adjustments are based on preliminary estimates. The   
final allocation of the purchase price will be determined after the completion  
of the merger and will be based on appraisals and a comprehensive final         
evaluation of the fair value of CBS' tangible and identifiable intangible       
assets acquired and liabilities assumed at the time of the merger. For the      
purpose of these unaudited pro forma combined condensed financial statements,   
amortization of the excess purchase price over tangible net assets acquired of  
approximately $46.5 billion is computed on a straight-line basis using useful   
lives as follows: $37.5 billion (40 years), $6.6 billion (30 years) and $2.4    
billion (10 years).                                                             

Generally accepted accounting principles currently require that acquired  
intangible assets be amortized over periods not to exceed 40 years. Viacom      
believes that the intangible assets acquired from CBS included in the 40-year   
category are comprised principally of the franchises, FCC licenses, and         
trademarks of CBS-assets with indefinite lives, which have historically         
appreciated in value over time. In addition, Viacom intends to continue to      
expand the combined company's existing lines of business, develop new           
businesses by leveraging the well known franchises, trademarks and products of  
Viacom and CBS, and take advantage of synergies that exist between Viacom and   
CBS to further strengthen existing lines of business. Viacom believes that it   
will benefit from the merger for an indeterminable period of time of at least   
40 years and, therefore, a 40-year amortization period for the $37.5 billion    
portion of the excess purchase consideration is appropriate. After the          
completion of the merger, Viacom will complete valuations and other studies of  
the significant assets, liabilities and business operations of CBS as of the    
time of the merger. Using this information, Viacom will make a final allocation 
of the purchase consideration, including allocation to tangible assets and      
liabilities, identifiable intangible assets and goodwill. Accordingly,          
depreciation and amortization, as presented in the pro forma combined condensed 
statements of operations for the year and nine months ended December 31, 1998   
and September 30, 1999, may fluctuate significantly from the preliminary        
estimate when the final appraisals of tangible and intangible assets are        
completed.                                                                      

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NOTES TO UNAUDITED VIACOM/CBS PRO FORMA COMBINED
CONDENSED FINANCIAL STATEMENTS (continued)

(tables in millions, except per share amounts)

The following table presents the incremental reduction to pro forma net   
income (loss) from continuing operations attributable to common stock and pro   
forma net income (loss) from continuing operations per common share resulting   
from the allocation of each $1 billion of purchase consideration to assets with 
useful lives of thirty, twenty, or ten years rather than the forty year life    
reflected in the pro forma financial statements.                                

                                                                [Download Table]

                                                    30 years 20 years 10 years
                                                    -------- -------- --------
                                                                              
Impact on pro forma net income (loss) from                                    
 continuing operations attributable to common                                 
 stock:                                                                       
  For the twelve month period......................  $   (8)  $  (25)  $  (75)
                                                     ======   ======   ====== 
  For the nine month period........................  $   (6)  $  (19)  $  (56)
                                                     ======   ======   ====== 
Impact on pro forma net income (loss) from                                    
 continuing operations per common share:                                      
  For the year ended December 31, 1998.............  $(0.01)  $(0.02)  $(0.05)
                                                     ======   ======   ====== 
  For the nine months ended September 30, 1999.....  $  --    $(0.01)  $(0.04)
                                                     ======   ======   ====== 

Limited rights to receive cash in lieu of Viacom options exist for the    
majority of the historical CBS stock options outstanding prior to the           
announcement of the merger. To reflect the liability associated with these      
stock options, these unaudited pro forma combined condensed financial           
statements assume that the options will be settled in cash for approximately    
$1.4 billion. Accordingly, the issuance of long-term debt of $575 million and   
adjustments to reflect the use of cash and investments, classified as other     
noncurrent assets, of $474 million and $340 million, respectively, have been    
recorded in the pro forma balance sheet to reflect the financing and funding of 
such obligations at the effective time of the merger. In addition, related      
interest expense of $58 million and $85 million for the nine months of 1999 and 
the twelve months of 1998, respectively, have been recorded in the unaudited    
pro forma combined condensed statements of operations. Deferred taxes have been 
provided for on the respective book and tax basis differences at a 40 percent   
marginal tax rate. Additional options with a fair value of $200 million either  
do not contain these limited rights or are options related to underlying shares 
which cannot be disposed of for some designated period of time, and, as such,   
have been reflected as an adjustment to additional paid-in capital within       
shareholders' equity.                                                           

Viacom has entered into agreements with the two Deputy Chairmen of Viacom 
regarding the terms of their resignations upon the effective time of the        
merger. Accordingly, the pro forma balance sheet includes a charge as a         
reduction to retained earnings of $179 million, net of tax benefit of $119      
million, which principally reflects the stock options granted to them over the  
life of their employment with Viacom as well as cash payments in accordance     
with their resignation agreements. The tax benefit assumes a 40 percent         
marginal tax rate. The pro forma statement of operations includes a charge for  
the incremental interest expense associated with the increase in long-term      
debt.                                                                           

(4) Other Viacom Events                                                         

 On August 10, 1999, Blockbuster Inc., a subsidiary of Viacom, completed the
initial public offering of 31 million shares of its Class A common stock at $15 
per share. Viacom owns 100% of the outstanding shares of Blockbuster Class B    
common stock, which represents approximately 82.3% of Blockbuster's equity      
value after the initial public offering. As a result of the issuance of         
subsidiary stock, Viacom recorded a reduction to additional paid-in capital of  
approximately $662 million.                                                     

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NOTES TO UNAUDITED VIACOM/CBS PRO FORMA COMBINED
CONDENSED FINANCIAL STATEMENTS (continued)

(tables in millions, except per share amounts)

The net decrease in interest expense of $4 million and $6 million for the 
nine months ended September 30, 1999 and the twelve months ended December 31,   
1998, respectively, is attributable to the repayment of debt with the           
Blockbuster initial public offering net proceeds of $437 million, partially     
offset by the increase in interest expense due to the higher interest rate      
attributable to the Blockbuster debt and the amortization of deferred debt      
issue costs incurred in connection with the Blockbuster debt.                   

The adjustment to minority interest in the unaudited pro forma combined   
condensed statements of operations reflects the interest in the net loss of     
Blockbuster attributable to holders of Blockbuster's Class A Common Stock.      

(5) Income Tax Expense                                                          

 Income tax expense on the pro forma results of operations and the pro forma
adjustments, excluding non-deductible goodwill amortization, is calculated at a 
40 percent marginal tax rate.                                                   

(6) Items not included in the Unaudited Pro Forma Combined Condensed Financial  
Statements                                                                      

  The preceding unaudited pro forma combined condensed financial statements do
not include any pro forma adjustments for the following:                        

. Any operating efficiencies and cost savings that may be achieved with     
respect to the combined companies.                                      

. Upon closing of the merger, the combined companies may incur integration  
related expenses as a result of the elimination of duplicate facilities 
and functions, operational realignment and related workforce reductions.
 Such CBS costs would generally be recognized as a liability assumed as of
the merger date resulting in additional goodwill while Viacom related   
costs would be recognized as an expense through the statements of       
operations.                                                             

. Transactions between Viacom and CBS, including transactions between       
Viacom and companies proposed to be acquired by CBS, have not been      
eliminated in the unaudited pro forma combined condensed financial      
statements, as the amounts are not material for the periods presented.  

. Transaction costs related to the merger are not expected to have a        
 material impact on these unaudited pro forma combined condensed financial
statements.                                                             

. In connection with the merger, some radio and television stations may     
have to be divested in order to comply with current FCC regulations.    
Also, Viacom may be required to reduce or divest its interest in the    
United Paramount Network to comply with FCC rules limiting the common   
ownership of some television networks. Generally, any gains or losses   
associated with disposition of historical Viacom assets would be        
 recognized through the statements of operations while the gain or loss on
 the disposition of historical CBS assets would likely be recognized as an
adjustment to goodwill.                                                 

. Viacom has announced that, subject to Viacom Board approval, which will   
be based on an assessment of market conditions, and the receipt of a    
supplemental tax ruling from the Internal Revenue Service reflecting the
merger, it intends to split off Blockbuster by offering to exchange all 
of its shares of Blockbuster for shares of Viacom's common stock. The   
 aggregate market value of the shares of Blockbuster common stock based on
the November 19, 1999 closing price of $15.375 per share of Blockbuster 
common stock was approximately $2.7 billion. The net book value of      
Viacom's investment in Blockbuster at September 30, 1999, after giving  
effect to the initial public offering, was approximately                

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NOTES TO UNAUDITED VIACOM/CBS PRO FORMA COMBINED
CONDENSED FINANCIAL STATEMENTS (continued)

(tables in millions, except per share amounts)

$5.1 billion. If Viacom determines to engage in the split-off, any        
difference between the fair market value and net book value at the time of
the split-off will be recognized as a gain or loss for accounting         
purposes. Based on the November 19, 1999 closing stock price of           
Blockbuster, a split-off would have resulted in a pre-tax pro forma loss  
on discontinued operations of approximately $2.9 billion. The actual      
amount of the gain or loss will depend upon the fair market value and net 
book value of Blockbuster at the time of the split-off as well as the     
exchange ratio used in the split-off. In addition, in a tax-free split-   
off, Viacom/CBS pro forma shareholders' equity will be reduced by an      
amount no greater than the net book value of Blockbuster at the time of   
the split-off. Viacom has no obligation to effect the split-off either    
before or after the merger. Viacom and CBS cannot give any assurance as to
whether or not or when the split-off will occur or as to the terms of the 
split-off if it does occur, or whether or not the split-off, if it does   
occur, will be tax-free.                                                  

(7) Reclassifications                                                           

Some reclassifications have been made from the historical Viacom financial
statements to conform to the unaudited pro forma combined condensed financial   
statements presentation.                                                        

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Unaudited CBS/King World Pro Forma Combined Condensed Financial Information 

General                                                                         

The following unaudited pro forma combined condensed financial statements 
are presented using the purchase method of accounting for the merger of CBS     
and King World, the June 4, 1998 acquisition of CBS Radio, Inc., formerly       
American Radio Systems Corporation, by CBS and the probable acquisition of      
Outdoor Systems, Inc. by Infinity Broadcasting Corporation which was announced  
on May 27, 1999. These financial statements also reflect the combination of     
consolidated historical financial data of CBS, King World, American Radio, and  
Outdoor Systems.                                                                

The unaudited pro forma combined condensed balance sheet as of September  
30, 1999 is presented as if the merger of CBS and King World, and the Outdoor   
Systems acquisition had occurred on September 30, 1999. The unaudited pro       
forma combined condensed statement of operations for the nine months ended      
September 30, 1999 and the year ended December 31, 1998 is presented as if the  
merger of CBS and King World, the acquisition of American Radio by CBS, the     
probable acquisition of Outdoor Systems by Infinity, and the Infinity initial   
public offering had occurred on January 1, 1998. In the opinion of CBS          
management, all adjustments and/or disclosures considered necessary for a fair  
presentation of the pro forma data have been made.                              

 These unaudited pro forma combined condensed financial statements should be
read in conjunction with:                                                       

. CBS' consolidated financial statements and the notes thereto as of and    
for the year ended December 31, 1998 and Management's Discussion and    
Analysis included in CBS' Annual Report on Form 10-K for the year ended 
December 31, 1998, as amended by Form 10-K/A, which is incorporated by  
reference in this joint proxy statement/prospectus;                     

. King World's consolidated financial statements and the notes thereto as   
of August 31, 1999 and 1998 and for the three years ended August 31,    
1999, which are included in CBS' Current Report on Form 8-K filed on    
 November 22, 1999, which is incorporated by reference in this joint proxy
statement/prospectus; and                                               

. CBS' Quarterly Reports on Form 10-Q for the quarterly periods ended       
September 30, 1999, June 30, 1999 and March 31, 1999, as amended by Form
10-Q/A, which are incorporated by reference in this joint proxy         
statement/prospectus.                                                   

These unaudited pro forma combined condensed financial statements are           
presented for illustrative purposes only and are not necessarily indicative of  
the operating results or financial position that would have been achieved had   
the CBS and King World merger, the acquisition of American Radio by CBS, the    
probable acquisition of Outdoor Systems by Infinity, or the Infinity initial    
public offering been consummated as of the dates indicated, or of the results   
that may be obtained in the future.                                             

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UNAUDITED CBS/KING WORLD PRO FORMA
COMBINED CONDENSED BALANCE SHEET
As of September 30, 1999

(in millions) 

                                                        [Enlarge/Download Table]

                                                        Pro Forma      Pro Forma                        
                                                     Adjustments for   Combined   Adjustments     CBS   
                             CBS       King World       CBS/King       CBS/King  For Other CBS Pro Forma
                          Historical August 31, 1999  World Merger       World    Events (8)   Combined 
                          ---------- --------------- ---------------   --------- ------------- ---------
                                                                                                        
ASSETS:                                                                                                 
Cash and cash                                                                                           
equivalents.............   $   185       $  468          $   --         $   653     $ (129)     $   524 
Short-term investments..       --            38              --              38        --            38 
Customer receivables,                                                                                   
net.....................     1,227           81               (6)(/4/)    1,302        175        1,477 
Program rights..........       568          --               --             568        --           568 
Deferred income taxes...       243          --               --             243         13          256 
Prepaid and other                                                                                       
current assets..........       178          110              --             288         95          383 
                           -------       ------          -------        -------     ------      ------- 
Total current assets....     2,401          697               (6)         3,092        154        3,246 
Long-term investments...       --           340              --             340        --           340 
Property and equipment,                                                                                 
net.....................     1,138           19              --           1,157      1,898        3,055 
FCC licenses, net.......     4,282          --               --           4,282        --         4,282 
Goodwill, net...........    10,637          --             1,694 (/3/)   12,331      6,596       18,927 
Other intangible and                                                                                    
noncurrent assets.......     2,265           96              --           2,361         68        2,429 
                           -------       ------          -------        -------     ------      ------- 
Total assets............   $20,723       $1,152          $ 1,688        $23,563     $8,716      $32,279 
                           =======       ======          =======        =======     ======      ======= 
LIABILITIES AND                                                                                         
SHAREHOLDERS' EQUITY:                                                                                   
Current maturities of                                                                                   
long-term debt..........   $     6       $  --           $   --         $     6     $  183      $   189 
Liabilities for talent                                                                                  
and program rights......       426          --               --             426        --           426 
Accounts payable,                                                                                       
accrued and other                                                                                       
  liabilities...........     1,377          152               25 (/3/)    1,548        104        1,652 
                                                              (6)(/4/)                                  
                           -------       ------          -------        -------     ------      ------- 
Total current                                                                                           
 liabilities............     1,809          152               19          1,980        287        2,267 
Long-term debt..........     2,346          --               --           2,346      1,558        3,904 
Net liabilities of                                                                                      
discontinued                                                                                            
operations..............       966          --               --             966        --           966 
Pension liability.......       761          --               --             761        --           761 
Postretirement benefit                                                                                  
liability...............     1,008          --               --           1,008        --         1,008 
Other noncurrent                                                                                        
liabilities.............     2,713          --               --           2,713         99        2,812 
                           -------       ------          -------        -------     ------      ------- 
Total liabilities.......     9,603          152               19          9,774      1,944       11,718 
                           -------       ------          -------        -------     ------      ------- 
Minority interest in                                                                                    
equity of consolidated                                                                                  
  subsidiaries..........     1,490          --               --           1,490      3,901        5,391 

Shareholders' equity:                                                                                   
Preferred stock.........       --           --               --             --         --           --  
Common stock............       745            1               57 (/2/)      802        --           802 
                                                              (1)(/3/)                                  
Capital in excess of par                                                                                
value...................     9,276          153            2,282 (/2/)   11,888      2,871       14,759 
                                                             330 (/2/)                                  
                                                            (153)(/3/)                                  
Common stock held in                                                                                    
treasury, at cost.......    (1,683)        (446)             446 (/3/)   (1,683)       --        (1,683)
Retained earnings.......     1,957        1,292           (1,292)(/3/)    1,957        --         1,957 
Accumulated other                                                                                       
comprehensive loss......      (665)         --               --            (665)       --          (665)
                           -------       ------          -------        -------     ------      ------- 
Total shareholders'                                                                                     
 equity.................     9,630        1,000            1,669         12,299      2,871       15,170 
                           -------       ------          -------        -------     ------      ------- 
Total liabilities and                                                                                   
 shareholders' equity...   $20,723       $1,152          $ 1,688        $23,563     $8,716      $32,279 
                           =======       ======          =======        =======     ======      ======= 

See accompanying notes to unaudited CBS/King World pro forma
combined condensed financial statements.

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UNAUDITED CBS/KING WORLD PRO FORMA
COMBINED CONDENSED STATEMENT OF OPERATIONS

For the nine months ended September 30, 1999

(in millions, except per share amounts) 

                                                        [Enlarge/Download Table]

                                                                 Pro Forma     Pro Forma  Adjustments           
                                              King World      Adjustments for  Combined       For         CBS   
                                          Nine months ended      CBS/King      CBS/King    Other CBS   Pro Forma
                          CBS Historical August 31, 1999(/7/)  World Merger      World   Events  (/8/) Combined 
                          -------------- -------------------- ---------------  --------- ------------- ---------
                                                                                                                
Revenues................     $ 5,154            $ 582              $ (30)(/4/)  $ 5,706      $ 591      $ 6,297 
Operating expenses......      (3,000)            (364)                30 (/4/)   (3,334)      (271)      (3,605)
Marketing, general and                                                                                          
 administrative.........        (915)             (66)               --            (981)       (28)      (1,009)
Depreciation and                                                                                                
 amortization...........        (451)              (2)              (127)(/5/)     (580)      (259)        (839)
Residual costs of                                                                                               
 discontinued                                                                                                   
 businesses.............        (130)             --                 --            (130)       --          (130)
                             -------            -----              -----        -------      -----      ------- 
Operating profit                                                                                                
 (loss).................         658              150               (127)           681         33          714 
Other income and                                                                                                
 expense, net...........           4              --                 --               4          1            5 
Interest expense, net...        (143)              24                --            (119)       (98)        (217)
                             -------            -----              -----        -------      -----      ------- 
Income (loss) from                                                                                              
 continuing operations                                                                                          
 before income taxes,                                                                                           
 minority interest in                                                                                           
 income of consolidated                                                                                         
 subsidiaries and equity                                                                                        
 losses of                                                                                                      
 unconsolidated                                                                                                 
 affiliated companies...         519              174               (127)           566        (64)         502 
Income tax expense......        (302)             (61)               --            (363)       (30)        (393)
Minority interest in                                                                                            
 income of consolidated                                                                                         
 subsidiaries...........         (51)             --                 --             (51)       (15)         (66)
Equity losses of                                                                                                
 unconsolidated                                                                                                 
 affiliated companies,                                                                                          
 net of income taxes....         (28)             --                 --             (28)       --           (28)
                             -------            -----              -----        -------      -----      ------- 
Income (loss) from                                                                                              
 continuing operations..     $   138            $ 113              $(127)       $   124      $(109)     $    15 
                             =======            =====              =====        =======      =====      ======= 
Income from continuing                                                                                          
 operations per share:                                                                                          
  Basic.................     $   .20                                            $   .17                 $   .02 
  Diluted...............     $   .19                                            $   .16                 $   .02 
Weighted average shares                                                                                         
 outstanding                                                                                                    
  Basic.................         693                                  57 (/2/)      750                     750 
  Diluted...............         710                                  60 (/6/)      770                     770 

See accompanying notes to unaudited CBS/King World pro forma
combined condensed financial statements.

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UNAUDITED CBS/KING WORLD PRO FORMA
COMBINED CONDENSED STATEMENT OF OPERATIONS

For the Year Ended December 31, 1998

(in millions, except per share amounts) 

                                                        [Enlarge/Download Table]

                                               King World          Pro Forma          Pro Forma Adjustments          
                                             Twelve months      Adjustments for       Combined      For        CBS   
                                                 ended             CBS/King           CBS/King   Other CBS  Pro Forma
                          CBS Historical November 30, 1998(/7/)  World Merger           World   Events(/8/) Combined 
                          -------------- ---------------------- ---------------       --------- ----------- ---------
                                                                                                                     
Revenues................     $ 6,805             $ 705               $ (23)(/4/)       $ 7,487     $ 874     $ 8,361 
Operating expenses......      (4,373)             (442)                 23 (/4/)        (4,792)     (450)     (5,242)
Marketing, general and                                                                                               
 administrative.........      (1,216)              (78)                --               (1,294)      (41)     (1,335)
Depreciation and                                                                                                     
 amortization...........        (571)               (2)               (177)(/5/)          (750)     (363)     (1,113)
Residual costs of                                                                                                    
 discontinued                                                                                                        
 businesses.............        (163)              --                  --                 (163)      --         (163)
                             -------             -----               -----             -------     -----     ------- 
Operating profit                                                                                                     
 (loss).................         482               183                (177)                488        20         508 
Other income and                                                                                                     
 expense, net...........          43               --                  --                   43        (5)         38 
Interest expense, net...        (370)               34                 --                 (336)      (27)       (363)
                             -------             -----               -----             -------     -----     ------- 
Income (loss) from                                                                                                   
 continuing operations                                                                                               
 before income taxes and                                                                                             
 minority interest in                                                                                                
 income of consolidated                                                                                              
 subsidiaries...........         155               217                (177)                195       (12)        183 
Income tax expense......        (161)              (74)                --                 (235)      (85)       (320)
Minority interest in                                                                                                 
 income of consolidated                                                                                              
 subsidiaries...........          (6)              --                  --                   (6)      (29)        (35)
                             -------             -----               -----             -------     -----     ------- 
Income (loss) from                                                                                                   
 continuing operations..     $   (12)            $ 143               $(177)            $   (46)    $(126)    $  (172)
                             =======             =====               =====             =======     =====     ======= 
Basic and diluted loss                                                                                               
 from continuing                                                                                                     
 operations per share...     $  (.02)                                                  $  (.06)              $  (.23)
Weighted average Basic                                                                                               
 and Diluted shares                                                                                                  
 outstanding............         696                                    57 (/2/)(/6/)      753                   753 

See accompanying notes to unaudited CBS/King World pro forma
combined condensed financial statements.

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NOTES TO UNAUDITED CBS/KING WORLD PRO FORMA COMBINED
CONDENSED FINANCIAL STATEMENTS

(tables in millions, except per share data) 

(1) Basis of Presentation                                                       

The purchase method of accounting has been used in the preparation of the 
accompanying unaudited pro forma combined condensed financial statements. Under 
this method of accounting, the purchase price is allocated to assets acquired   
and liabilities assumed based on their respective fair values as of the         
effective time of the CBS/King World merger. The excess of consideration paid   
over the estimated fair value of net assets acquired will be recorded as        
goodwill and amortized as a charge to earnings. For purposes of the unaudited   
pro forma combined condensed financial statements, the preliminary fair values  
of King World's assets and liabilities were estimated by CBS management based   
primarily on information furnished by the management of King World. The final   
allocation of the purchase price will be determined after the consummation of   
the CBS/King World merger and will be based on appraisals and a comprehensive   
final evaluation of the fair value of assets acquired and liabilities assumed   
of King World. The acquisition of King World by CBS was completed on November   
15, 1999.                                                                       

(2) Purchase Price Information                                                  

Pursuant to the merger agreement, shareholders of King World will receive 
.81 of a share of CBS common stock for each share of King World common stock  
issued and outstanding at the consummation of the CBS/King World merger. The    
total number of King World shares issued and outstanding during the period      
subsequent to the CBS/King World merger announcement but prior to its           
consummation is not anticipated to fluctuate from the ordinary course. For the  
purpose of the pro forma combined condensed financial statements, the $40.8125  
per share value of CBS common stock to be issued was calculated based upon the  
market price per share at the close of business on March 31, 1999.              

                                                                [Download Table]
                                                                           
Total estimated King World common shares outstanding................   70.8
Exchange Ratio......................................................    .81
                                                                     ------
Estimated CBS common shares to be issued............................   57.3
                                                                     ======
Purchase Price:                                                            
Estimated value of CBS common stock to be issued in connection with        
 CBS/King World merger (57.3 shares at $40.8125 per share):                
  Common Stock, $1.00 par value..................................... $   57
  Capital in excess of par value....................................  2,282
Estimated fair value of stock options assumed.......................    330
                                                                     ------
Estimated net increase in CBS equity................................ $2,669
                                                                     ======

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NOTES TO UNAUDITED CBS/KING WORLD PRO FORMA COMBINED
CONDENSED FINANCIAL STATEMENTS (continued)

(tables in millions, except per share data) 

(3) Purchase Price and Elimination of Historical Balances                       

To record the purchase price paid in connection with the CBS/King World   
merger as described in Note 1 and Note 2 above:                                 

                                                                [Download Table]
                                                                             
Estimated net increase in CBS equity (see Note 2).................... $2,669 
Less: Shareholders' equity of King World at September 30, 1999               
  Common stock.......................................................     (1)
  Capital in excess of par value.....................................   (153)
  Common stock held in treasury......................................    446 
  Retained earnings.................................................. (1,292)
Adjustments:                                                                 
Add: Estimated accrued transaction costs.............................     25 
                                                                      ------ 
Excess purchase price over fair value of net assets acquired......... $1,694 
                                                                      ====== 

The above pro forma adjustments are based on preliminary estimates. The   
final allocation of the purchase price will be determined after the             
consummation of the CBS/King World merger and will be based on appraisals and a 
comprehensive final evaluation of the fair value of assets acquired and         
liabilities assumed of King World. As further analysis is performed, these      
estimates may be revised at a later date.                                       

(4) Existing Relationship Between CBS and King World                            

Through an existing agreement with King World, CBS' owned-and-operated    
television stations pay for some of King World's programming. The following     
adjustments have been made to eliminate the balances associated with the        
transactions between CBS and King World:                                        

                                                                [Download Table]
                                                                           
Balance Sheet                                                              
Customer receivables/Accounts payable at September 30, 1999............ $ 6
Statements of Operations                                                   
Revenue/operating expenses for the nine months ended September 30,         
 1999.................................................................. $30
Revenue/operating expenses for the year ended December 31, 1998........ $23

(5) Amortization of Goodwill                                                    

The pro forma adjustments are based on preliminary estimates. The final   
allocation of the purchase price will be determined after the consummation of   
the CBS/King World merger and will be based on appraisals and a comprehensive   
final evaluation of the fair value of assets acquired and liabilities assumed   
of King World. As further analysis is performed, including obtaining appraisals 
for identifiable intangible assets and programming commitments acquired, these  
estimates may be significantly revised, including the estimated amortization    
periods. Estimated goodwill amortization is computed on a straight-line basis   
over a 10-year period. If goodwill amortization had been computed assuming a    
20-year period, pro forma operating results for the nine months ended September 
30, 1999 and for the year ended December 31, 1998 on a pre- and post-tax basis  
would have improved by $63 million and $89 million, respectively, or            
approximately $.08 and $.12 per share, respectively, on both a basic and        
diluted basis.                                                                  

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NOTES TO UNAUDITED CBS/KING WORLD PRO FORMA COMBINED
CONDENSED FINANCIAL STATEMENTS (continued)

(tables in millions, except per share data) 

(6) Average Shares Outstanding                                                  

The average CBS common shares outstanding used in calculating pro forma   
income (loss) per common share from continuing operations, as adjusted for      
Other CBS Events, are calculated assuming that the estimated number of shares   
of CBS common stock to be issued in connection with the CBS/King World merger   
were outstanding from January 1, 1998. For the nine months ended September 30,  
1999, the average common shares outstanding used in calculating pro forma       
combined diluted income per share include the impact of options to purchase     
shares of common stock. Shares of common stock issuable under deferred          
compensation arrangements were not included in computing pro forma diluted      
income per common share for the nine months ended September 30, 1999, because   
their inclusion would result in increased income per common share. Shares of    
common stock issuable under deferred compensation arrangements approximated 3   
million for the nine months ended September 30, 1999. For the year ended        
December 31, 1998, options to purchase shares of common stock as well as shares 
issuable under deferred compensation arrangements were not included in          
computing pro forma diluted income per common share because their inclusion     
would result in a smaller loss per common share. For the year ended December    
31, 1998, the options to purchase shares of common stock as well as the common  
stock issuable under deferred compensation arrangements approximated 21 million 
shares.                                                                         

(7) King World Condensed Statements of Operations                               

The King World condensed statement of operations for the nine months ended
August 31, 1999 is calculated by subtracting the King World first quarter       
statement of operations as filed in its Quarterly Report on Form 10-Q for the   
three month period ended November 30, 1998 from its total year 1999 statement   
of operations which is included in CBS' Current Report on Form 8-K filed on     
November 22, 1999.                                                              

  The King World condensed statement of operations for the twelve month period
ended November 30, 1998 is calculated by adding the King World first quarter    
statement of operations as filed in its Quarterly Report on Form 10-Q for the   
three month period ended November 30, 1998, and subtracting the prior year      
first quarter statement of operations as filed in their Quarterly Report on     
Form 10-Q for the period ended November 30, 1997, from its total year 1998      
statement of operations as filed in its Annual Report on Form 10-K for the      
fiscal year ended August 31, 1998.                                              

(8) Other CBS Events                                                            

The unaudited pro forma combined condensed financial statements are       
presented after giving effect to the following Other CBS Events:                

Acquisition of American Radio by CBS                                            

On June 4, 1998, CBS acquired the radio operations of American Radio for  
$1.4 billion in cash plus the assumption of debt with a fair value of           
approximately $1.3 billion. This acquisition has been accounted for under the   
purchase method of accounting.                                                  

Probable Acquisition of Outdoor Systems by Infinity                             

On May 27, 1999, Infinity signed a definitive agreement to acquire Outdoor
Systems for approximately $8.7 billion which includes the assumption of debt    
with a fair value of approximately $1.9 billion. This acquisition will be       
accounted for under the purchase method of accounting. In connection with this  
acquisition Infinity will issue approximately 231 million shares of its Class A 
common stock which will dilute CBS' equity                                      

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NOTES TO UNAUDITED CBS/KING WORLD PRO FORMA COMBINED
CONDENSED FINANCIAL STATEMENTS (continued)

(tables in millions, except per share data) 

ownership in Infinity to approximately 65 percent. On November 4, 1999 the      
Outdoor Systems and Infinity Broadcasting shareholders approved the transaction 
which is expected to close during November 1999 subject to certain closing      
conditions as set forth in the merger agreement.                                

Infinity Initial Public Offering                                                

 In 1998, CBS formed a new company, named Infinity, comprising the radio and
outdoor advertising operations of CBS. In December 1998, Infinity sold 18.2     
percent of its common stock in an initial public offering, generating proceeds  
of approximately $3 billion. These proceeds were used to pay down an            
intercompany note payable to CBS. CBS used the proceeds of the payment on the   
note to pay down existing debt under the CBS revolving credit facility and      
other debt of CBS and made investments in short-term marketable securities.     

The following table sets forth the estimated adjustments affecting CBS'   
consolidated financial statements for the inclusion of the probable acquisition 
of Outdoor Systems by Infinity. In that regard, the historical statement of     
position at September 30, 1999, has been incorporated into the pro forma        
financial information and is adjusted to reflect the acquisition purchase price 
as well as other items such as: the repayment of long-term debt; the step up in 
value of long-term debt instruments; the elimination of existing debt financing 
costs; the accrual for the estimated transaction costs; and the recognition of  
the estimated excess purchase price over the fair value of assets acquired as   
goodwill. As further analysis is performed, including appraisals on             
identifiable tangible and intangible assets acquired and liabilities assumed,   
these estimates may be significantly revised including the estimated            
amortization periods. Minority interest in equity of consolidated subsidiaries  
has also been adjusted to reflect Infinity's distribution of its stock in       
connection with the acquisition of Outdoor Systems and thus the reduction of    
CBS' equity interest in Infinity from approximately 83 percent at September 30, 
1999 to approximately 65 percent.                                               

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NOTES TO UNAUDITED CBS/KING WORLD PRO FORMA COMBINED
CONDENSED FINANCIAL STATEMENTS (continued)

(tables in millions, except per share data) 

                                                                [Download Table]

                                        Outdoor                    Adjustments 
                                        Systems        Pro Forma  For Other CBS
                                   September 30, 1999 Adjustments    Events    
                                   ------------------ ----------- -------------
                                                                               
ASSETS:                                                                        
Cash and cash equivalents........        $   16         $ (145)      $ (129)   
Customer receivables, net........           175            --           175    
Deferred income taxes............            13            --            13    
Prepaid and other current                                                      
 assets..........................            95            --            95    
                                         ------         ------       ------    
Total current assets.............           299           (145)         154    
Property and equipment, net......         1,898            --         1,898    
Goodwill, net....................           605          5,991        6,596    
Other intangible and noncurrent                                                
 assets..........................            48             20           68    
                                         ------         ------       ------    
Total assets.....................        $2,850         $5,866       $8,716    
                                         ======         ======       ======    
LIABILITIES AND SHAREHOLDERS'                                                  
 EQUITY:                                                                       
Current maturities of long-term                                                
 debt............................        $  183         $  --        $  183    
Accounts payable, accrued and                                                  
 other liabilities...............            89             15          104    
                                         ------         ------       ------    
Total current liabilities........           272             15          287    
Long-term debt...................         1,628            (70)       1,558    
Other noncurrent liabilities.....           109            (10)          99    
                                         ------         ------       ------    
Total liabilities................         2,009            (65)       1,944    
                                         ------         ------       ------    
Minority interest in equity of                                                 
 consolidated subsidiaries.......           --           3,901        3,901    
Shareholders' equity:                                                          
Common stock.....................             2             (2)         --     
Capital in excess of par value...           764          2,107        2,871    
Common stock held in treasury, at                                              
 cost............................            (4)             4          --     
Retained earnings................            80            (80)         --     
Accumulated other comprehensive                                                
 loss............................            (1)             1          --     
                                         ------         ------       ------    
Total shareholders' equity.......           841          2,030        2,871    
                                         ------         ------       ------    
Total liabilities and                                                          
 shareholders' equity............        $2,850         $5,866       $8,716    
                                         ======         ======       ======    

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NOTES TO UNAUDITED CBS/KING WORLD PRO FORMA COMBINED
CONDENSED FINANCIAL STATEMENTS (continued)

(tables in millions, except per share data) 

The following table combines the above mentioned Other CBS Events as if   
these transactions had occurred as of January 1, 1999 and were reflected in     
CBS' results of operations for the nine-month period ended September 30, 1999:  

                                                                [Download Table]

                                       Outdoor                     Adjustments 
                                       Systems        Pro Forma   For Other CBS
                                  September 30, 1999 Adjustments     Events    
                                  ------------------ -----------  -------------
                                                                               
Revenues.........................       $ 591           $ --          $ 591    
Operating expenses...............        (271)            --           (271)   
Marketing, general and                                                         
 administrative..................         (28)            --            (28)   
Depreciation and amortization....        (109)           (150)(d)      (259)   
                                        -----           -----         -----    
Operating profit (loss)..........         183            (150)           33    
Other income and expense, net....           1             --              1    
Interest expense, net............        (111)             13 (e)       (98)   
                                        -----           -----         -----    
Income (loss) from continuing                                                  
 operations before income taxes                                                
 and minority interest in income                                               
 of consolidated subsidiaries....          73            (137)          (64)   
Income tax expense...............         (25)             (5)(c)       (30)   
Minority interest in income of                                                 
 consolidated subsidiaries.......         --              (15)(f)       (15)   
                                        -----           -----         -----    
Income (loss) from continuing                                                  
 operations......................       $  48           $(157)        $(109)   
                                        =====           =====         =====    

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NOTES TO UNAUDITED CBS/KING WORLD PRO FORMA COMBINED
CONDENSED FINANCIAL STATEMENTS (continued)

(tables in millions, except per share data) 

The following table combines the above mentioned Other CBS Events as if   
these transactions had occurred as of January 1, 1998 and were reflected in     
CBS' results of operations for the year ended December 31, 1998:                

                                                        [Enlarge/Download Table]

                            American Radio Acquisition                   Outdoor Systems Acquisition                 
                          -------------------------------             -----------------------------------            
                          American                                                                                   
                           Radio                American                Outdoor                  Outdoor  Adjustments
                          through                 Radio                 Systems                  Systems      For    
                          June 4,   Pro Forma   Pro Forma Infinity    December 31,  Pro Forma   Pro Forma  Other CBS 
                            1998   Adjustments  Combined    IPO           1998     Adjustments  Combined    Events   
                          -------- -----------  --------- --------    ------------ -----------  --------- -----------
                                                                                                                     
Revenues................   $ 168      $ --        $ 168    $ --          $ 706        $ --        $ 706      $ 874   
Operating expenses......    (119)       --         (119)     --           (331)         --         (331)      (450)  
Marketing, general and                                                                                               
 administrative.........      (4)       --           (4)     --            (37)         --          (37)       (41)  
Depreciation and                                                                                                     
 amortization...........     (28)       (10)(a)     (38)     --           (123)        (202)(d)    (325)      (363)  
                           -----      -----       -----    -----         -----        -----       -----      -----   
Operating profit                                                                                                     
 (loss).................      17        (10)          7      --            215         (202)         13         20   
Other income and                                                                                                     
 expense, net...........     --         --          --       --             (5)         --           (5)        (5)  
Interest expense, net...     (30)       (45)(b)     (75)     169 (g)      (138)          17 (e)    (121)       (27)  
                           -----      -----       -----    -----         -----        -----       -----      -----   
Income (loss) from                                                                                                   
 continuing operations                                                                                               
 before income taxes and                                                                                             
 minority interest in                                                                                                
 income of consolidated                                                                                              
 subsidiaries...........     (13)       (55)        (68)     169            72         (185)       (113)       (12)  
Income tax expense......       9         10 (c)      19      (67)(c)       (31)          (6)(c)     (37)       (85)  
Minority interest in                                                                                                 
 income of consolidated                                                                                              
 subsidiaries...........     --         --          --       (13)(f)       --           (16)(f)     (16)       (29)  
                           -----      -----       -----    -----         -----        -----       -----      -----   
Income (loss) from                                                                                                   
 continuing operations..   $  (4)     $ (45)      $ (49)   $  89         $  41        $(207)      $(166)     $(126)  
                           =====      =====       =====    =====         =====        =====       =====      =====   

  Pro forma adjustments giving effect to the Other CBS Events in the unaudited
pro forma combined condensed financial statements reflect the following:        

(a) American Radio acquisition--amortization of goodwill and identifiable   
   intangible assets, including FCC licenses on a straight-line basis over
40 years.                                                           
(b) Increase in interest expense resulting from borrowings under CBS'       
  credit facility to finance the acquisition of American Radio including
the repayment of a portion of American Radio revolver borrowings in 
conjunction with the consummation of the acquisition.               
(c) Income tax expense on the pro forma results of operations and the pro   
 forma adjustments, excluding non-deductible goodwill amortization, is
calculated at a 40 percent marginal tax rate.                       

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NOTES TO UNAUDITED CBS/KING WORLD PRO FORMA COMBINED
CONDENSED FINANCIAL STATEMENTS (continued)

(tables in millions, except per share data) 

(d) Outdoor Systems acquisition--amortization of goodwill and identifiable  
intangible assets on a straight-line basis over 30 years.           

(e) Reduction in interest expense resulting from the repayment of Outdoor   
Systems' credit facility with credit facility borrowings of Infinity
where average borrowing rates are more favorable than previously    
  experienced by Outdoor Systems. In addition, the reduction of interest
  expense reflects the recording of all debt instruments assumed at fair
  value within the pro forma financial statements. These reductions were
   partially offset by incremental interest expense recognized as a result
of the assumed deconsolidation of Infinity from the CBS consolidated
income tax return.                                                  

(f) The adjustment to minority interest in income of consolidated           
 subsidiaries reflects CBS' ownership interest dilution resulting from
   Infinity's assumed issuance of common stock to acquire Outdoor Systems.
In addition, for the year ended December 31, 1998 the adjustment    
  reflects the impact of Infinity's initial public offering. As a result
 of the December 1998 initial public offering CBS' equity ownership in
  Infinity was reduced to approximately 81.8 percent and will be further
reduced to approximately 65 percent after Infinity's probable       
acquisition of Outdoor Systems.                                     

(g) Reduction in the interest expense represents savings resulting from the 
  assumed repayment of debt with the proceeds received from the Infinity
public offering.                                                    

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THE MERGER

The discussion in this joint proxy statement/prospectus of the merger and 
the principal terms of the merger agreement is subject to, and qualified in its 
entirety by reference to, the merger agreement, a copy of which is attached to  
this joint proxy statement/prospectus as Annex A and is incorporated herein by  
reference.                                                                      

Background to the Merger                                                        

On August 5, 1999, the FCC announced that it had adopted new regulations  
that, for the first time, would permit a single person to own two television    
stations in a single market, subject to limitations. Since that date, it has    
been widely reported that numerous owners of television stations have been      
seeking opportunities to acquire or sell stations in reliance on the new rules. 

 On August 11, at the request of Mr. Karmazin, Mr. Karmazin and Mr. Redstone
met at the offices of Viacom. Mr. Karmazin reviewed with Mr. Redstone the       
businesses of CBS and discussed with Mr. Redstone various possible transactions 
between the two companies, including an exchange of assets in the television    
and cable television businesses and ways in which various businesses of the two 
companies could be combined.                                                    

 On August 12, Mr. Redstone called Mr. Karmazin and suggested that they meet
again, together with Philippe Dauman and Thomas Dooley, Viacom's Deputy         
Chairmen and Executive Vice Presidents, to discuss further the possible         
transactions discussed at their August 11 meeting.                              

  On August 16, Messrs. Redstone, Dauman and Dooley met with Mr. Karmazin. Mr.
Karmazin proposed various alternative transactions involving the two companies, 
including swapping Viacom's television stations for the cable television        
networks of CBS and combining the entire businesses of Viacom and CBS. Mr.      
Karmazin emphasized the complementary nature of the assets of the two           
companies. Mr. Redstone indicated interest in the swap transaction, but did not 
express a conclusion regarding a possible merger. Mr. Karmazin said that he     
would like to make a more detailed presentation regarding the businesses of CBS 
to Messrs. Redstone, Dauman and Dooley. The parties agreed to meet again on     
August 24.                                                                      

On August 24, Mr. Karmazin again met with Messrs. Redstone, Dauman and    
Dooley. Mr. Karmazin presented information regarding CBS, describing the        
performance of its assets, strategies for growth and the benefits of selling    
advertising across different advertising media. At the conclusion of the        
presentation, Mr. Karmazin again suggested a merger involving the two           
companies, proposing that CBS acquire Viacom at a premium to market value. Mr.  
Redstone indicated that he would not be interested in selling his stake in      
Viacom, but indicated that, in light of the strong strategic fit between the    
two companies, he would consider a merger of equals priced at market value, in  
which Mr. Redstone's controlling interest in Viacom was preserved in the        
combined company through the issuance of Viacom's non-voting Class B common     
stock to the shareholders of CBS. Mr. Redstone indicated that, if such a        
transaction was pursued, he would recommend a role for Mr. Karmazin in which he 
would serve as President and Chief Operating Officer of the combined company.   
Mr. Karmazin indicated his willingness to consider these terms and said that he 
would like to discuss such a transaction with members of the CBS Board of       
Directors.                                                                      

On August 26, the CBS Board held a special meeting at which Mr. Karmazin  
reviewed for the Board the conversations and contacts he had had with Mr.       
Redstone to date and the current status of discussions regarding the structure  
and terms of a possible transaction with Viacom. Mr. Karmazin and Fredric G.    
Reynolds, CBS' Executive Vice President and Chief Financial Officer, also       
reviewed for the Board the capital structure and share ownership of Viacom. The 
CBS Board authorized Mr. Karmazin to continue his discussions with Mr.          
Redstone. Following the August 26 meeting, detailed publicly available          
information and analyst reports relating to the share ownership of Viacom were  
distributed to the CBS Board.                                                   

On August 25 and 26, representatives of Shearman & Sterling, counsel to   
Viacom, held various discussions with representatives of Cravath, Swaine &      
Moore, legal counsel to CBS, and representatives of                             

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Evercore, financial advisors to CBS, concerning the structure of a possible     
transaction, exchange ratio mechanisms and related matters.                     

On August 26, Mr. Redstone and Mr. Karmazin met to continue their         
discussions regarding management of the combined company and ways to assure     
the CBS Board of Directors as to the management of the combined company in      
light of the controlling shareholdings of Mr. Redstone.                         

 On August 27, representatives of Viacom, Morgan Stanley & Co. Incorporated,
financial advisors to Viacom, and Shearman & Sterling met with representatives  
of CBS, Evercore and Cravath, Swaine & Moore to discuss the structure and       
exchange ratio for a possible transaction, board composition and management     
issues, the due diligence review process and related matters. The parties also  
finalized and executed a confidentiality agreement at this meeting.             

 On August 29, senior executives and professional advisors of each of Viacom
and CBS met to exchange financial, legal and business due diligence             
information. The due diligence process, which included review of documents and  
interviews with executives and professional advisors of each company,           
continued through the signing of the merger agreement.                          

On August 30, Mr. Redstone and Mr. Karmazin discussed further the proposed
governance of the combined company. The discussions related to Mr. Karmazin's   
proposed responsibilities and powers as Chief Operating Officer and Mr.         
Redstone's responsibilities and powers as Chief Executive Officer as well as    
whether the proposed responsibilities of the Chief Operating Officer were       
inconsistent with the continued involvement of Messrs. Dauman and Dooley as     
senior managers of Viacom following the merger. Mr. Redstone advised Mr.        
Karmazin that Messrs. Dauman and Dooley had indicated to Mr. Redstone that, in  
view of the strategic benefits to Viacom of the proposed transaction, they      
would be willing to resign from their respective management positions at        
Viacom at the closing of the transaction if that would facilitate the           
resolution of the governance arrangements for the combined company. Messrs.     
Redstone and Karmazin also confirmed their understanding that the combined      
board of directors would consist of a majority of Viacom representatives.       
These points were discussed further on August 31 between Mr. Redstone and Mr.   
Karmazin.                                                                       

On August 30, Shearman & Sterling delivered a draft merger agreement to   
Cravath, Swaine & Moore.                                                        

On August 31, the CBS Board held a special meeting to continue the Board's
previous discussions regarding a possible transaction between CBS and Viacom.   
Mr. Karmazin described in detail the discussions with Mr. Redstone leading up   
to the current proposal for a merger of CBS with Viacom. Mr. Karmazin and       
other members of CBS' senior management discussed with the CBS Board their      
views of various aspects of the proposed transaction. Louis Briskman, CBS'      
Executive Vice President and General Counsel, and representatives of Cravath,   
Swaine & Moore discussed with the CBS Board its fiduciary duties with regard    
to its consideration of the proposed transaction under applicable law.          
Representatives of Evercore discussed with the CBS Board their views and        
preliminary analyses of the financial aspects of the proposed transaction. The  
CBS Board reviewed and considered, among other things, the initial results of   
the due diligence investigation conducted to date, the proposed terms of the    
transaction, the impact of the proposed transaction on CBS' other pending       
transactions and the proposed terms relating to the management, board           
representation and governance of the combined company. Following extensive      
discussion of these matters, the CBS Board directed Mr. Karmazin to negotiate   
further with Viacom on the basis of the CBS Board's recommendations with        
respect to the matters discussed during the meeting. In particular, the CBS     
Board directed Mr. Karmazin to negotiate arrangements substantially consistent  
with the management, board representation and governance arrangements which     
are described on pages 67 through 70.                                           

Following the CBS Board meeting on August 31, Cravath, Swaine & Moore and 
Shearman & Sterling reviewed and discussed those areas identified by the CBS    
Board of Directors as important for Mr. Karmazin to have delegated authority    
to manage, those areas which a majority of the board of directors of the        
combined company should have authority over and those areas requiring a         
supermajority board vote, and the conceptual framework for implementing this    
arrangement. Representatives of Cravath, Swaine & Moore and Shearman &          

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Sterling negotiated the terms of these arrangements, including related changes  
to the Restated Certificate of Incorporation and By-laws of Viacom, together    
with the terms and conditions of the merger agreement and Mr. Karmazin's        
employment agreement, throughout the period from August 31 through the signing  
of definitive documentation on September 6. In addition, Morgan Stanley, on     
behalf of Viacom, and Evercore on behalf of CBS, continued to negotiate the     
exchange ratio through September 2. The parties mutually agreed to an at market 
exchange ratio. The negotiation of the exchange ratio involved discussions      
concerning the appropriate measurement period for determining the market value  
of Viacom and CBS without any premium. No financial analysis was performed in   
determining the exchange ratio. A fixed exchange ratio at market was agreed to  
on or about September 3, subject to Board approvals.                            

On September 2, the Board of Directors of Viacom, at a special meeting,   
received a presentation regarding the proposed terms of the transaction from    
Viacom's outside counsel, and a presentation from Morgan Stanley regarding the  
financial terms of the transaction and discussed the proposed terms and the     
risks and merits of the proposed transaction.                                   

On September 2, the special meeting of the CBS Board reconvened and Mr.   
Karmazin recounted for the CBS Board the events that had transpired since the   
meeting recessed on August 31. Mr. Karmazin described in detail the proposed    
terms that had been negotiated with Viacom with respect to the corporate        
governance of Viacom following consummation of the proposed transaction, and    
explained to the CBS Board that such governance arrangements would be reflected 
in the proposed new Restated Certificate of Incorporation and By-laws of Viacom 
as well as in a voting agreement between National Amusements, the holder of a   
majority of Viacom's voting stock, and CBS. Following extensive discussion      
among the members of the CBS Board, Mr. Karmazin, other members of CBS' senior  
management, representatives of Cravath, Swaine & Moore and representatives of   
Evercore, the CBS Board directed Mr. Karmazin to negotiate definitive           
agreements and related documentation based on the terms outlined by Mr.         
Karmazin during the meeting.                                                    

  On September 5, the CBS Board held a special meeting to continue the Board's
discussions with respect to the proposed merger and to consider the merger      
agreement and the transactions contemplated thereby, including the proposed     
consideration to be issued to CBS shareholders and the proposed terms regarding 
the powers of the board of directors, the chief executive officer and the chief 
operating officer of Viacom following the merger. Mr. Karmazin and other        
members of CBS' senior management, representatives of Cravath, Swaine & Moore   
and representatives of Evercore made presentations to the CBS Board and         
discussed with the CBS Board their views and analyses of various aspects of the 
proposed transaction. Evercore delivered its oral opinion, which was            
subsequently confirmed in writing, that, based upon the matters presented to    
the CBS Board and as set forth in its opinion, as of such date, the exchange    
ratio was fair, from a financial point of view, to the shareholders of CBS.     

After further deliberation, the CBS Board unanimously approved the merger 
and the merger agreement and authorized, among other things, the execution of   
the merger agreement, the voting agreement and the stockholder agreement and    
unanimously recommended that CBS shareholders vote to adopt the merger          
agreement.                                                                      

  On September 5, the Compensation Committee of the Viacom Board met to review
and, subject to approval of the merger by the Viacom Board, approved the        
proposed terms of Mr. Redstone's and Mr. Karmazin's employment agreements, the  
resignation agreements for Messrs. Dauman and Dooley and the Viacom executive   
severance plans. For a more complete description of these terms, see the        
section entitled "Interests of Persons in the Merger--Senior Management         
Arrangements."                                                                  

Also on September 5, at a special meeting of the Viacom Board, the Board  
heard presentations on the results of the due diligence investigation and the   
status of the negotiation of the merger agreement and related agreements and    
received an updated presentation from Morgan Stanley. Morgan Stanley also       
delivered to the Viacom Board its oral opinion that the exchange ratio was fair 
from a financial point of view to Viacom.                                       

Further, on September 5, the Board also was briefed on and ratified the   
actions of the Compensation Committee, in the case of the resignation           
agreements of Messrs. Dauman and Dooley and the employment                      

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agreement of Mr. Redstone, without the participation of such individuals. The   
Board then discussed the proposed terms and conditions of the transaction       
extensively, following which the Board adjourned the meeting in order to        
consider the results of further negotiations.                                   

During the evening of September 5, management of CBS and Viacom and their 
respective legal advisors continued their negotiations regarding the terms of   
the merger agreement and, in particular, the proposed terms regarding the       
respective powers of the board of directors, chief executive officer and chief  
operating officer.                                                              

On the morning of September 6, the Board of Directors of Viacom met and   
reviewed the finalized terms of the proposed transactions. Following a          
discussion, the Viacom Board unanimously approved the merger agreement and the  
transactions contemplated thereby. In the afternoon of September 6, CBS and     
Viacom executed the merger agreement, National Amusements executed the voting   
agreement and the stockholder agreement, Viacom and Messrs. Redstone and        
Karmazin executed their respective employment agreements, and Viacom executed   
resignation agreements with Messrs. Dauman and Dooley.                          

  On October 8, 1999, the merger agreement was amended and restated to provide
for the issuance of Viacom Series C preferred stock in exchange for the CBS     
Series B preferred stock issued to Gaylord in connection with CBS' acquisition  
of KTVT-TV Dallas-Fort Worth from Gaylord. On November 23, 1999, the merger     
agreement was amended and restated again to provide for the alternative         
structure of the merger as a merger of CBS with and into Viacom/CBS LLC and to  
provide each company with additional flexibility to compensate its employees.   

Reasons for the Merger and Board Recommendations                                

Viacom                                                                        

The Viacom Board carefully considered the terms of the merger and believes
that the merger serves the best interests of Viacom and its shareholders. As a  
result, the Viacom Board declared that the merger agreement was advisable,      
unanimously approved the merger agreement and unanimously recommends that the   
Viacom shareholders approve the adoption of the merger agreement and the other  
proposals described in this joint proxy statement/prospectus.                   

The Viacom Board considered a number of factors, including those listed   
below. The Viacom Board did not consider it practical, and did not try, to rank 
or weigh the importance of each factor, and different members of the Viacom     
Board may have given different weight to different factors. The Viacom Board    
also considered presentations by, and consulted with, members of Viacom's       
management as well as its financial advisors and outside and inside legal       
counsel. The list of factors set forth below is not exhaustive but is believed  
to include all material factors considered by Viacom's Board.                   

CBS Assets and Relationship with the Existing Businesses of Viacom. The   
Viacom Board considered the quality and breadth of the assets of CBS, including 
the radio and outdoor advertising assets of Infinity, and its financial         
condition, competitive position and prospects for growth. In particular, the    
Board considered the complementary nature of the businesses of CBS and Viacom   
in that Viacom is a leader in the cable television programming, motion picture  
and television production businesses and CBS is a leader in the television      
network distribution, television and radio broadcasting and outdoor advertising 
businesses. The Board recognized the tremendous opportunities for the combined  
company to reach large audiences and cross-promote and cross-market its assets  
among various distribution outlets. Similarly, the Board recognized that the    
combined company would have greater opportunities to increase its advertising,  
licensing and other revenue than either company would on its own. The Board     
also considered potential economies of scale by combining these businesses. The 
Board took into account that the combined company would have an increased       
dependence on the advertising market, but concluded that the risk of such       
dependence was outweighed by the strategic benefits of the transaction.         

Financial Terms. The Viacom Board considered that the merger of equals    
structure, in which no premium would be paid to the shareholders of either      
company, would create a company with considerable financial resources. The      
Viacom Board considered the historical trading ranges of Viacom Class B common  
stock and CBS common stock as compared with the proposed exchange ratio. The    
Viacom Board also considered the fact that the merger would be tax-free to      
Viacom's shareholders. In addition, the Viacom Board considered the pro         
forma effect of the proposed transaction on the financial condition and results 
of the combined company and the price of CBS as compared with other comparable  
companies using various methods of valuation.                                   

Management and Governance Provisions. The Viacom Board considered the     
experience and accomplishments of Mr. Karmazin and other members of CBS         
management and the benefits of Mr. Karmazin's                                   

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service as President and Chief Operating Officer and Mr. Redstone's continuing  
service as Chairman and Chief Executive Officer to the Viacom shareholders. The 
Viacom Board weighed these benefits against the limitations the proposed        
governance structure would impose on its power to manage the combined company   
by majority vote of the board of the combined company and concluded that these  
limitations represented an acceptable balance of management responsibilities.   

Support of Sumner Redstone. The Viacom Board considered the fact that     
Viacom's controlling shareholder, National Amusements, which in turn is         
controlled by Mr. Redstone, supported the proposed transaction and was prepared 
to sign a voting agreement, in which National Amusements would agree to vote    
its shares in favor of the proposed transaction.                                

Presentation and Opinion of Morgan Stanley. At its meeting on September 6,
the Viacom Board considered the financial presentation made to the Viacom Board 
on September 5 and the oral opinion rendered by Morgan Stanley on September 5,  
subsequently confirmed in writing, that, as of that date, the proposed exchange 
ratio was fair to Viacom from a financial point of view. Morgan Stanley's       
opinion as to the fairness of the exchange ratio to Viacom contributed to the   
Viacom Board's determination that the merger is in the best interests of        
Viacom's shareholders. The Viacom Board did not request an opinion as to the    
fairness of the exchange ratio specifically to the shareholders of Viacom       
because Viacom is the surviving corporation in the merger and its shareholders  
are not exchanging their shares in the merger. In contrast, the CBS             
shareholders will be exchanging their shares of CBS stock for shares of Viacom  
stock.                                                                          

Regulatory Matters. The Viacom Board considered the fact that Viacom might
be required to divest or reduce its interest in United Paramount Network and    
Viacom and/or CBS would be required to divest a number of television and radio  
stations in the event that current law and regulations were not amended or      
waived. The Viacom Board also considered the ability to obtain other necessary  
regulatory approvals.                                                           

Terms, Conditions, Termination Provisions and Termination Fee. The Viacom 
Board reviewed the representations, warranties, covenants and conditions to     
consummation of the proposed transaction and the circumstances under which CBS  
would have the right to terminate the merger agreement. The Viacom Board        
considered the fact that the vote of the Viacom shareholders was assured by     
reason of the voting agreement to be entered into by National Amusements and    
that CBS would have the right to terminate the merger agreement under specified 
circumstances if there was a superior proposal. The Viacom Board considered the 
circumstances in which a termination fee would be payable in the event that the 
merger agreement was terminated. The Viacom Board considered that there could   
be no assurance that the acquisition of Outdoor Systems by Infinity or King     
World by CBS would be consummated. The Viacom Board also considered the fact    
that the merger would not be conditioned on the completion of the pending CBS   
transactions with King World and Outdoor Systems.                               

The Viacom Board unanimously recommends that the holders of Viacom Class A
common stock approve the adoption of the merger agreement and the other         
proposals described in this joint proxy statement/prospectus.                   

CBS                                                                           

Reasons for the Merger. At its meeting on September 5, 1999, the CBS Board
of Directors determined that the merger is in the best interests of CBS and its 
shareholders, has unanimously approved the merger and the merger agreement and  
unanimously recommended that CBS shareholders vote to adopt the merger          
agreement.                                                                      

 In reaching its decision to approve the merger and the merger agreement and
to recommend that CBS shareholders vote to adopt the merger agreement, the CBS  
Board of Directors consulted with senior management and its financial and legal 
advisors and considered a number of factors, including the following positive   
factors:                                                                        

. recent trends in the entertainment and media industries and that a        
combination of Viacom, a leading "content provider" in the entertainment
and media industries, with CBS, a leading distributor and               

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marketer of programming, would create an even stronger global competitor  
in the entertainment and media industries;                                

. the opportunity to create the premier seller of advertising in the media  
industry, which could result in increased advertising revenue for the   
combined company;                                                       

. the opportunity for synergies and revenue generation through cross-       
promoting and cross-marketing the combined company's film, television,  
radio, theme park, home video, publishing, outdoor advertising and      
Internet businesses;                                                    

. that the merger would benefit the shareholders of CBS because they would  
participate in the value generated by increases in the opportunities for
revenue generation through their equity participation in Viacom;        

. the management and corporate governance arrangements agreed to between    
 CBS and Viacom that would provide for a strong management team drawn from
both companies that would work together to integrate the two companies, 
to realize growth opportunities, to achieve synergistic benefits, and to
successfully implement strategies of the combined company, including    
that:                                                                   

. the Board of Directors of the combined company would be expanded  
   from ten to eighteen directors. The eight additional directors will
   initially be selected from and designated by the Board of Directors
of CBS and vacancies in this group will be filled during the    
initial three-year term by independent directors designated by  
these eight CBS directors;                                      

. Mr. Redstone, the current Chairman and Chief Executive Officer of 
Viacom, would continue to serve as Chairman and Chief Executive 
Officer of the combined company and would be responsible, in    
consultation with the President and Chief Operating Officer, for
corporate policy and strategy;                                  

. Mr. Karmazin, the current President and Chief Executive Officer of
CBS, would serve as President and Chief Operating Officer of the
   combined company, would directly report to the CEO and consult with
the CEO on all major decisions and would have responsibility for
the supervision, coordination and management of the combined    
company's business;                                             

. Mr. Karmazin, as President and Chief Operating Officer, would be  
  entitled to manage the combined company's business, subject to the
   ability of the combined company's board of directors to take action
   with the approval of at least 14 directors. However, in a number of
areas the President and Chief Operating Officer would not be    
   entitled to act without the approval of, and the combined company's
   board would be entitled to act by, a majority of the directors; and

. the governance arrangements described above would be in effect for
a period of three years from the closing of the merger.         

. the expected qualification of the merger as a tax-free reorganization;    

. the oral opinion of Evercore, delivered on September 5, 1999, which was   
subsequently confirmed in a written opinion, a copy of which is attached
 as Annex I to this joint proxy statement/prospectus, that, subject to the
assumptions and limitations contained in that opinion, as of that date, 
the exchange ratio was fair, from a financial point of view, to the     
shareholders of CBS, and the financial presentation made by Evercore to 
the CBS Board of Directors in connection with delivering that opinion;  

. the terms and conditions of the merger agreement, including the right of  
CBS to consider and negotiate superior proposals;                       

. the financial condition, cash flows and results of operations of CBS and  
Viacom, on both a historical and prospective basis, which indicated that
the combined company would enjoy financial strength immediately upon    
consummation of the merger;                                             

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. the historical market prices and trading information with respect to CBS  
common stock and Viacom non-voting Class B common stock, including that 
the Viacom non-voting Class B common stock and the Viacom Class A common
stock have historically traded at comparable levels;                    

. that the complementary nature of the businesses of CBS and Viacom would   
enable the combined company to maintain important relationships with    
customers, suppliers and employees;                                     

. the fact that CBS as an independent company has not fully participated in 
aspects of the media and entertainment industry where Viacom had        
particular strengths, such as MTV Networks and Paramount Pictures;      

. the belief that the terms of the merger agreement, including the parties' 
representations, warranties and covenants, and the conditions to their  
respective obligations are reasonable;                                  
. the fact that Viacom might be required to divest or reduce its interest   
in United Paramount Network and that Viacom and/or CBS would be required
to divest a number of television and radio stations in the event that   
current law and regulations were not amended or waived;                 
. the regulatory approvals required to complete the merger and the          
favorable prospects for receiving those approvals; and                  
. satisfactory reports from CBS management and its advisors as to their due 
diligence investigations of Viacom.                                     

The CBS Board of Directors also identified and considered a number of     
potentially negative factors in deliberations concerning the merger, including: 

. the status, timing and tax considerations relating to the potential       
split-off of Blockbuster to the shareholders of Viacom;                 
. the existence of a controlling shareholder of the combined company        
following the merger and the non-voting security to be received by CBS  
shareholders in the merger;                                             
. the possible effects of the provisions regarding termination fees on the  
ability of a third party to make an unsolicited superior proposal;      
. the risk that the operations of CBS and Viacom might not be successfully  
integrated;                                                             
. the risk that, despite the efforts of CBS and Viacom, key management and  
other personnel might not remain employed by the combined company after 
the merger; and                                                         
. the risk that potential benefits of the merger might not be fully         
realized.                                                               

The CBS Board of Directors believed that some of these risks were unlikely
to occur, while others could be avoided or mitigated by CBS, and that, overall  
these risks were outweighed by the potential benefits of the merger.            

  The discussion of the information and factors considered by the CBS Board of
Directors in making its decision is not intended to be exhaustive but is        
believed to include all material factors considered by the CBS Board of         
Directors. In view of the variety of material factors considered in connection  
with its evaluation of the merger, the CBS Board of Directors did not find it   
practicable to, and did not, quantify or otherwise assign relative weights to,  
the specific factors considered in reaching its determination. In addition,     
individual members of the CBS Board of Directors may have given different       
weight to different factors.                                                    

 Recommendation of the CBS Board of Directors.  After careful consideration,
the CBS Board of Directors has determined that the merger is in the best        
interests of CBS and its shareholders, has unanimously approved the merger and  
the merger agreement and unanimously recommends that CBS shareholders vote      
"for" the adoption of the merger agreement.                                     

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Opinions of Financial Advisors                                                  

Viacom                                                                        

Under a letter agreement dated as of September 2, 1999, Viacom engaged    
Morgan Stanley to act as its financial advisor in connection with a possible    
combination with CBS. The Viacom Board of Directors selected Morgan Stanley to  
act as its financial advisor based on Morgan Stanley's qualifications,          
expertise and reputation, as well as its knowledge of the business and affairs  
of Viacom. On September 5, 1999, Morgan Stanley delivered an oral opinion to    
the Viacom Board of Directors which was subsequently confirmed in writing,      
that, as of that date, and based upon and subject to the considerations set     
forth in the written opinion, the exchange ratio was fair from a financial      
point of view to Viacom.                                                        

The full text of the opinion, which sets forth, among other things, the   
assumptions made, procedures followed, matters considered and limitations on    
the scope of the review undertaken by Morgan Stanley in rendering its opinion,  
is attached as Annex H to this joint proxy statement/prospectus. Morgan         
Stanley's written opinion is directed to the Viacom Board of Directors and only 
addresses the fairness of the exchange ratio to Viacom as of the date of the    
opinion. Morgan Stanley's written opinion does not address any other aspect of  
the merger and does not constitute a recommendation to any Viacom shareholder   
as to how to vote at the Viacom special meeting. The summary of the opinion set 
forth in this joint proxy statement/prospectus is qualified in its entirety by  
reference to the full text of the opinion attached as Annex H hereto. The       
following is only a summary of the Morgan Stanley opinion. Viacom shareholders  
are urged to, and should, read the opinion carefully and in its entirety.       

  In arriving at Morgan Stanley's opinion, Morgan Stanley, among other things:

. reviewed certain publicly available financial statements and other        
information of Viacom and CBS;                                          

. reviewed and analyzed certain internal financial statements and other     
financial and operating data concerning Viacom and CBS prepared by the  
respective managements of Viacom and CBS;                               

. discussed the past and current operations and financial condition and the 
prospects of Viacom and CBS with senior executives of Viacom and CBS    
including their estimates of the strategic operating benefits of the    
merger and analyzed the pro forma impact of the merger on Viacom's      
financial ratios;                                                       

. reviewed the reported prices and trading activity for the Class B common  
stock of Viacom and the common stock of CBS;                            

. compared the financial performance of Viacom and CBS and the prices and   
trading activity of Viacom and CBS with that of certain other comparable
publicly traded companies and their securities;                         

. participated in discussions and negotiations among representatives of     
Viacom, CBS and their respective financial and legal advisors;          

. reviewed the merger agreement and certain related documents; and          

. performed such other analyses and considered such other factors that      
Morgan Stanley deemed appropriate.                                      

 Morgan Stanley assumed and relied upon without independent verification the
accuracy and completeness of the information it reviewed for the purposes of    
its opinion. With respect to the financial projections, Morgan Stanley assumed  
that they had been reasonably prepared on bases reflecting the best currently   
available estimates and judgments of the future financial performance of Viacom 
and CBS. Morgan Stanley has not made any independent valuation or appraisal of  
the assets or liabilities of Viacom and CBS, nor has Morgan Stanley been        
furnished with any such appraisals. Morgan Stanley has assumed that the merger  
will be consummated in accordance with the terms set forth in the merger        
agreement. Morgan Stanley's opinion is necessarily based on economic, market    
and other conditions as in effect on, and the information made available to it  
as of, the date of its opinion.                                                 

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The following is a brief description of all material analyses performed by
Morgan Stanley in connection with its oral opinion and the preparation of its   
written opinion letter. These summaries of financial analyses include           
information presented in tabular format. In order to understand the financial   
analysis used by Morgan Stanley, the tables must be read together with the text 
of each summary. The tables alone do not constitute a complete description of   
the financial analyses.                                                         

Historical Public Market Trading Value. Morgan Stanley reviewed the stock 
price performance of CBS based on an analysis of the historical closing prices  
and trading volumes for the one year period beginning September 3, 1998 and     
ending September 3, 1999. The year long time period chosen for the analysis of  
historical public market trading values is a traditional measurement period for 
stock prices chosen to reflect the impact of corporate events which might be    
deemed to have an impact on the current share price performance of two          
companies which are considering a stock-for-stock merger. The use of            
incremental measurement periods within the year long review is designed to      
better capture the progression of each company's share price throughout the     
year and can better isolate the impact of specific corporate events on share    
price performance.                                                              

 The following table lists the low, average and high daily closing prices of
shares of CBS common stock for the periods indicated. These prices compare to   
$48.89, the price for CBS common stock implied by multiplying the exchange      
ratio by the price of Viacom Class B common stock on September 3, 1999.         

                                                                [Download Table]

                                          Historical CBS Common Stock Prices 
                                         ------------------------------------
                                             Low       Average       High    
                                         ----------- ------------------------
                                                                             
Last One Year........................... $     18.00 $     36.90  $     50.44
Last Nine Months........................       26.75       40.93        50.44
Last Six Months.........................       35.38       43.98        50.44
Last Three Months.......................       40.56       45.07        50.44
Last One Month..........................       44.13       46.71        50.44
Last Two Weeks..........................       45.88       47.81        50.44

  Comparative Stock Price Performance. As part of its analysis, Morgan Stanley
reviewed the stock price performance of Viacom Class B common stock and CBS     
common stock and compared this performance with the following peer groups:      

                                                                [Download Table]

   Viacom Peer Group                     CBS Peer Group          
   -----------------                     --------------          
                                                                 
The Walt Disney Company        A.H. Belo Corporation             
Fox Entertainment Group, Inc.  Clear Channel Communications, Inc.
The Seagram Company Ltd.       Hearst-Argyle Television, Inc.    
Time Warner Inc.               Sinclair Broadcast Group, Inc.    
                               Young Broadcasting Inc.           

  Morgan Stanley observed that over the one year period from September 3, 1998
to September 3, 1999, the closing market prices appreciated as set forth below: 

                                                                [Download Table]

                                                      % Total Appreciation
                                                      --------------------
                                                                          
Viacom...............................................          56%        
CBS..................................................          80         
Viacom Peer Group....................................          23         
 (equity market capitalization-weighted index)                            
CBS Peer Group.......................................          42         
 (equity market capitalization-weighted index)                            

 Securities Research Analysts' Future Price Targets. Morgan Stanley reviewed
and analyzed future public market trading price targets for Viacom Class B      
common stock and CBS common stock prepared and published                        

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by securities research analysts during the period from May 5, 1999 to August    
18, 1999 for Viacom and May 26, 1999 to August 20, 1999 for CBS. Based upon     
discussions with senior executives of Viacom and CBS, these analysts'           
projections were viewed by Morgan Stanley as being representative of the future 
prospects of Viacom and CBS. These targets reflected each analyst's estimate of 
the future public market trading price of Viacom Class B common stock and CBS   
common stock at the end of the particular period considered for each estimate.  
Applying equity discount rates of 13.4% for Viacom and 12.8% for CBS, which     
reflect each company's cost of equity, Morgan Stanley arrived at a range of     
present values as of September 3, 1999 of these targets as set forth below:     

                                                                [Download Table]

                                                                     Present 
                                                                      Value  
                                                                      Range  
                                                                     ------- 
                                                                     Low High
                                                                     --- ----
                                                                             
Viacom Public Market Trading Price Target........................... $42 $50 
CBS Public Market Trading Price Target..............................  46  53 

The present value range of the Viacom Public Market Trading Price Targets 
compares to a $45.06 price for the Viacom Class B common stock as of September  
3, 1999. The present value range of the CBS Public Market Trading Price         
Targets compares to a $48.89 price for the CBS common stock implied by          
multiplying the exchange ratio by the price of Viacom Class B common stock on   
September 3, 1999. Morgan Stanley noted that the public market trading price    
targets published by the securities research analysts do not reflect current    
market trading prices and that these estimates are subject to uncertainties,    
including the future financial performance of Viacom and CBS and future         
financial market conditions.                                                    

Peer Group Comparison. Morgan Stanley compared financial information of   
Viacom and CBS with corresponding financial information for their respective    
peer groups.                                                                    

Morgan Stanley analyzed, among other things, for each company, the current
aggregate value, i.e., equity value adjusted for capital structure, expressed   
as a multiple of earnings before interest, taxes, depreciation and              
amortization expense, or EBITDA.                                                

As of June 30, 1999 and based on estimates of EBITDA taken from selected  
securities research analysts, the statistics derived from this analysis are     
set forth below:                                                                

                                                                [Download Table]

                                     Viacom Peer                             
                                        Group               CBS Peer Group   
                                   -----------------        ---------------- 
                            Viacom Median High  Low   CBS   Median High  Low 
                            ------ ------ ----  ----  ----  ------ ----  --- 
                                                                             
1999 EBITDA Multiple.......  17.1x  15.7x 19.0x 14.4x 22.7x  11.7x 25.7x 8.8x
2000 EBITDA Multiple.......  14.5   13.3  16.6  12.7  19.6   10.0  22.6  8.1 

The trading multiples for Viacom, CBS and their respective peer groups compare  
to the transaction multiples implied by the exchange ratio of 22.7x 1999E CBS   
EBITDA and 19.6x 2000E CBS EBITDA.                                              

Discounted Cash Flow Analysis. Morgan Stanley performed a discounted cash 
flow analysis of CBS' business. A discounted cash flow analysis involves an     
analysis of the present value of projected cash flows and a terminal value      
using discount rates and terminal year free cash flow perpetual growth rates    
as indicated below. Morgan Stanley analyzed CBS' business using a forecast for  
the period beginning January 1, 1999 and ending December 31, 2003, based on     
estimates published by securities research analysts. Based upon discussions     
with senior executives of CBS, these analysts' projections were viewed by       
Morgan Stanley as being representative of the future prospects of CBS. Morgan   
Stanley estimated the CBS common stock discounted cash flow value by using a    
discount rate of 10% and a perpetual growth rate applied to 2003 free cash      
flow ranging from 4.5% to 5.5%. This analysis yielded a range of per share      
values for CBS common stock of                                                  

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approximately $45 to $54. This range of per share values for CBS common stock   
compares to $48.89, the price for CBS common stock implied by multiplying the   
exchange ratio by the price of Viacom Class B common stock on September 3,      
1999.                                                                           

The discount rates used in the discounted cash flow analysis of Viacom and
CBS reflect each company's weighted average cost of capital. The weighted       
average cost of capital represents the cost of capital for CBS and Viacom based 
on the relative proportion of debt, preferred equity and common equity employed 
by each company. The range of perpetual growth rates employed in the CBS        
discounted cash flow analysis reflects certain assumption of CBS' cash flow     
growth in perpetuity. The terminal EBITDA multiple range used in the Viacom     
discounted cash flow analysis was based on a review of the trading multiples    
for Viacom and the companies in the Viacom peer group and a comparison of       
Viacom's business position relative to its peers.                               

Morgan Stanley also performed a discounted cash flow analysis of Viacom's 
business. Morgan Stanley analyzed Viacom's business using a forecast for the    
period beginning January 1, 1999 and ending December 31, 2003, based on         
estimates published by securities research analysts. Based upon discussions     
with senior executives of Viacom, these analysts' projections were viewed by    
Morgan Stanley as being representative of the future prospects of Viacom.       
Morgan Stanley estimated the Viacom Class B common stock discounted cash flow   
value by using a discount rate of 10% and terminal multiples of estimated 2003  
EBITDA ranging from 13.0x to 15.0x. This analysis yielded a range of per share  
values for Viacom Class B common stock of approximately $39 to $45. This range  
of per share values for Viacom Class B common stock compares to a $45.06 price  
for the Viacom Class B common stock as of September 3, 1999.                    

Sum-of-the-Parts Analysis. Morgan Stanley performed a sum-of-the-parts    
analysis of CBS' business. A sum-of-the-parts analysis involves a separate      
valuation of each of CBS' core businesses. The valuation methodology applied to 
each component is set forth below:                                              

                                                                [Download Table]

    Component                               Valuation Methodology         
    ---------                               ---------------------         
                                                                          
Infinity Broadcasting Corporation  Market Value of CBS' 700 million shares
Television Assets(a)               13x-15x 2000E EBITDA                   
Cable Programming (CMT/TNN)        17x-19x 2000E EBITDA                   
King World Productions, Inc.       CBS net purchase price                 
Internet Holdings                  Morgan Stanley equity research estimate

--------                                                                        
(a) Includes an analysis of CBS' Television Station group and Television        
Network which were each analyzed as separate components.                

This analysis yielded a range of per share values for CBS common stock of       
approximately $42-$47. This range of per share values for CBS common stock      
compares to $48.89, the price for CBS common stock implied by multiplying the   
exchange ratio by the price of Viacom Class B common stock on September 3,      
1999. The multiples for the Television Assets and Cable programming used in the 
sum-of-the-parts analysis were arrived at after a review of publicly traded     
companies with a similar operating profile to the CBS assets. Market position,  
growth prospects and profitability were a few of the many factors used in       
comparing the CBS assets to the publicly traded comparables.                    

Relative Contribution Analysis. Morgan Stanley compared pro forma         
contribution of each of Viacom and CBS, based on securities research analyst    
estimates, to the resultant combined company assuming completion of the merger. 
Morgan Stanley adjusted these statistics to reflect each company's respective   
capital structure and then compared them to the pro forma ownership by Viacom   
shareholders of the common stock of the combined company, implied by the        
exchange ratio, of approximately 46%. Morgan Stanley performed this             

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analysis with and without Blockbuster as part of Viacom to reflect Viacom's     
previously announced intention to split-off Blockbuster to the Viacom           
shareholders and as a consequence, deconsolidate Blockbuster for accounting     
purposes. The results in terms of both EBITDA and after tax cash flow are set   
forth below:                                                                    

                                                                [Download Table]

                                        Viacom Equity Contribution          
                                        --------------------------------    
                                            With              Without       
                                         Blockbuster        Blockbuster     
                                        -------------      -------------    
                                                                            
2000E EBITDA...........................             55.3%              46.9%
2001E EBITDA...........................             54.5               45.9 
2002E EBITDA...........................             53.1               44.9 
2000E After Tax Cash Flow..............             55.5               44.5 
2001E After Tax Cash Flow..............             56.2               45.4 
2002E After Tax Cash Flow..............             55.2               45.1 

Historical Exchange Ratio Analysis. Morgan Stanley compared the exchange  
ratio of 1.085 to the ratio of the closing market prices of Viacom Class B      
common stock and CBS common stock on September 3, 1999. Morgan Stanley also     
compared this ratio to selected average historical ratios of the closing market 
prices of CBS common stock to Viacom Class B common stock over various periods  
ending September 3, 1999. Morgan Stanley then calculated the premiums           
represented by the exchange ratio over these ratios. The results of this        
analysis are set forth below:                                                   

                                                                [Download Table]

                                                               % Premium/    
                                                 Market      (Discount) to   
                                               Price Ratio Market Price Ratio
                                               ----------- ------------------
                                                                             
Current (9/3/99)..............................    1.086x          (0.1)%     
Prior 5 Days..................................    1.109           (2.2)      
Prior 10 Days.................................    1.123           (3.4)      
Prior 20 Days.................................    1.116           (2.8)      
Prior 30 Days.................................    1.097           (1.1)      
Prior 45 Days.................................    1.071            1.3       
Prior 60 Days.................................    1.064            2.0       
Last 6 Months.................................    1.043            4.0       

As of September 3, 1999, the exchange ratio multiplied by the closing price for 
the Viacom Class B common stock implied a $48.89 share price for the CBS common 
stock or approximately a 5 cent discount to the closing price for CBS common    
stock.                                                                          

The preparation of a fairness opinion is a complex process and is not     
necessarily susceptible to a partial analysis or summary description. In        
arriving at its opinion, Morgan Stanley considered the results of all of its    
analyses as a whole and did not attribute any particular weight to any          
particular analysis or factor considered by it. Furthermore, selecting any      
portion of Morgan Stanley's analyses, without considering all analyses, would   
create an incomplete view of the process underlying the Morgan Stanley opinion. 
In addition, Morgan Stanley may have deemed various assumptions more or less    
probable than other assumptions, so that the ranges of valuations resulting     
from any particular analysis described above should not be taken to be Morgan   
Stanley's view of the actual value of Viacom or CBS.                            

In performing its analysis, Morgan Stanley made numerous assumptions with 
respect to industry performance, general business and economic conditions and   
other matters, many of which are beyond the control of Viacom or CBS. Any       
estimates contained in the analyses performed by Morgan Stanley are not         
necessarily indicative of actual values, which may be significantly more or     
less favorable than suggested by such estimates. The analyses performed were    
prepared solely as a part of Morgan Stanley's analysis of the fairness of the   
exchange ratio to Viacom in connection with the delivery of Morgan Stanley's    
opinion to Viacom's Board of Directors. The analyses do not purport to be       
appraisals or to reflect the prices at which Viacom Class B common stock or CBS 
common stock might actually trade.                                              

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 The exchange ratio was determined through arm's-length negotiations between
Viacom and CBS and was approved by the Viacom Board of Directors. Morgan        
Stanley's opinion to the Viacom Board of Directors was one of many factors      
taken into consideration by the Viacom Board of Directors in making its         
determination to approve the merger. Consequently, the Morgan Stanley analyses  
described above should not be viewed as determinative of the opinion of the     
Viacom Board of Directors with respect to the value of CBS or of whether the    
Viacom Board of Directors would have been willing to agree to different         
consideration.                                                                  

Morgan Stanley is an internationally recognized investment banking and    
advisory firm. Morgan Stanley, as part of its investment banking business, is   
continuously engaged in the valuation of businesses and securities in           
connection with mergers and acquisitions, negotiated underwritings, competitive 
biddings, secondary distributions of listed and unlisted securities, private    
placements and valuations for corporate and other purposes. In the ordinary     
course of Morgan Stanley's trading, brokerage and financing activities, Morgan  
Stanley or its affiliates may at any time hold long or short positions, may     
trade, make a market or otherwise effect transactions, for its own account or   
for the accounts of customers, in the securities of Viacom or CBS.              

 In accordance with an engagement letter dated September 2, 1999, Viacom has
agreed to pay Morgan Stanley a $10 million fee for advisory services rendered   
and to reimburse Morgan Stanley for reasonable expenses incurred. Of this $10   
million fee, $7.5 million is contingent upon the closing of the merger. Viacom  
has also agreed to indemnify Morgan Stanley and its affiliates, their           
respective directors, officers, agents and employees and each person, if any,   
controlling Morgan Stanley or any of its affiliates, against liabilities and    
expenses, including certain liabilities under the federal securities laws,      
arising out of Morgan Stanley's engagement. In the past, Morgan Stanley and its 
affiliates have provided financial advisory and financing services for Viacom   
and CBS and have received fees for the rendering of these services.             

CBS                                                                           

CBS retained Evercore to act as financial advisor to CBS and to render a  
fairness opinion, from a financial point of view, in connection with the        
merger. On September 5, 1999, Evercore delivered its oral opinion to the CBS    
Board of Directors which was subsequently confirmed in a written opinion, that, 
as of that date, the exchange ratio was fair, from a financial point of view,   
to the shareholders of CBS.                                                     

 The full text of the written opinion of Evercore is set forth as Annex I to
this joint proxy statement/prospectus and describes the assumptions made,       
general procedures followed, matters considered and limits on the review        
undertaken. Evercore's opinion is directed only to whether the exchange ratio   
is fair, from a financial point of view, to the holders of CBS common stock and 
does not constitute a recommendation of the merger over other courses of action 
that may be available to CBS or constitute a recommendation to any CBS          
shareholder as to how that shareholder should vote with respect to the merger.  
The summary of the opinion of Evercore set forth in this joint proxy            
statement/prospectus is qualified in its entirety by reference to the full text 
of such opinion, attached as Annex I. Shareholders of CBS are urged to read the 
opinion carefully and in its entirety.                                          
 In connection with rendering its opinion, Evercore has, among other things:
. analyzed various publicly available financial statements and other        
information relating to CBS and Viacom;                                 
. analyzed various internal financial statements and other non-public       
financial and operating data concerning CBS, which were prepared by and 
furnished to Evercore or reviewed for Evercore by the management of CBS,
and concerning Viacom, which were prepared by and furnished to Evercore 
or reviewed for Evercore by the management of Viacom;                   
. analyzed various financial projections for 1999 concerning CBS, which     
 were prepared by the management of CBS, and concerning Viacom, which were
prepared by the management of Viacom;                                   
. discussed the past and current operations and financial condition and the 
prospects of CBS with the management of CBS;                            

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. discussed the past and current operations and financial condition and the 
prospects of Viacom with the management of Viacom;                      
. reviewed the reported prices and trading activity of the CBS common stock 
and Viacom Class B common stock;                                        
. compared the market valuation and financial performance of CBS and Viacom 
with that of several other comparable publicly traded companies;        
. reviewed the financial terms to the extent available of certain           
comparable acquisition transactions;                                    
. participated in discussions and negotiations among representatives of     
CBS, Viacom, and their respective financial and legal advisers;         
. reviewed the merger agreement and the related exhibits and schedules;     
. reviewed various information concerning cost savings and combination      
benefits expected to result from the merger that was furnished to       
Evercore or reviewed for Evercore by the managements of CBS and Viacom; 
and                                                                     
. performed other analyses and examinations and considered other factors as 
Evercore in its sole judgment deemed appropriate.                       

For purposes of its analysis and opinion, Evercore assumed and relied,    
without independent verification, upon the accuracy and completeness of the     
information reviewed by Evercore or reviewed for Evercore. With respect to the  
financial projections of CBS and Viacom for 1999 which were furnished to        
Evercore by the managements of CBS and Viacom, and certain analyses concerning  
the potential cost savings and combination benefits expected to result from the 
merger which were reviewed for Evercore by the management of CBS, Evercore      
assumed that they were reasonably prepared on bases reflecting the best         
currently available estimates and good faith judgments of the future            
competitive, operating and regulatory environments and related financial        
performance of CBS and Viacom, respectively. Evercore did not make nor assume   
any responsibility for making any independent valuation or appraisal of the     
assets or liabilities of CBS or Viacom, nor was Evercore furnished with any     
such appraisals. Evercore's opinion was necessarily based on economic, market   
and other conditions as in effect on, and the information and agreements made   
available to Evercore as of the date of its opinion. Evercore assumed, with the 
approval of CBS, that the merger would qualify as a tax-free reorganization     
within the meaning of Section 368 of the Internal Revenue Code of 1986.         
Evercore's opinion did not address CBS' underlying business decision to effect  
the merger nor constitute a recommendation to any CBS shareholder as to how     
that shareholder should vote with respect to the merger. Furthermore, Evercore  
expressed no opinion as to the price or range of prices at which the shares of  
Viacom Class B common stock would trade at any future time.                     

For purposes of its analyses, Evercore primarily relied upon publicly     
available Wall Street research estimates for each company, and subsequently     
compared those estimates to internal budgets for 1999 for each company to       
confirm the reasonableness of the analysts' expectations.                       

For purposes of rendering its opinion, Evercore assumed, in all respects  
material to its analysis, that the representations and warranties of each party 
contained in the merger agreement were true and correct, that each party would  
perform all the covenants and agreements required under the merger agreement,   
and that all conditions to the consummation of the merger would be satisfied    
without being waived.                                                           

In connection with a presentation to the CBS Board on September 5, 1999,  
Evercore advised CBS' Board that, in evaluating the exchange ratio, Evercore    
had performed a variety of financial analyses with respect to CBS and Viacom,   
each of which material analysis is summarized below:                            

Historical Exchange Ratio Analysis. Evercore reviewed the daily closing   
prices of CBS common stock and Viacom Class B common stock to determine the     
implied exchange ratio based upon the relative prices of CBS common stock and   
Viacom Class B common stock for each considered time period. Evercore did so in 
order to analyze whether the agreed upon exchange ratio was consistent with the 
implied exchange ratio during                                                   

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these periods. Evercore analyzed the implied exchange ratio between CBS common  
stock and Viacom Class B common stock for various time periods between January  
2, 1998 and September 3, 1999. Evercore noted that the agreed to exchange ratio 
of 1.085 was within the range of historical implied exchange ratios in the      
periods examined. The historical implied exchange ratios for the periods are    
shown below:                                                                    

                                                                [Download Table]

                                                      CBS     Viacom    Implied 
                                                     Share    Class B   Exchange
                                                     Price  Share Price  Ratio  
                                                     ------ ----------- --------
                                                                                
September 3, 1999................................... $48.94   $45.06     1.0860 
10-Day Average......................................  47.81    42.59     1.1225 
20-Day Average......................................  46.71    41.86     1.1159 
30-Day Average......................................  46.15    42.10     1.0964 
45-Day Average......................................  45.86    42.91     1.0688 
60-Day Average......................................  45.07    42.43     1.0621 
90-Day Average......................................  44.63    41.73     1.0695 
1999 Year-to-Date Avg. (through 9/3/99).............  41.57    42.11     0.9871 
1998 Full-Year Average..............................  30.33    28.64     1.0591 
Merger Exchange Ratio...............................                     1.0850 

Contribution Analysis. Evercore analyzed the relative contributions of CBS
and Viacom to the pro forma combined company with respect to revenues,          
consolidated EBITDA, EBITDA less minority interest, adjusted to exclude         
minority interests in the EBITDA of Infinity for CBS and in Blockbuster for     
Viacom, equity market value, and enterprise value for the projected fiscal      
years ending in 1999 and 2000. Evercore did so in order to compare CBS'         
relative contribution to the combined company on these measurements to CBS' pro 
forma ownership of the combined company based on the exchange ratio. Evercore   
also reviewed the pro forma ownership of the combined company, taking into      
account each company's outstanding options and warrants on common stock treated 
under the treasury stock method. Evercore noted that the pro forma ownership    
percentage based on the exchange ratio was consistent with CBS' contribution of 
the measurements set forth below.                                               

                                                                [Download Table]

                                                   FY 1999E     FY 2000E   
                                                  ------------ ------------
                                                  CBS   Viacom CBS   Viacom
                                                  ----  ------ ----  ------
                                                                           
Contribution Percentage:                                                   
  Revenue........................................ 39.9%  60.1% 39.5%  60.5%
  Consolidated EBITDA............................ 52.0%  48.0% 52.2%  47.8%
  EBITDA Less Min. Int. (a)...................... 47.2%  52.8% 47.6%  52.4%
  Equity Market Value............................ 54.7%  45.3%             
  Enterprise Value............................... 53.0%  47.0%             
Pro Forma Economic Ownership Based on Exchange                             
 Ratio:                                                                    
  CBS............................................ 54.6%                    
  Viacom......................................... 45.4%                    

--------                                                                        
(a) Excludes 35.8% minority interest in Infinity for CBS and 17.7% minority     
interest in Blockbuster for Viacom.                                     

Pro Forma Merger Analysis. Primarily relying on Wall Street research      
estimates, Evercore analyzed the potential pro forma effects of the merger on   
CBS' projected free cash flow per share based on various assumptions regarding  
the merger. Evercore performed such analysis due to the fact that several Wall  
Street research analysts use projected free cash flow per share as one, among   
other, valuation measurements. For the purposes of this analysis, free cash     
flow was defined as EBITDA less interest expense less cash taxes less capital   
expenditures. This analysis indicated that the merger would initially be        
dilutive to CBS' free cash flow per share. The actual results achieved by the   
combined company may vary from projected results and the variations may be      
material.                                                                       

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Review of Selected Merger-of-Equals Transactions. Evercore reviewed the   
financial terms, to the extent publicly available, of nine selected merger-of-  
equals transactions, in order to compare the premiums implied in these          
transactions to the implied premium in the merger. Evercore reviewed the        
premiums implied in the selected merger-of-equals transactions relative to      
market value contributions, assuming a constant market capitalization based on  
closing stock prices prior to the announcement of such transactions.            

Evercore noted that, if the merger had closed on September 3, 1999,       
utilizing the Viacom closing stock price on September 3, 1999, and assuming the 
exchange ratio of 1.085, CBS shareholders would have received Viacom Class B    
common stock having a market value representing a discount of 0.1% to the CBS   
common stock September 3, 1999 closing price. Evercore compared this implied    
discount to the implied premiums/discounts for similar periods prior to public  
announcement in the following comparable merger-of-equals transactions:         

. Honeywell Inc./AlliedSignal Inc.;                                         

. GTE Corporation/Bell Atlantic Corporation;                                

. Wells Fargo & Company/Norwest Corporation;                                

. Monsanto Company/American Home Products Corporation;                      

. BankAmerica Corporation/NationsBank Corp.;                                

. First Chicago NBD Corporation/Banc One Corporation;                       

. Citicorp/Travelers Group, Inc.;                                           

. HFS Incorporated/CUC International Inc.; and                              

. NYNEX Corporation/Bell Atlantic Corporation.                              

In each of the above transactions, the shareholders of the first-named    
company were to receive shares of the second-named company. Evercore considered 
these merger-of-equals transactions to be reasonably similar to the merger, but 
none of these precedents is identical to the merger.                            

The following table presents the premiums or discounts contemplated in the
merger and implied in these other transactions, from the perspective of the     
shareholders of the first-named company, compared with the previous trading day 
closing price per share:                                                        

                                                                [Download Table]

                                         Premium to Prior Day Closing Price
                                         ----------------------------------
                                                                           
CBS/Viacom..............................                -0.1%              
Precedent "Merger-of-Equals"                                               
 Transactions:                                                             
  Average...............................                 3.5%              
  Median................................                 5.5%              
  Low...................................                -5.8%              
  High..................................                 9.3%              

Evercore noted that the discount of 0.1% for the CBS/Viacom merger was    
within the range of 5.8% -- 9.3% discount/premium for the other transactions    
analyzed.                                                                       

 Selected Comparable Company Analysis. Evercore compared selected financial,
market and operating information of CBS with corresponding data of other        
selected publicly traded companies with similar operations to those of CBS, in  
order to compare CBS' public market valuation to public companies with similar  
operations. Evercore compared the adjusted enterprise value to adjusted EBITDA  
multiples of the consolidated CBS Corporation to a selected group of publicly   
traded radio broadcasting and outdoor advertising companies. Adjusted           
enterprise value for a given company was defined as total enterprise value,     
which is equity market value plus total debt and preferred stock, less cash and 
cash equivalents, less the value of unconsolidated stakes in other companies,   
less the value of segments within the company that trade at multiples that are  
significantly different from the rest of the company, and plus the value of any 
minority stakes in consolidated businesses.                                     

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Adjusted EBITDA for a given company was defined as EBITDA less the EBITDA       
contributed by segments within the company that trade at multiples that are     
significantly different from the rest of the company. This selected group of    
publicly traded radio broadcasting and outdoor advertising companies was        
comprised of:                                                                   

. AM/FM Inc.;                                                               

. Citadel Communications Corporation;                                       

. Clear Channel Communications, Inc.;                                       

. Cox Radio, Inc.;                                                          

. Cumulus Media, Inc.;                                                      

. Emmis Communications Corporation;                                         

. Entercom Communications Corp.;                                            

. Hispanic Broadcasting Corporation;                                        

. Infinity Broadcasting Corporation;                                        

. Radio One, Inc.; and                                                      

. Saga Communications, Inc.                                                 

  Evercore selected these radio broadcasting and outdoor advertising companies
because Evercore considered them to have operations similar to the operations   
of CBS in this business segment. All multiples were calculated based on closing 
prices as of September 3, 1999. For the comparable companies, EBITDA            
projections were based on publicly available Wall Street research estimates.    
Evercore noted that the closing price of CBS common stock on September 3, 1999  
of $48.94 represented a multiple of EBITDA that was within the range found for  
the CBS-comparable companies set forth above. To illustrate, Evercore           
highlighted the following multiples of adjusted enterprise value to adjusted    
1999E and 2000E EBITDA:                                                         

                                                                [Download Table]

                                                          Adj. Enterprise      
                                                       Value to Adj. EBITDA    
                                                       ----------------------- 
                                                        FY 1999E     FY 2000E  
                                                       ----------   ---------- 
                                                                               
CBS Consolidated......................................       20.8x        18.2x
Radio & Outdoor Advertising(a):                                                
  Average.............................................       22.5x        19.5x
  Low.................................................       13.4x        12.0x
  High................................................       28.7x        24.2x

--------                                                                        
(a) The analysis of Radio & Outdoor comparables excludes Hispanic Broadcasting  
because its multiples were not in line with other comparables.          

  Evercore compared the adjusted enterprise value to adjusted EBITDA multiples
of CBS, excluding its majority-owned stake in Infinity, to a selected group of  
publicly traded television broadcasting companies. Evercore looked at CBS       
excluding Infinity due to the fact that many Wall Street research analysts also 
analyze CBS in this manner in order to isolate the implied valuation of the     
non-radio/outdoor advertising assets. In doing so, Evercore excluded the        
financial impact of Infinity on the EBITDA of CBS. Evercore also reduced the    
enterprise value of CBS used in the calculation by an amount equal to the       
market value of Infinity common stock held by CBS plus Infinity's net debt      
balance.                                                                        

The group of publicly traded television broadcast companies selected for  
this comparative analysis was comprised of:                                     

. A.H. Belo Corporation;                                                    

. Granite Broadcasting Corporation;                                         

. Hearst-Argyle Television, Inc.;                                           

. Paxson Communications Corporation;                                        

. Sinclair Broadcasting Group, Inc.;                                        

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. United Television, Inc.; and                                              

. Young Broadcasting, Inc.                                                  

Evercore selected these television broadcasting companies because Evercore
considered them to have operations similar to the operations of CBS, excluding  
Infinity, in this business segment. All multiples were calculated based on      
closing prices as of September 3, 1999. For the comparable companies, EBITDA    
projections were based on publicly available Wall Street research estimates.    
Evercore noted that the closing price of CBS common stock on September 3, 1999  
of $48.94 represented a multiple of EBITDA that was within the range found for  
the CBS-comparable companies set forth above. Evercore highlighted the          
following multiples of adjusted enterprise value to adjusted 1999E and 2000E    
EBITDA:                                                                         

                                                                [Download Table]

                                                          Adj. Enterprise      
                                                       Value to Adj. EBITDA    
                                                       ----------------------- 
                                                        FY 1999E     FY 2000E  
                                                       ----------   ---------- 
                                                                               
CBS Excluding Infinity(a) ............................       19.2x        16.8x
Television Broadcasting(b):                                                    
  Average.............................................       12.0x        10.9x
  Low.................................................        9.0x         7.9x
  High................................................       14.2x        12.9x

--------                                                                        
(a) Also excludes TV network and Internet assets.                               
(b) The analysis of Television Broadcasting comparables excludes Paxson         
Communications because its multiples were not in line with other        
comparables.                                                            

  Evercore also compared financial, market and operating information of Viacom
with corresponding data of other selected publicly traded companies with        
similar operations. Evercore compared the adjusted enterprise value to adjusted 
EBITDA multiples of Viacom to a selected group of publicly traded entertainment 
companies. The selected group of publicly traded entertainment companies was    
comprised of:                                                                   

. The Walt Disney Company;                                                  

. The News Corporation Limited;                                             

. Time Warner Inc.;                                                         

. The Seagram Company Ltd.;                                                 

. Fox Entertainment Group, Inc.; and                                        

. USA Networks, Inc.                                                        

 Evercore selected these entertainment companies because Evercore considered
them to have operations similar to the operations of Viacom. All multiples were 
calculated based on closing prices as of September 3, 1999. For the comparable  
companies, EBITDA projections were based on publicly available Wall Street      
research estimates. Evercore noted that the closing price of Viacom Class B     
common stock on September 3, 1999 of $45.06 represented a multiple of Adjusted  
EBITDA that was within the range found for the Viacom-comparable companies set  
forth above. To illustrate, Evercore highlighted the following multiples of     
adjusted enterprise value to adjusted 1999E and 2000E EBITDA:                   

                                                                [Download Table]

                                                          Adj. Enterprise      
                                                        Value to Adj. EBITDA   
                                                       ----------------------- 
                                                        FY 1999E     FY 2000E  
                                                       ----------   ---------- 
                                                                               
Viacom(a).............................................       20.2x        17.5x
Entertainment Comparable Firms(b):                                             
  Average.............................................       16.3x        13.8x
  Low.................................................       12.2x         9.8x
  High................................................       20.8x        17.8x

--------                                                                        
(a) Excludes Blockbuster.                                                       

(b) The analysis of Entertainment comparables excludes News Corp. due to its    
relatively high concentration on publishing operations.                 

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No company used in the comparable company analyses summarized above is    
identical to CBS or Viacom. Accordingly, any analysis of the fairness of the    
consideration to be received by the holders of CBS common stock in the merger   
involves complex considerations and judgments concerning differences in the     
potential financial and operating characteristics of the comparable companies   
and other factors in relation to the trading values of the comparable           
companies.                                                                      

Selected Comparable Transaction Analysis. Evercore reviewed the implied   
transaction multiples paid in selected comparable merger and acquisition        
transactions and compared these multiples to the multiples implied by the       
consideration paid to CBS shareholders in the merger. Evercore did so in order  
to compare the multiples paid in those transactions to the multiple implied in  
the merger. Evercore noted that, if the merger had closed on September 3, 1999, 
utilizing the closing price of Viacom Class B common stock on September 3, 1999 
of $45.06, and assuming the exchange ratio of 1.085, CBS shareholders would     
have received Viacom Class B common stock having a market value equal to $48.89 
per each share of CBS common stock owned. Evercore analyzed the adjusted        
enterprise value of CBS, derived from this implied price per share, as a        
multiple of adjusted EBITDA and compared this multiple to multiples of EBITDA   
paid in selected mergers and acquisitions of radio broadcasting and outdoor     
advertising companies. The following selection of mergers and acquisitions of   
radio broadcasting and outdoor advertising companies was used for purposes of   
this analysis:                                                                  

. Chancellor Media Outdoor Corporation/Lamar Advertising Co.                

. Outdoor Systems, Inc./Infinity Broadcasting Corporation                   

. Jacor Communications, Inc./Clear Channel Communications, Inc.             

. Capstar Broadcasting Corporation/Chancellor Media Corp.                   

. Universal Outdoor Holdings, Inc./Clear Channel Communications, Inc.       

. American Radio Systems Corporation/CBS Corporation                        

. SFX Broadcasting, Inc./Capstar Broadcasting Corporation                   

. Viacom Radio/Evergreen Media Corp.                                        

. Chancellor Media Corp./Evergreen Media Corp.                              

. Infinity Broadcasting Corporation/Westinghouse Electric Corporation       

  Evercore also performed this analysis for the following selection of mergers
and acquisitions involving television broadcasting companies:                   

. Gaylord Entertainment/CBS Corporation                                     

. Kelly Broadcasting/Hearst-Argyle Television, Inc.                         

. Pulitzer Publishing Company (TV & Radio)/Hearst-Argyle Television, Inc.   

. Sullivan Broadcasting/Sinclair Broadcast Group, Inc.                      

. LIN Television Corporation/Hicks Muse Tate & Furst                        

. Heritage Media Corporation/The News Corporation Limited                   

. Heritage Media Corporation/Sinclair Broadcast Group, Inc.                 

. A.H. Belo Corporation/Scripps Howard                                      

. Argyle TV/Hearst-Argyle Television, Inc.                                  

. Providence Journal Company/A.H. Belo Corporation                          

. First Media Television, L.P./Meredith Corporation                         

. New World Communications Group, Inc./The News Corporation Limited         

. Renaissance Communications Corporation/Tribune Company                    

. Multimedia, Inc./Gannett Co., Inc.                                        

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Evercore selected these transactions because they involved companies in   
business segments in which CBS has operations. Evercore noted that the multiple 
implied by the merger as of September 3, 1999 is within the range of multiples  
paid in comparable transactions, and, therefore, that these analyses of         
multiples supported a fairness determination concerning the merger.             

                                                                [Download Table]

                                                     Transaction Value to EBITDA
                                                     ---------------------------
                                                                                
Merger Offer for CBS                                                            
  CBS Consolidated..................................            20.8x           
  CBS Excluding Infinity............................            19.2x           
Radio & Outdoor Transactions:                                                   
  Average...........................................            17.7x           
  Low...............................................            14.2x           
  High..............................................            21.0x           
Television Broadcasting Transactions:                                           
  Average...........................................            14.4x           
  Low...............................................             9.8x           
  High..............................................            23.3x           

  Additionally, Evercore analyzed the adjusted enterprise value of Viacom as a
multiple of adjusted EBITDA and compared this multiple to multiples of EBITDA   
paid in a selection of mergers and acquisitions of entertainment companies. The 
following selection of mergers and acquisitions of entertainment companies was  
used for purposes of this analysis:                                             

. PolyGram N.V./The Seagram Company Ltd.                                    

. Metro-Goldwyn-Mayer Inc./Management                                       

. Turner Broadcasting System, Inc./Time Warner Inc.                         

. CBS, Inc./Westinghouse Electric Corp.                                     

. Capital Cities/ABC, Inc./The Walt Disney Company                          

. MCA, Inc./The Seagram Company Ltd.                                        

. Blockbuster Entertainment Corporation/Viacom Inc.                         

. Paramount Communications Inc./Viacom Inc.                                 

Evercore selected these transactions because they involved companies in   
business segments in which Viacom has operations. Evercore noted that the       
multiple implied by Viacom's closing price on September 3, 1999 is within the   
range of multiples paid in comparable transactions.                             

                                                                [Download Table]

                                                                     Transaction
                                                                      Value to  
                                                                       EBITDA   
                                                                     -----------
                                                                                
Viacom (a)..........................................................    20.2x   
Entertainment Transactions (b):                                                 
  Average...........................................................    15.9x   
  Low...............................................................    12.3x   
  High..............................................................    21.0x   

--------                                                                        
(a) Excludes Blockbuster.                                                       
(b) The analysis of Entertainment transactions excludes Blockbuster             
  Entertainment Corporation/Viacom Inc. transaction due to the retail nature
of Blockbuster's business.                                              

 No transaction used in the comparable transaction analyses summarized above
is identical to the merger. Accordingly, any analysis of the fairness of the    
consideration to be received by the holders of CBS common stock in the merger   
involves complex considerations and judgments concerning differences in the     
potential financial and operating characteristics of the comparable             
transactions and other factors in relation to the acquisition values of the     
comparable companies.                                                           

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Discounted Cash Flow Analysis. Evercore estimated the present value of the
future stand-alone, unlevered free cash flows that could be produced by CBS.    
Such analysis is performed to determine the value that a current share might be 
worth based on various assumptions as set forth below. The net present value    
ranges were estimated by applying one-year forward terminal value multiples     
ranging from 16.0x to 18.0x 2004E EBITDA and discount rates ranging from 11.0%  
to 14.0%. Terminal value multiples were determined based on both current public 
and private market-based valuations, as well as Wall Street research analyst    
estimates. The discount rates were determined based on the weighted average     
cost of capital formulation, which utilizes the cost of both debt and equity    
for a company/investment. This analysis indicated a value per share of CBS      
common stock ranging from approximately $42.03 to $52.60, as compared to the    
per share price of $48.89 for CBS common stock that was implied by the exchange 
ratio as of September 3, 1999.                                                  

  Evercore also performed a discounted cash flow analysis for Viacom. Evercore
estimated the present value of the future stand-alone, unlevered free cash      
flows that could be produced by Viacom. The net present value ranges were       
estimated by applying one-year forward terminal value multiples ranging from    
16.0x to 18.0x 2004E EBITDA and discount rates ranging from 11.0% to 14.0%.     
Terminal value multiples were determined based on both current public and       
private market-based valuations, as well as Wall Street research analyst        
estimates. The discount rates were determined based on the weighted average     
cost of capital formulation, which utilizes the cost of both debt and equity    
for a company. This analysis indicated a value per share of Viacom Class B      
common stock ranging from approximately $42.80 to $53.18, as compared to the    
per share price for Viacom Class B common stock of $45.06 on September 3, 1999. 

Sum-of-the-Parts Analysis. Evercore estimated the value of CBS by         
calculating the implied value of its different components at different          
multiples and then adding these values to arrive at a value for the             
consolidated entity. Evercore performed such analysis as it allows for the      
different business segments of a company to be valued consistently with its     
respective comparable peer group. This methodology is also commonly employed by 
Wall Street research analysts as one, among other, valuation measurements. For  
this sum-of-the-parts valuation, Evercore valued CBS' syndication business at a 
range of 10.0x to 12.0x 2000E EBITDA, CBS' television segment at a fixed amount 
for the network and at a range of 13.0x to 15.0x 2000E EBITDA for its           
television stations, and CBS' cable network division at a range of 16.0x to     
18.0x 2000E EBITDA. The remaining businesses of CBS, consisting of corporate    
overhead, Internet assets, and CBS' stake in Infinity, were valued at fixed     
amounts. Evercore based its valuation ranges of these segments on both current  
public and private market-based valuations, as well as Wall Street analyst      
estimates. The sum-of-the parts valuation yielded a CBS common stock valuation  
range of $45.26 to $48.39 per share, as compared to the per share price of      
$48.89 for CBS common stock that was implied by the exchange ratio as of        
September 3, 1999.                                                              

 Evercore also estimated the value of Viacom with a similar sum-of-the-parts
analysis. Evercore used a range of values for each of Viacom's business         
segments and assets. These values were based on multiples of EBITDA,            
subscribers or revenues, or on other metrics such as market value or historical 
cost. The sum-of-the parts valuation yielded a Viacom Class B common stock      
valuation range of $44.60 to $51.83 per share, as compared to the per share     
price for Viacom Class B common stock of $45.06 on September 3, 1999.           

The foregoing summary does not purport to be a complete description of the
analyses performed by Evercore or of its presentation to CBS' Board. The        
preparation of financial analyses and a fairness opinion is not susceptible to  
partial analysis or summary description. Evercore believes that its analyses    
and the summary set forth above must be considered as a whole and that          
selecting portions of its analyses and the factors considered by it, without    
considering all analyses and factors, could create an incomplete view of the    
processes underlying the analysis conducted by Evercore and its opinion.        
Evercore has not indicated that any of the analyses which it performed had a    
greater significance than any other.                                            

  In determining the appropriate analyses to conduct and when performing those
analyses, Evercore made numerous assumptions with respect to industry           
performance, general business, financial, market and economic conditions and    
other matters, many of which are beyond the control of CBS or Viacom. The       
analyses which Evercore performed are not necessarily indicative of actual      
values or actual future results, which may be significantly more or less        
favorable than suggested by the analyses. The analyses were prepared solely as  
part                                                                            

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of Evercore's analysis as to whether the exchange ratio is fair, from a         
financial point of view, to the holders of CBS common stock. The analyses are   
not appraisals and the estimates of values of companies do not reflect the      
prices at which a company might actually be sold or the prices at which any     
securities may trade at the present time or at any time in the future.          

Evercore is a nationally recognized investment banking firm that is       
regularly engaged in the valuation of businesses and their securities in        
connection with mergers and acquisitions. CBS retained Evercore based on these  
qualifications as well as its familiarity with CBS and Viacom. Evercore has     
previously provided various investment banking and financial advisory services  
to CBS, for which Evercore received customary fees for the rendering of these   
services.                                                                       

Pursuant to the terms of an engagement letter with Evercore, CBS agreed to
pay Evercore a fee equal to $2,500,000 following delivery of Evercore's         
fairness opinion and $7,500,000 upon the completion of the merger. Whether or   
not the merger is completed, CBS has agreed under the engagement letter to      
reimburse Evercore for all its reasonable out-of-pocket expenses, including the 
reasonable fees and disbursements of its counsel, incurred in connection with   
its engagement by CBS, and to indemnify Evercore against liabilities and        
expenses in connection with its engagement.                                     

Directors, Management and Corporate Governance of the Combined Company          

Pursuant to the merger agreement, the proposed new Restated Certificate of
Incorporation and By-laws, and the stockholder agreement between National       
Amusements and CBS, Viacom, CBS and National Amusements have agreed to          
corporate governance arrangements which generally cannot be changed for three   
years following the merger without approval of at least 14 directors and, in    
some cases, approval of the combined company's shareholders. These corporate    
governance arrangements are described below.                                    

  Chairman and Chief Executive Officer. Mr. Redstone, the current Chairman and
CEO of Viacom, will remain the Chairman and CEO of the combined company         
following the merger. Mr. Redstone, as CEO, will be responsible, in             
consultation with the President and COO, for the combined company's corporate   
policy and strategy and will chair all Board and shareholder meetings at which  
he is present. If Mr. Redstone ceases to be the CEO at any time during the      
first three years following the merger, or if Mr. Redstone is no longer the CEO 
at the effective time of the merger, Mr. Karmazin will be the CEO and will      
retain the COO functions described below.                                       

President and Chief Operating Officer. Mr. Karmazin, the current President
and CEO of CBS, will be the President and COO of the combined company following 
the merger. The COO will report directly to the CEO and must consult with the   
CEO on all major decisions affecting the combined company. Mr. Karmazin, as     
COO, will be responsible for supervising, coordinating and managing the         
combined company's business, operations, activities, operating expenses,        
capital allocation, officers other than the CEO, and employees, including       
hiring, terminating, changing positions and allocating responsibilities of      
those officers and employees, other than hiring of the Chief Financial Officer, 
Controller and General Counsel, which can only be done by majority vote of the  
combined company's board. All officers, other than the CEO, and employees will  
report directly or indirectly to the COO. During the three-year period          
following the merger, Mr. Karmazin cannot be terminated or demoted, whether he  
is COO or CEO, and none of the COO functions may be changed, unless approved by 
a vote of at least 14 directors.                                                

 In a number of areas, Mr. Karmazin may not act without the approval of, and
the combined company's board may act by, a majority of the directors. As        
described below, ten of the 18 directors of the combined company are expected   
to be designees of Viacom or their successors and could therefore control       
actions which may be taken by a majority of the combined company's directors.   
In all other areas, Mr. Karmazin's authority to manage the combined company may 
be limited only by a supermajority of the Board of at least 14 directors. As a  
result, Mr. Karmazin will have an unusual degree of autonomy for a President    
and COO of a large                                                              

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corporation. For example, Mr. Karmazin may approve the acquisition or           
divestiture of an internet or internet related business meeting the criteria    
discussed below for under $100 million, subject to an aggregate $550 million    
limit, or the acquisition or divestiture of a radio or outdoor advertising      
business, subject to an aggregate $300 million limit, and can only be overruled 
in these decisions by a supermajority of 14 directors. Mr. Karmazin's ability   
to hire and terminate officers of the combined company without board approval   
is also unusual.                                                                

Board of Directors. At the effective time of the merger, the Board of     
Directors of Viacom will be expanded to 18 directors. The Board size may not be 
changed during the three-year period following the merger without the approval  
of at least 14 directors. Eight of the 18 directors initially will be           
individuals who were directors of CBS on September 6, 1999, or any independent  
directors of CBS subsequently appointed to the CBS Board of Directors, as       
selected by the CBS Board of Directors prior to the effective time of the       
merger. The Viacom Board, subject to the fiduciary duties of its members, and   
National Amusements, pursuant to its voting agreement with CBS, are required to 
take all action necessary to fill any vacancy in any of the eight CBS           
directorships with an independent director designated by a majority of the      
remaining CBS directors. No CBS director serving on the Viacom Board may be     
removed from office during the three-year period following the merger unless    
the removal is for cause and is approved by at least 14 directors. The          
remaining ten directors will be the Viacom directors immediately prior to the   
effective time of the merger. Of these ten directors, two must either be the    
current independent directors of Viacom or other disinterested, independent     
persons that are chief executive officers, chief operating officers, chief      
financial officers or former chief executive officers of a Fortune 500 company  
or a non-U.S. public company of comparable size. Subject to the preceding       
sentence, National Amusements, which is controlled by Mr. Redstone, through its 
majority ownership of Viacom Class A common stock, has the ability to cause the 
Viacom nominees to be elected to serve as the ten remaining directors.          

Actions of the Board of Directors. All actions to be taken by the Board of
Directors of Viacom following the merger will require the approval of at least  
14 directors, except for the actions specified below, which will require        
approval only by a majority of the Board:                                       

Acquisitions, Divestitures, Joint Ventures, Guarantees                        

. Any acquisition, equity investment or joint venture by Viacom or any of   
its subsidiaries for more than $25 million.                             

. Any divestiture or other sale of assets not in the ordinary course by     
Viacom or any of its subsidiaries for more than $25 million.            

. Any real estate purchase, sale or lease by Viacom or any of its           
subsidiaries for more than $25 million.                                 

. Any guarantee by Viacom or any of its subsidiaries of an obligation of a  
third party where the obligation guaranteed is more than $25 million.   

. Notwithstanding any of the above, any acquisition or divestiture by       
Viacom or any of its subsidiaries of:                                   

-- internet or internet related businesses for more that $25 million    
but less than $100 million, with the value thereof represented by 
multi-year commitments for advertising, promotion and content     
licensing, is excluded, so long as the aggregate of these         
acquisitions or divestitures, in each case, does not exceed $550  
million and                                                       

-- radio or outdoor advertising businesses for more than $25 million    
 but less than $100 million is excluded, so long as the aggregate of
these acquisitions or divestitures, in each case, does not exceed 
$300 million;                                                     

provided that:                                                            

-- any divestiture of shares of a publicly traded internet or internet  
related business with a value of up to $75 million is excluded and
will not be included in the calculation of any of the threshold   
amounts set forth above,                                          

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-- Board approval may be secured, but is not required, for any          
transaction of more than $25 million but less than $100 million   
where the regular meeting schedule of the Board so permits and is 
not otherwise required,                                           

-- the Board will be provided with information about and a status       
report on the transactions completed without Board approval and   

-- this limit of authority will be reviewed 12 months following the     
merger and may be amended only with the approval of 14 directors. 

. Any contract of Viacom or any of its subsidiaries not in the ordinary     
course with a value in excess of $25 million.                           

. Notwithstanding any of the above, any of the acquisitions, divestitures   
or other transactions described above that are approved by a majority of
 the Board will not be included in the calculation of any of the threshold
amounts for these transactions. For example, if a majority of the Board 
elects to approve the acquisition of an internet business for $100      
million, the $100 million would not count against the $550 million      
aggregate threshold above which this type of transaction would require  
majority Board approval.                                                

Employee Matters                                                              

. Employee benefit plans of Viacom or any of its subsidiaries: (1) creating 
a new plan, (2) suspending or terminating an existing plan or (3)       
adopting any amendment that materially increases costs to Viacom or any 
subsidiary.                                                             

. Entering into any modifications or amendments to the employment           
agreements with the CEO or the COO.                                     

General                                                                       

. The Annual Report on Form 10-K.                                           

. The proxy statement and notice of meeting, including annual or special    
meeting date, location, record date for voting.                         

. Any issuance of Viacom stock, or options, warrants or other similar       
rights, including stock appreciation rights or debt or other securities 
convertible into or exchangeable for Viacom stock.                      

. Any issuance of debt unless the debt is short term and is within the      
spending limits of the annual operating budget or is replacing existing 
debt.                                                                   

. Annual capital expenditure and annual operating budgets and individual    
capital expenditures in excess of $25 million for Viacom or any of its  
subsidiaries.                                                           

. Viacom or any of its subsidiaries pays a dividend or repurchases its      
stock from a third party.                                               

. Review and approval of any action or transaction where Board action is    
required by law, other than Section 141(a) of the Delaware General      
Corporation Law, or by the terms of the transaction, in all cases other 
than as specifically set forth in Viacom's proposed new Restated        
Certificate of Incorporation.                                           

. Review and approval of Board minutes.                                     

. Subject to other provisions of Viacom's proposed new Restated Certificate 
of Incorporation, determining Board administration, including number of 
 directors, meeting schedule, nominees, committees, director compensation,
 director and officer insurance authorization, internal investigations and
retention of advisors in connection with the foregoing, and decisions   
regarding indemnification of individuals.                               

. Subject to other provisions of Viacom's proposed new Restated Certificate 
of Incorporation, amendments to the proposed new Restated Certificate of
Incorporation and By-laws of Viacom.                                    

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. Commencement and settlement of major litigation.                          

. Selection of independent auditors.                                        

. All matters on which Viacom's Board of Directors has historically taken   
action other than:                                                      

-- matters relating to the subject matters addressed in this list and   
 not requiring the approval of the Board of Directors under Viacom's
proposed new Restated Certificate of Incorporation and            

-- those matters delegated to the COO, including all the COO functions  
set forth in Viacom's proposed new Restated Certificate of        
Incorporation.                                                    

Committees of the Board. The Board of Directors of Viacom may delegate any
of its responsibilities to a committee. During the three-year period following  
the merger, except with respect to the Compensation Committee and the Officers  
Nominating Committee described below, CBS directors must be represented on      
each committee in the same proportion as their representation on the full       
Board of Directors, with a minimum of one CBS director on each committee.       

Viacom's proposed new Restated Certificate of Incorporation specifically  
provides for two committees, the Officers Nominating Committee and the          
Compensation Committee:                                                         

  Officers Nominating Committee. The Officers Nominating Committee will be
   composed of the COO or, in the event Mr. Karmazin is CEO, the CEO. During
the three-year period following the merger, the Officers Nominating   
Committee has the power, subject to the powers of the Compensation    
Committee, to hire, elect, terminate, change positions, allocate      
responsibilities and determine non-equity compensation of officers and
  employees, other than the Chairman, CEO and COO. The Officers Nominating
   Committee will not, however, have the power to fill the position of Chief
Financial Officer, Controller or General Counsel without approval by a
majority of the Board of Directors, although the Officers Nominating  
  Committee will have the power to terminate the employment of the persons
holding those positions. Any action taken by the Officers Nominating  
Committee may be overturned by a vote of at least 14 directors.       

Compensation Committee. The Compensation Committee will be composed of
three CBS directors who are independent directors and three non-CBS   
directors, all of whom are independent. Except as set forth in the    
   following sentence, all compensation must be approved by the Compensation
  Committee. The Compensation Committee does not have the power to approve
 the annual compensation of any talent, as that term is commonly used in
the media or entertainment industries, or of any employee whose annual
 cash compensation, measured as salary plus target bonus is less than $1
   million. These powers are delegated to the Officers Nominating Committee.

 Subsidiaries. The CEO and COO will be elected or appointed to the boards of
directors of all public subsidiaries of Viacom following the merger. In         
addition, the Board of Directors of Viacom will have the right, in              
consultation with the COO or, if Mr. Karmazin is the CEO, the CEO, to           
implement corporate governance arrangements for any public subsidiary of        
Viacom consistent with the corporate governance arrangements contained in       
Viacom's proposed new Restated Certificate of Incorporation.                    

Miscellaneous. The combined company may not issue any stock or other      
securities, including authorized shares of Viacom Class A common stock and      
Viacom preferred stock, giving the holder the right to vote on any matter on    
which shareholders are entitled to vote, if National Amusements would, as a     
result of the issuance, no longer own a majority of the outstanding voting      
stock of the combined company. Any amendment, alteration, repeal or waiver of   
the provisions of the new proposed Restated Certificate of Incorporation        
summarized above requires the approval of at least 14 directors of the          
combined company.                                                               

Accounting Treatment                                                            

The merger will be accounted for as a purchase for financial accounting   
purposes in accordance with generally accepted accounting principles. For       
purposes of preparing Viacom's consolidated financial statements,               

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Viacom will establish a new accounting basis for CBS' assets and liabilities    
based upon their fair values, the merger consideration and the costs of the     
merger. Viacom believes that any excess of cost over the fair value of the net  
assets of CBS will be recorded as goodwill and other intangible assets. A final 
determination of the intangible asset lives and required purchase accounting    
adjustments, including the allocation of the purchase price to the assets       
acquired and liabilities assumed based on their respective fair values, has not 
yet been made. Accordingly, the purchase accounting adjustments made in         
connection with the development of the unaudited pro forma combined financial   
information appearing elsewhere in or incorporated by reference into this joint 
proxy statement/prospectus are preliminary and have been made solely for        
purposes of developing that pro forma information. Viacom will determine the    
fair value of CBS' assets and liabilities and will make appropriate purchase    
accounting adjustments, including adjustments to the amortization period of the 
intangible assets, upon completion of that determination.                       

Federal Income Tax Consequences                                                 

The following discussion summarizes the material United States federal    
income tax consequences of the merger assuming that it is consummated as        
contemplated by this joint proxy statement/prospectus. This discussion is based 
on the Internal Revenue Code, U.S. Treasury regulations, judicial decisions and 
administrative rulings as of the date hereof, all of which are subject to       
change, including changes with retroactive effect. The discussion below does    
not address any state, local or foreign tax consequences of the merger. This    
discussion assumes that shareholders hold such shares as capital assets. The    
tax treatment of a shareholder may vary depending upon the shareholder's        
particular situation, and some shareholders, including individuals who hold     
options in respect of CBS common stock, insurance companies, tax-exempt         
organizations, financial institutions or broker-dealers, and persons who are    
neither citizens nor residents of the United States or that are foreign         
corporations, foreign partnerships or foreign estates or trusts as to the       
United States, may be subject to special rules not discussed below.             

 Each CBS shareholder is urged to consult his, her or its own tax advisor as
to the particular tax consequences to him, her or it of the merger, including   
the applicability and effect of any state, local or foreign laws, and of        
changes in applicable tax laws.                                                 

Federal Income Tax Consequences of the Merger. The material federal income
tax consequences of the merger of CBS directly into Viacom will be as follows   
and Cravath, Swaine & Moore, counsel to CBS, and Paul, Weiss, Rifkind, Wharton  
& Garrison, counsel to Viacom, have each rendered an opinion to such effect:    
 (1) The merger will qualify as a reorganization under Section 368(a) of
the Internal Revenue Code and each of CBS and Viacom will be a party to     
that reorganization within the meaning of Section 368(b) of the Internal    
Revenue Code.                                                               
(2) CBS shareholders will not recognize any income, gain or loss as a 
result of the receipt of Viacom Class B common stock or Viacom Series C     
preferred stock, except for any payment received in lieu of fractional      
shares and to the extent that any payment by Viacom of transfer taxes is    
treated as taxable consideration received by the CBS shareholders.          
(3) A CBS shareholder's tax basis for the shares of Viacom Class B    
common stock or Viacom Series C preferred stock received in the merger,     
including any fractional share interest for which payment is received, will 
equal such shareholder's tax basis in the shares of CBS common stock or CBS 
Series B preferred stock exchanged therefor.                                
(4) A CBS shareholder's holding period for the Viacom Class B common  
stock or Viacom Series C preferred stock received in the merger will        
include the period during which the shares of CBS common stock or CBS       
Series B preferred stock exchanged therefor were held.                      

Neither Viacom nor CBS has requested or will request an advance ruling from the 
Internal Revenue Service as to whether the merger qualifies as a reorganization 
under Section 368(a) of the Internal Revenue Code. An opinion of counsel is not 
binding on the Internal Revenue Service or the courts.                          

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Further, the opinions of Cravath, Swaine & Moore and Paul, Weiss, Rifkind,      
Wharton & Garrison referred to above are based on, among other things, current  
law and representations as to factual matters made by, among others, CBS and    
Viacom. Any change in current law, which may or may not be retroactive, or      
failure of any such factual representations to be true, correct and complete in 
all material respects would jeopardize the conclusions reached by counsel in    
their opinions. Neither CBS nor Viacom is currently aware of any facts or       
circumstances that would cause any representations made by it to Cravath,       
Swaine & Moore and Paul, Weiss, Rifkind, Wharton & Garrison to be untrue or     
incorrect in any material respect.                                              

Viacom and CBS have requested a private letter ruling from the Internal   
Revenue Service that a merger of CBS into Viacom/CBS LLC will be viewed, for    
purposes of determining qualification under Section 368(a) of the Internal      
Revenue Code, as a merger of CBS into Viacom. A non-waivable condition of the   
merger of CBS into Viacom/CBS LLC is that Cravath, Swaine & Moore and Paul,     
Weiss, Rifkind, Wharton & Garrison provide opinions in substance identical to   
those in paragraphs (1) through (4) above.                                      

  Payment received by a CBS shareholder in lieu of a fractional share interest
of Viacom Class B common stock or Viacom Series C preferred stock will be       
treated as having been received in exchange for the fractional share interest   
of Viacom Class B common stock or Viacom Series C preferred stock that the      
shareholder would otherwise have been entitled to receive. This receipt of this 
payment will result in gain or loss measured by the difference between the tax  
basis allocable to the fractional share interest and the amount of payment      
received. The gain or loss will be capital gain or loss to the shareholder.     

Viacom and CBS do not believe that any significant transfer taxes will be 
payable as a consequence of the merger. Viacom's payment of any transfer taxes  
that, to the knowledge of Viacom and CBS, may be payable as a consequence of    
the merger should not be treated as taxable consideration received by CBS       
shareholders in the merger. If the payment of any such taxes were treated as    
taxable consideration, the CBS shareholders would recognize income or gain in   
an amount not in excess of the amount of such taxable consideration.            

 Viacom's obligation to complete the merger is conditioned upon, among other
things, its receipt of an opinion from Paul, Weiss, Rifkind, Wharton & Garrison 
that the merger will be treated as a reorganization under Section 368(a) of the 
Internal Revenue Code and that Viacom and CBS will each be a party to the       
reorganization within the meaning of Section 368(b) of the Internal Revenue     
Code. The obligation of CBS to complete the merger is conditioned upon, among   
other things, CBS's receipt of an opinion from Cravath, Swaine & Moore that the 
merger will be treated as a reorganization under Section 368(a) of the Internal 
Revenue Code and that Viacom and CBS will each be a party to the reorganization 
within the meaning of Section 368(b) of the Internal Revenue Code. These        
opinions of counsel will be based in part upon representations, made as of the  
effective time of the merger, by Viacom and CBS, which each counsel will assume 
to be true, correct and complete. If the representations are inaccurate, the    
opinions of counsel could be adversely affected.                                

Backup Withholding. Under the backup withholding rules, a holder of CBS   
common stock or CBS Series B preferred stock may be subject to backup           
withholding at the rate of 31% with respect to payment received in exchange for 
the fractional share interest unless the shareholder:                           

.  is a corporation or comes within other exempt categories and, when       
required, demonstrates this fact or                                   

.  provides a taxpayer identification number and certifies that the         
taxpayer identification number is correct and the taxpayer is not     
subject to backup withholding for specified reasons, and otherwise    
complies with applicable requirements of the backup withholding rules.

Any amount withheld under these rules will be credited against the        
shareholder's federal income tax liability.                                     

Reporting Requirements. CBS shareholders will be required to attach a     
statement to their tax returns for the taxable year in which the merger is      
completed that contains the information set forth in Treasury Regulation 1.368- 
3(b) of the Department of Treasury regulations. The statement must include the  
tax basis in the CBS common stock or CBS Series B preferred stock surrendered   
and a description of the Viacom Class B common stock or Viacom Series C         
preferred stock received in the merger.                                         

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Merger Consideration                                                            

At the effective time of the merger, each outstanding share of CBS common 
stock will be converted into the right to receive 1.085 fully paid and          
nonassessable shares of Viacom non-voting Class B common stock and each         
outstanding share of CBS Series B preferred stock will be converted into the    
right to receive 1.085 fully paid and non-assessable shares of Viacom Series C  
preferred stock, except that a payment will be made in lieu of fractional       
shares as described below. Any shares of CBS common stock or CBS Series B       
preferred stock held by any direct or indirect wholly owned subsidiary of       
Viacom or CBS will be included in the exchange, but any shares of CBS common    
stock or CBS Series B preferred stock held by Viacom or CBS will not be         
included, as described in the next paragraph. As of the effective time of the   
merger, all shares of CBS common stock and CBS Series B preferred stock will no 
longer be outstanding, will automatically be cancelled and will cease to exist, 
and each holder of a certificate representing any shares of CBS common stock or 
CBS Series B preferred stock will cease to have any rights other than the right 
to receive the merger consideration. The exchange ratio was determined through  
arm's-length negotiations between CBS and Viacom.                               

As of the effective time of the merger, any shares of CBS common stock and
CBS Series B preferred stock owned immediately prior to the effective time of   
the merger by Viacom or CBS, excluding any shares held by any direct or         
indirect wholly owned subsidiary of Viacom or CBS, will be cancelled and        
retired and will cease to exist and no consideration will be delivered in       
exchange for these shares.                                                      

Conversion of Shares; Procedures for Exchange of Certificates; Fractional       
Shares                                                                          

The conversion of CBS common stock into the right to receive Viacom non-  
voting Class B common stock, CBS Series B preferred stock into the right to     
receive Viacom Series C preferred stock and, in both cases, the right to        
receive payment instead of fractional shares will occur automatically at the    
effective time of the merger. As soon as practicable after the effective time   
of the merger, a bank or trust company designated by Viacom and reasonably      
acceptable to CBS, in its capacity as exchange agent, will send a transmittal   
letter to each former CBS shareholder. The transmittal letter will contain      
instructions on how to obtain shares of Viacom Class B common stock in exchange 
for shares of CBS common stock and shares of Viacom Series C preferred stock in 
exchange for shares of CBS Series B preferred stock. CBS shareholders should    
not send in their stock certificates until they receive the transmittal letter  
and accompanying materials from the exchange agent.                             

 In the event of a transfer of ownership of CBS common stock or CBS Series B
preferred stock which is not registered in the records of CBS' transfer agent,  
a certificate representing the proper number of shares of Viacom Class B common 
stock or CBS Series B preferred stock, as appropriate, may be issued to a       
person other than the person in whose name the certificate surrendered is       
registered if the certificate is properly endorsed or otherwise is in proper    
form for transfer and the person requesting the issuance pays any required      
transfer or other taxes required by reason of the issuance of shares of Viacom  
Class B common stock or CBS Series B preferred stock to a person other than the 
registered holder of the certificate or establishes to the satisfaction of      
Viacom that the taxes have been paid or are not applicable.                     

All shares of Viacom Class B common stock issued upon conversion of shares
of CBS common stock and shares of Viacom Series C preferred stock issued upon   
conversion of shares of CBS Series B preferred stock, together with any payment 
in lieu of fractional shares of Viacom Class B common stock or Viacom Series C  
preferred stock, will be deemed to have been issued and paid in full            
satisfaction of all rights pertaining to the shares of CBS common stock or      
preferred stock, subject to Viacom's obligation to pay any dividends or make    
any other distributions with a record date after the effective time of the      
merger that may have been declared or made by Viacom on shares of Viacom Class  
B common stock or Viacom Series C preferred stock after the effective time of   
the merger and which remain unpaid prior to the issuance of Viacom Class B      
common stock in exchange for CBS common stock or Viacom Series C preferred      
stock in exchange for CBS Series B preferred stock.                             

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No fractional shares of Viacom Class B common stock will be issued to any 
CBS shareholder upon surrender of certificates previously representing CBS      
common stock. For each fractional share of Viacom Class B common stock that     
would otherwise be issued, Viacom, through the exchange agent, will pay to CBS  
shareholders an amount equal to the product obtained by multiplying the         
fractional share interest to which the shareholder would otherwise be entitled  
by the 4:00 p.m. closing price for a share of Viacom Class B common stock as    
reported in The Wall Street Journal (Northeast edition), or, if there is no     
such report in The Wall Street Journal, any other authoritative source, on the  
first trading day immediately following the effective time of the merger.       

No fractional shares of Viacom Series C preferred stock will be issued to 
any CBS shareholder upon surrender of certificates previously representing CBS  
Series B preferred stock. For each fractional share of Viacom Series C          
preferred stock that would otherwise be issued, Viacom, through the exchange    
agent, will pay to CBS shareholders an amount equal to the product of 1,000 and 
the closing price referred to in the preceding paragraph.                       

Litigation                                                                      

In September 1999, two purported shareholder class action lawsuits were   
filed against CBS and the members of the CBS Board of Directors; one in the     
Supreme Court of the State of New York, County of New York, and one in the      
Philadelphia County Court of Common Pleas. In the lawsuits, plaintiffs allege   
that the defendants have breached their fiduciary duties by entering into the   
merger agreement. The complaints seek an order declaring that defendants        
breached their fiduciary duties and requiring defendants to take steps to       
increase the short-term value of CBS stock through an active auction for        
control of CBS and other means; compensatory damages in an unspecified amount;  
costs and expenses; and such other relief as the courts may deem just and       
proper. CBS believes that the lawsuits are without merit and plans to defend    
vigorously against them.                                                        

Effective Time of the Merger                                                    

The effective time of the merger will be the time of the filing of the    
certificate of merger with the Secretary of State of the State of Delaware or   
any later time as is agreed upon by Viacom and CBS and specified in the         
certificate of merger.                                                          

Federal Securities Laws Consequences                                            

The Viacom Class B common stock and the Viacom Series C preferred stock to
be issued pursuant to the merger agreement will not be subject to any           
restrictions on transfer arising under the Securities Act of 1933, except for   
shares issued to any CBS shareholder who may be deemed to be an "affiliate" of  
CBS or Viacom for purposes of Rule 145 under the Securities Act. It is expected 
that each affiliate will enter into an agreement with Viacom providing that the 
affiliate will not transfer any Viacom Class B common stock or Viacom Series C  
preferred stock received in the merger except in compliance with the resale     
provisions of Rules 144 or 145 under the Securities Act or as otherwise         
permitted under the Securities Act. The merger agreement requires CBS to use    
reasonable best efforts to cause its affiliates to enter into these agreements, 
and CBS has represented and warranted that it has advised its affiliates of the 
resale restrictions imposed by applicable securities laws. This joint proxy     
statement/prospectus does not cover resales of Viacom Class B common stock or   
Viacom Series C preferred stock received by any person upon consummation of the 
merger, and no person is authorized to make any use of this joint proxy         
statement/prospectus in connection with any resale.                             

Stock Exchange Quotation                                                        

It is a condition to the consummation of the merger that the shares of    
Viacom Class B common stock to be issued pursuant to the merger agreement and   
into which the Viacom Series C preferred stock is convertible be authorized for 
listing on the New York Stock Exchange, subject to official notice of issuance. 
Viacom will file a listing application with the New York Stock Exchange.        

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The Viacom Series C preferred stock will not be listed on an exchange.    

Dissenters' Rights of Appraisal                                                 

Holders of CBS common stock and CBS Series B preferred stock are not      
entitled to dissenters' rights of appraisal in connection with the merger.      

Holders of Viacom Class A common stock and Viacom Class B common stock are
not entitled to dissenters' rights of appraisal as a result of the merger.      

Delisting and Deregistration of CBS Common Stock                                

If the merger is consummated, the shares of CBS common stock will be      
delisted from the NYSE, the Boston Stock Exchange, the Chicago Stock Exchange,  
the Pacific Exchange and the Philadelphia Stock Exchange and will be            
deregistered under the Exchange Act.                                            

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THE MERGER AGREEMENT AND
RELATED AGREEMENTS

The Merger Agreement                                                            

At the effective time of the merger, either CBS will merge with and into  
Viacom or CBS will merge with and into Viacom/CBS LLC. The merger of CBS into   
Viacom/CBS LLC will occur only if (1) guidance is received from the IRS, the    
United States Department of Treasury or other appropriate governmental          
authority and if the merger would not have an adverse tax effect to Viacom, CBS 
or their shareholders, as a result of which, if the merger were structured as a 
merger of CBS with and into Viacom/CBS LLC, each of Paul, Weiss, Rifkind,       
Wharton & Garrison and Cravath, Swaine & Moore continues to be able to deliver  
its opinion that the exchange of CBS common stock for Viacom Class B common     
stock and the exchange of CBS Series B preferred stock for Viacom Series C      
preferred stock will be tax-free for federal income tax purposes, and (2) the   
merger would not have an adverse tax effect to Viacom, CBS or their             
shareholders.                                                                   

Effective Time and Closing of the Merger                                      

The closing of the merger will take place on the first business day after 
the satisfaction or, if permissible, waiver of the conditions to closing set    
forth in the merger agreement. On the closing date, the merger will be          
consummated by filing (1) a certificate of merger with the Secretary of State   
of the State of Delaware and (2) articles of merger with the Department of      
State of the Commonwealth of Pennsylvania. The effective time of the merger     
will be the filing of the certificate of merger with the Secretary of State of  
the State of Delaware, or any later time as may be agreed by the parties and    
specified in the certificate of merger.                                         

Conversion of Securities                                                      

At the effective time of the merger, each share of CBS Series B preferred 
stock issued and outstanding immediately prior to the effective time of the     
merger, including any shares owned by any direct or indirect wholly owned       
subsidiary of Viacom or CBS but excluding any shares held in the treasury of    
CBS or owned by Viacom immediately prior to the effective time of the merger    
will be converted into the right to receive 1.085 shares of Viacom Series C     
preferred stock and each share of CBS common stock issued and outstanding       
immediately prior to the effective time of the merger, including any shares     
owned by any direct or indirect wholly owned subsidiary of Viacom or CBS, and   
any shares held by benefit plans or trusts, including Rabbi trusts, but         
excluding any shares to be cancelled pursuant to the following sentence, will   
be converted into the right to receive 1.085 shares of Viacom Class B common    
stock. At the effective time of the merger, each share held in the treasury of  
CBS and each share owned by Viacom immediately prior to the effective time of   
the merger will be cancelled and extinguished and no payment will be made for   
those shares. After the effective time of the merger, each certificate that     
previously represented shares of CBS common stock will represent only the right 
to receive Viacom Class B common stock into which the shares of CBS common      
stock are converted in the merger and payment instead of fractional shares of   
Viacom Class B common stock and each certificate that previously represented    
shares of CBS Series B preferred stock will represent only the right to receive 
Viacom Series C preferred stock into which the shares of CBS Series B preferred 
stock are converted in the merger and payment instead of fractional shares of   
Viacom Series C preferred stock.                                                

As soon as practicable after the effective time of the merger, a bank or  
trust company designated by Viacom and acceptable to CBS, in its capacity as    
exchange agent, will send a transmittal letter to each former CBS shareholder.  
The transmittal letter will contain instructions on how to obtain shares of     
Viacom Class B common stock in exchange for shares of CBS common stock and      
shares of Viacom Series C preferred stock in exchange for shares of CBS Series  
B preferred stock. CBS shareholders should not send in their stock certificates 
until they receive the transmittal materials from the exchange agent.           

Viacom's Proposed New Restated Certificate of Incorporation and By-laws         

  Viacom's proposed new Restated Certificate of Incorporation and By-laws give
effect to the governance arrangements agreed between Viacom and CBS. You can    
find more information on the governance arrangements in the sections titled     
"The Merger--Directors, Management and Corporate Governance of the Combined     
Company" and "Adoption of New Restated Certificate of Incorporation."           

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Representations and Warranties of Viacom and CBS                                

Viacom and CBS made mutual customary representations and warranties in the
merger agreement regarding the following:                                       

. corporate organization and qualification to do business of each of the    
companies and their subsidiaries;                                       

.  validity and effectiveness of charters and by-laws;                      

. capitalization of the companies;                                          

. authority to enter into the merger agreement;                             

. absence of conflicts between the merger agreement and the merger, on the  
one hand, and other contractual and legal obligations of the companies, 
on the other hand;                                                      

. requirement of consents, approvals, filings or other authorizations to    
enter into the merger agreement and consummate the merger;              

. possession and effectiveness of all permits and licenses and contracts    
necessary to carry on business as currently conducted;                  

. absence of material non-competition agreements;                           

. operation of business in material compliance with permits, licenses and   
applicable laws;                                                        

. compliance with all applicable SEC filing requirements and accuracy and   
completeness of SEC filings;                                            

. financial statements contained in SEC filings;                            

. absence of changes or events since December 31, 1998;                     

. litigation;                                                               

. employee benefit plans;                                                   

. labor matters;                                                            

. environmental matters;                                                    

. intellectual property;                                                    

. tax matters;                                                              

. Year 2000 compliance;                                                     

. opinion of financial advisors;                                            

. shareholder vote required to adopt the merger agreement;                  

. use of brokers;                                                           

. inapplicability of state anti-takeover provisions;                        

. in the case of CBS, that neither the merger agreement nor the merger      
would give rise to the exercise or issuance of rights under its         
shareholders' rights plan;                                              

.  in the case of CBS, Gaylord Entertainment Company's agreement and proxy  
to vote in favor of the merger; and                                   

.  in the case of Viacom, Viacom/CBS LLC has engaged in no business         
activities and no election has been made to treat Viacom/CBS LLC as a 
taxable entity.                                                       

None of the representations and warranties made in the merger agreement survive 
the closing of the merger.                                                      

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No Solicitation Provision                                                       

CBS has agreed not to, directly or indirectly, through any officer,       
director, agent or otherwise, initiate, solicit or knowingly encourage, or take 
any other action knowingly to facilitate, any inquiries or the making of any    
proposal that constitutes, or may reasonably be expected to lead to, any        
"competing transaction," which is defined in the merger agreement as any        
transaction, other than the merger, that would result in a third party or its   
shareholders acquiring more than 35% of the voting power of the CBS common      
stock then outstanding or more than 35% of the assets of CBS and its            
subsidiaries, taken as a whole, or enter into or maintain or continue           
discussions or negotiate with any person in furtherance of any related          
inquiries or to obtain a competing transaction, or agree to or endorse any      
competing transaction, or authorize any of the officers, directors or employees 
of CBS or any agent or representative of CBS to take any such action. CBS has   
agreed to notify Viacom as promptly as practicable of all the relevant material 
details relating to all inquiries and proposals that CBS, or any officer,       
director, employee, agent or representative, may receive relating to any of the 
foregoing matters.                                                              

  Notwithstanding the foregoing, prior to the adoption of the merger agreement
by the shareholders of CBS, the Board of Directors of CBS is not prohibited     
from:                                                                           

(1) furnishing information to, or entering into and engaging in       
discussions or negotiations with, any person that makes a bona fide         
unsolicited written proposal that the Board of Directors of CBS determines  
in good faith, after consultation with CBS' financial advisors and          
independent legal counsel, can be reasonably expected to result in a        
"superior proposal," which is defined in the merger agreement as any        
proposal that would result in a third party acquiring, directly or          
indirectly, more than 50% of the voting power of the outstanding CBS common 
stock or all or substantially all the assets of CBS and its subsidiaries,   
taken as a whole, for consideration which the Board of Directors of CBS     
determines in its good faith judgment to be more favorable to CBS'          
shareholders than the merger with Viacom, provided that CBS must notify     
Viacom of its intention to provide information to, or enter into            
negotiations with, a third party concerning a superior proposal, keep       
Viacom informed of the status and material terms of any superior proposal   
and enter into a confidentiality agreement with the third party on          
customary terms;                                                            

  (2) complying with its disclosure and other obligations under applicable
laws; or                                                                    

(3) failing to make or withdrawing or modifying its recommendation to 
shareholders regarding adoption of the merger agreement following the       
making of a superior proposal if the Board of Directors of CBS, after       
consultation with and based upon advice of independent legal counsel,       
determines in good faith that the action is necessary for the Board of      
Directors of CBS to comply with its fiduciary duties under applicable law.  

Mutual Covenants of Viacom and CBS                                              

Viacom and CBS have agreed as follows:                                        

. each company will cooperate to file the SEC documents necessary to        
complete the merger;                                                    

. Viacom will solicit consents and CBS will call and hold a shareholder's   
meeting to vote upon the adoption of the merger agreement and, in the   
case of Viacom, the adoption of the proposed new Restated Certificate of
Incorporation and the issuance of Viacom Class B common stock and Viacom
Series C preferred stock in connection with the merger;                 

. Viacom will solicit consents and CBS will solicit proxies in favor of the 
 adoption of the merger agreement and, in the case of Viacom, the adoption
of the proposed new Restated Certificate of Incorporation and the       
issuance of Viacom Class B common stock and Viacom Series C preferred   
stock in connection with the merger, unless it determines, after        
 receiving advice from independent legal counsel, that failure to do so is
 required in order for its directors to comply with their fiduciary duties
under applicable law;                                                   

. each company will promptly make all governmental filings necessary to     
consummate the merger and otherwise use best efforts to consummate the  
merger, including, if necessary, committing to or effecting             

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the disposition of those of its assets or businesses as are required to be
divested in order to obtain the consent of the FCC or to avoid or cause to
be removed any other legal impediment that would otherwise prevent or     
materially delay the consummation of the merger;                          

. each party will use reasonable best efforts to obtain any third party     
consents necessary, proper or advisable to consummate the merger;       

. each company will continue to allow the other company reasonable access   
to its corporate records;                                               

. Viacom's proposed new Restated Certificate of Incorporation and By-laws   
 following the merger will contain the indemnification provisions in favor
 of officers and directors that are contained in Viacom's current Restated
Certificate of Incorporation and By-laws;                               

. subject to dollar limitations, for six years following the merger the     
combined company will maintain directors' and officers' liability       
insurance covering those persons who are currently covered by CBS'      
directors' and officers' liability insurance policy on terms comparable 
to CBS' existing coverage;                                              

. each company will promptly notify the other company of any event that     
would likely cause any representation or warranty to be untrue or       
inaccurate or any covenant or condition not to be complied with or      
satisfied, or of any failure to comply with or satisfy any covenant or  
condition;                                                              

. neither company will take any action that would undermine the             
qualification of the merger as a tax-free reorganization under Section  
368 of the Internal Revenue Code;                                       

. Viacom will promptly prepare and submit an application to the New York    
 Stock Exchange for the listing of the new shares of Viacom Class B common
stock;                                                                  

. the companies will consult with each other regarding any public           
announcements they make concerning the merger;                          

. the Viacom Board of Directors will take all necessary action to increase  
the number of Board members to eighteen and to cause to be appointed    
eight designees of CBS;                                                 

. CBS will take the necessary action to render its shareholders' rights     
agreement inapplicable to the merger agreement and the merger;          

. Viacom will assume the debt and other liabilities and obligations of CBS; 

. CBS will notify Viacom of all persons that may be deemed affiliates of    
 CBS under Rule 145 of the Securities Act, and CBS will use its reasonable
best efforts to obtain from each affiliate a letter in which the        
affiliate agrees to comply with the resale restrictions of Rules 144 and
145 under the Securities Act following the merger;                      

. Viacom will take measures to give continuing employees credit under       
Viacom's benefit plans for prior service with CBS;                      

. both companies may establish retention and severance agreements           
consistent with terms and conditions set forth in the merger agreement; 

. CBS will exercise its rights under the Gaylord proxy to vote in favor of  
the merger;                                                             

. CBS will not take any action which would cause Viacom to be in violation  
of the tax matters agreement between CBS and Gaylord; and               

. Viacom will cause Viacom/CBS LLC to perform its obligations under the     
merger agreement.                                                       

Conduct of Business Prior to the Closing                                        

Viacom and CBS have each agreed that, subject to exceptions, between the  
execution of the merger agreement and the effective time of the merger, each    
company and its respective subsidiaries will:                                   

. conduct their businesses in the ordinary course of business and in a      
manner consistent with past practice;                                   

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. use their reasonable best efforts to preserve substantially intact their  
business organizations and to keep available the services of their      
current officers, employees and consultants; and                        

. use their reasonable best efforts to preserve their current relationships 
with customers, distributors, dealers, suppliers and other persons that 
have significant business relations with the companies.                 

Viacom and CBS have also agreed that subject to exceptions, prior to the  
effective time of the merger, without the prior written agreement of the other  
party, they and their subsidiaries will not:                                    

. amend or otherwise change their charters or by-laws in a manner that      
would have a material adverse effect;                                   

. with respect to CBS and its subsidiaries, issue, sell or otherwise        
dispose of equity securities, except for:                               

--the issuance of common stock upon the exercise of outstanding options 
and the conversion of CBS Series B preferred stock,               

--the issuance of common stock in connection with pending transactions, 

--the grant of options to purchase up to 22,200,000 shares of CBS       
common stock and                                                  

--the grant of options to purchase up to 12,500,000 shares of Infinity  
Broadcasting Corporation;                                         

. with respect to Viacom and its subsidiaries, issue, sell or otherwise     
dispose of equity securities, except for:                               

--the issuance of common stock upon the exercise of outstanding options 
and                                                                   

--the grant of options to purchase up to 6,000,000 shares of Viacom     
Class B common stock;                                             

. sell, encumber or otherwise dispose of any assets material to the         
 respective companies and their subsidiaries, taken as a whole, other than
in the ordinary course of business consistent with past practice;       

. declare, make or pay any dividend or other distribution other than:       

--intercompany cash dividends,                                          

--in the case of CBS and its subsidiaries, dividends made or paid by    
Infinity not to exceed $500,000,000 and                           

--in the case of Viacom and its subsidiaries, dividends made or paid by 
Blockbuster not to exceed $50,000,000;                            

. reclassify, combine, split, subdivide or redeem, purchase or otherwise    
acquire, directly or indirectly, any of their or their subsidiaries'    
capital stock;                                                          

. except in connection with acquisitions that individually do not exceed    
$200,000,000 and in the aggregate do not exceed $1,000,000,000 and      
except, in the case of CBS and its subsidiaries, in connection with     
pending transactions:                                                   

--acquire or otherwise invest in other companies or business            
organizations or                                                  

--incur any indebtedness other than in the ordinary course of business  
and other than in connection with refinancings;                   

. enter into or amend any material contract, agreement or transaction that  
would not be in the ordinary course of business and that would be       
reasonably likely to prevent or materially delay the consummation of the
merger;                                                                 

. authorize any capital expenditures which are in the aggregate in excess   
of the amounts currently budgeted for fiscal year 1999 and, with respect
to fiscal year 2000, 10% in excess of the 1999 amount, in each case for 
the respective companies and their subsidiaries taken as a whole;       

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. increase compensation to executive officers or employees, except in       
accordance with retention or severance arrangements generally agreed to 
between the parties or as required by law or any existing agreement and 
except for increases in the ordinary course of business consistent with 
past practice;                                                          

. grant any severance or termination pay to, or enter into, extend or amend 
any employment or severance agreement with, any director or executive   
officer or establish, enter into or amend any plan, agreement, trust,   
fund, policy or arrangement for the benefit of any director, executive  
officer or employee, except to grant any severance or termination pay or
to enter into, extend or amend any employment or severance agreements in
 the ordinary course of business in accordance with past practice with any
current or new employee other than a director or officer of the parent  
company, subject to an agreed upon retention bonus cap;                 

. materially change their accounting practices;                             

. make any tax election that, individually or in the aggregate, would have  
a material adverse effect, or settle or compromise any material tax     
liability;                                                              

. enter into any contract, agreement, lease, license, permit, franchise or  
other instrument or obligation which, if in existence and known prior to
the execution of the merger agreement, would have conflicted with the   
entrance into and performance of the merger agreement in a manner that  
would give rise to a material adverse effect; and                       

. CBS may not amend or modify the terms of the CBS Series B preferred stock 
without Viacom's written consent.                                       

Notwithstanding any of the foregoing:                                       

. CBS is not restricted from taking actions in connection with the          
consummation of the pending acquisition of Outdoor Systems on terms     
 previously agreed to or, unless Viacom has consented, on other terms that
would not be reasonably likely to have an impact that is both material  
and detrimental to CBS and its subsidiaries, taken as a whole;          

. Viacom is not restricted from consummating an exchange offer of           
Blockbuster shares owned by Viacom for shares of Viacom common stock    
owned by the shareholders of Viacom in accordance with procedures agreed
upon between Viacom and CBS;                                            

. neither Infinity nor Blockbuster is restricted from taking any action     
that would otherwise violate any of the restrictions on conduct of      
business prior to the effective time of the merger if its Board of      
Directors determines that the action is required to be taken in the     
exercise of the Board's fiduciary duties; and                           

. Viacom may solicit consents from its shareholders to approve the          
proposals described in this joint proxy statement/prospectus in lieu of 
holding a special meeting and soliciting proxies.                       

Stock Options and Employee Benefit Plans                                        

Stock Options and Other Stock Plans                                           

Each outstanding unexpired and unexercised option or warrant to purchase  
shares of common stock of CBS will be automatically converted at the effective  
time of the merger into an option or warrant to purchase shares of Viacom Class 
B common stock, in a number determined by multiplying the number of shares of   
CBS common stock that could have been purchased under the CBS option or warrant 
by the exchange ratio of 1.085. The exercise price of these options will equal  
the per-share exercise price of the corresponding CBS option or warrant divided 
by the exchange ratio. The substitute options or warrants will be subject to    
the same terms and                                                              

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conditions as the corresponding CBS options or warrants and the vesting of the  
options or warrants will accelerate on account of the merger to the extent      
provided in the applicable option or warrant. After the effective time of the   
merger:                                                                         

. all references to CBS in CBS' equity based compensation plans and         
agreements will be deemed to refer to Viacom; and                       

. Viacom will assume all of CBS' obligations with respect to the substitute 
options and warrants.                                                   

  Viacom will issue to each CBS option or warrant holder a document evidencing
its assumption of the options and warrants. Viacom has agreed to file a Form S- 
8 or other appropriate registration statement covering the shares of Viacom     
Class B common stock underlying the assumed options and warrants no later than  
one business day after the effective time of the merger and to keep the         
registration statement current.                                                 

Other Employee Arrangements                                                   

Viacom will recognize service with CBS under Viacom's employee benefit    
plans, except where the crediting would result in duplication of benefits, and  
will honor all personal and sick days accrued by CBS employees who continue     
employment with Viacom after the effective time of the merger.                  

Viacom may pay up to a total of $30 million to its employees as retention 
bonuses, payable on or after the effective time of the merger. Viacom has also  
established severance arrangements for its corporate staff, including the       
executive severance plans described in the section captioned "Interests of      
Persons in the Merger--Senior Management Arrangements--Viacom--Executive        
Severance Plans." CBS may also establish retention, severance and/or other      
compensation arrangements for its officers and employees as long as the total   
cost of those arrangements is not materially greater than the cost of Viacom's  
arrangements.                                                                   

Conditions to Closing                                                         

The obligations of Viacom and CBS to consummate the merger are subject to 
the satisfaction or waiver of the following conditions:                         

. Viacom shareholders approve:                                              

--the adoption of the merger agreement if CBS merges into Viacom;       

--the adoption of the proposed new Restated Certificate of              
Incorporation and the issuance of Viacom Class B common stock and 
Viacom Series C preferred stock in connection with the merger, if 
CBS merges into Viacom/CBS LLC;                                   

. expiration or termination of any applicable waiting period under the HSR  
Act;                                                                    

. no governmental authority or court having entered an order or taken other 
legal action making the merger illegal or otherwise prohibiting its     
consummation;                                                           

. the SEC having declared the Viacom registration statement, of which this  
joint proxy statement/prospectus forms a part, effective and there      
existing no stop order or other action to suspend the effectiveness of  
the registration statement;                                             

.the making by both companies of all required filings and notices, and the  
receipt by both companies of all required governmental consents, approvals
or other authorizations, other than those which, if not obtained, would   
not have a material adverse effect, at or after the effective time of the 
merger, on the business, results of operations or financial condition of  
CBS, Viacom and their subsidiaries, collectively taken as a whole;        

. authorization for listing on the New York Stock Exchange of the shares of 
Viacom Class B common stock to be issued to CBS shareholders and upon   
conversion of the CBS Series B preferred stock, subject to official     
notice of issuance;                                                     

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. the continued truthfulness and accuracy of the representations and        
warranties, except where the failure to be true or correct would not    
have, individually or in the aggregate, a material adverse effect, and  
the performance or compliance in all material respects with all material
agreements, and receipt from the other party of a certificate of an     
officer certifying to the foregoing; and                                

. each company having received an opinion from its tax counsel that the     
 merger will qualify as a tax-free reorganization under Section 368 of the
Internal Revenue Code.                                                  

Termination and Termination Fees                                                

 The merger agreement may be terminated and the merger abandoned at any time
prior to the closing date:                                                      

. by mutual written consent of Viacom and CBS;                              

. by either company if the transaction is not completed on or prior to      
August 31, 2000;                                                        

. by CBS upon written notice to Viacom of the existence of a competing      
proposal for the acquisition of more than 50% of the voting power of CBS
or all or substantially all of the assets of CBS and its subsidiaries,  
taken as a whole, for consideration which CBS' Board of Directors       
determines in its good faith judgment to be more favorable to CBS       
shareholders than the merger, provided, however, that termination       
 pursuant to this provision will not be effective until Viacom has had two
days within which to match the competing proposal and until CBS pays the
termination fee described below;                                        

. by either company if CBS does not receive the required shareholder        
approval;                                                               

. by either company upon the other company's breach of a representation,    
warranty, covenant or agreement, or if any representation or warranty   
becomes untrue, in either case so that the seventh condition to closing 
set forth above cannot be satisfied on or before August 31, 2000; or    

. by either company if a governmental authority has taken any final and     
non-appealable action prohibiting the consummation of the merger.       

 If CBS terminates the merger agreement in accordance with the provision set
forth in the third bullet point above, CBS is required to pay Viacom a          
termination fee of $1 billion. CBS is also required to pay Viacom a $1 billion  
termination fee if all of the following occur:                                  

. either company terminates the merger agreement as a result of the CBS     
shareholders failing to adopt the merger agreement;                     

. a competing proposal for the acquisition of more than 50% of the voting   
power or assets of CBS has been made public at or prior to the time of  
the failure to adopt the merger agreement; and                          

. within 12 months after termination, CBS consummates, or enters into a     
binding agreement with respect to, a competing proposal.                

The Voting Agreements                                                           

Simultaneously with the execution of the merger agreement, National       
Amusements, which is controlled by Mr. Redstone and which holds approximately   
68% of the voting power of Viacom, entered into a voting agreement with CBS in  
which it has agreed to vote all of its shares of Viacom Class A common stock in 
favor of the adoption of the merger agreement and against any proposals in      
opposition to the merger agreement. National Amusements has also agreed in the  
voting agreement not to transfer ownership of any of its shares of Viacom Class 
A common stock unless the transferee unconditionally agrees in writing to be    
bound by the voting agreement. The voting agreement terminates upon the earlier 
of the termination of the merger agreement or the effective time of the merger. 
National Amusements has also entered into a Voting Agreement with Viacom        
pursuant to which it has agreed to approve the amendment to the Viacom          
incentive plan.                                                                 

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The Stockholder Agreement                                                       

Simultaneously with the execution of the merger agreement, National       
Amusements also entered into a stockholder agreement with CBS, pursuant to      
which National Amusements has agreed, for a period of three years following the 
merger, to support the governance arrangements agreed to between Viacom and     
CBS. Among other things, National Amusements has agreed to:                     

. cause to be nominated and elected to the Viacom Board eight directors     
designated by CBS or by the CBS designees, so that there are eight CBS  
directors on the Viacom Board at all times;                             

. take all action necessary to ensure that any vacancy in a CBS             
directorship is filled immediately by an independent director designated
by a majority of the remaining CBS directors;                           

. take all action necessary to ensure that no CBS director is removed       
 unless the removal is for cause and is approved by at least 14 members of
the Viacom Board;                                                       

. take all action necessary to cause any vacancy in a seat currently held   
by a Viacom independent director to be filled by an independent director
that meets the qualifications stated in the proposed new Restated       
Certificate of Incorporation;                                           

. not take any action to amend, modify or repeal, or adopt provisions or    
take other actions that would be inconsistent with, the provisions of   
Viacom's proposed new Restated Certificate of Incorporation and By-laws 
that relate to the governance structure of Viacom during the three year 
period following the merger;                                            

. not transfer any of its shares of Viacom Class A common stock unless the  
transferee unconditionally agrees in writing to be bound by the         
stockholder agreement; and                                              

. take all action necessary to ensure that it or its transferees own at all 
times a majority of the outstanding shares of voting stock of Viacom.   

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INTERESTS OF PERSONS IN THE MERGER--SENIOR MANAGEMENT ARRANGEMENTS

In considering the respective recommendations of the Viacom Board and the 
CBS Board with regard to the merger, you should be aware that, as described     
below, several members of the respective managements and Boards of Directors of 
Viacom and CBS may have interests in the merger that are different from, or in  
addition to, your interests, and that may create potential conflicts of         
interest. Three executive officers of Viacom are members of the ten-person      
Viacom Board that approved the merger. Two executive officers of CBS are        
members of the 11-person CBS Board that approved the merger.                    

Viacom                                                                          

 Continuing Board Positions. All ten members of the current Viacom Board are
expected to continue as members of the Viacom Board following the effective     
time of the merger, including Messrs. Redstone, Dauman and Dooley.              

Employment Agreement with Mr. Redstone. Viacom entered into an employment 
agreement with Mr. Redstone to serve as its Chairman and CEO following the      
effective time of the merger. Mr. Redstone will receive an annual base salary   
of $1 million and an annual bonus, with an established target bonus of $5       
million and a maximum bonus of $10 million for calendar year 2000, prorated to  
reflect the actual number of days that the agreement is in effect during the    
year 2000. The target and maximum bonus amounts increase by 10% annually        
through 2003. Mr. Redstone will also receive deferred compensation of $2        
million during calendar year 2000, prorated to reflect the number of days the   
agreement is in effect during the year 2000, thereafter to be increased         
annually by 10% of his salary and deferred compensation for the preceding year. 
He will also receive a grant of options to purchase 2,000,000 shares of Viacom  
Class B common stock, vesting in three equal annual installments.               

Resignation Agreements. Pursuant to agreements entered into with Viacom on
September 6, 1999, Messrs. Dauman and Dooley have agreed to resign from Viacom  
effective at the effective time of the merger. Messrs. Dauman and Dooley will   
each continue to serve as Deputy Chairman and Executive Vice President of       
Viacom until the effective time of the merger and will each receive the         
following payments:                                                             

(1) as soon as practicable after their resignations:                        

. a one-time cash payment equal to the amount that would have been      
payable under their current employment agreements through their     
original terms, or December 31, 2003,                               

. payouts of all deferred compensation accounts and the balance of      
their accounts under the Viacom Excess Investment Plan, and         

. a transaction bonus in the amount of $5,000,000; and                  

(2) on the earlier of the effective time of the merger and the date on      
   which Viacom pays 1999 bonuses to its executive officers generally, the
greatest of:                                                        

. 110% of their respective bonuses received for 1998,                   

. amounts which, when added to their salary and deferred compensation   
payable for 1999, would produce the highest 1999 total cash         
compensation paid to any other executive officer of Viacom or any of
its affiliates, and                                                 

. an amount the Viacom Board determines is appropriate to compensate    
each executive for his contribution to Viacom in 1999.              

Assuming the merger is consummated on January 1, 2000 and the 1999 bonuses are  
paid at 110%, it is estimated that each of Messrs. Dauman and Dooley will       
receive aggregate payments under (1) and (2) above (excluding any payouts of    
deferred compensation accounts and Viacom Excess Investment Plan balances) of   
approximately $41 million.                                                      

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All equity-based compensation awards previously granted to Messrs. Dauman 
and Dooley will vest on the effective date of their resignation and each stock  
option will continue to be exercisable in accordance with its terms until       
December 31, 2003, subject to their compliance with the provisions of their     
resignation agreements. Each of Messrs. Dauman and Dooley's unexercised stock   
options have a value of approximately $114 million, assuming such options were  
exercised on November 19, 1999 at their applicable exercise price. In addition, 
Viacom will provide each of Messrs. Dauman and Dooley with an office that is    
comparable in quality and size to his current office at a location of his       
choice in midtown Manhattan, subject to Viacom's approval, and a secretary      
until December 31, 2003, or until he obtains full time employment, if earlier.  

Messrs. Dauman and Dooley will continue to participate in all savings,    
retirement, welfare and fringe benefit plans of Viacom, or will receive the     
cash equivalent of these benefits with an income tax gross up, through December 
31, 2003, or, with respect to any welfare benefit, the date on which they       
become entitled to comparable benefits through a subsequent employer, if        
earlier. Mr. Dauman will also receive all additional service credit necessary   
to provide him with 20 years of service under any Viacom plans for which that   
credit would entitle him to additional benefits.                                

 In the event that either executive is terminated by Viacom without "cause,"
or terminates his own employment for "good reason," as these terms are defined  
in their respective agreements, prior to the effective time of the merger, that 
executive will be entitled to all of the payments described above promptly      
following his termination, except for the $5 million transaction bonus, which   
will be paid at the effective time of the merger. If the merger agreement is    
terminated or the transactions contemplated by the merger agreement are         
abandoned, the Viacom Board will determine in its good faith discretion whether 
to pay Mr. Dauman and Mr. Dooley all or any part of the $5 million transaction  
bonus.                                                                          

The agreements provide for a gross-up payment to be made to Messrs. Dauman
and Dooley to eliminate the effects of any possible imposition under the        
Internal Revenue Code of the "golden parachute" excise tax on any payment or    
benefit they receive under their agreements or otherwise.                       

 Messrs. Dauman and Dooley will be bound by restrictive covenants, including
a noncompetition covenant that applies for one year following their termination 
of employment.                                                                  

  Executive Severance Plans. Viacom adopted executive severance plans covering
its approximately ten Senior Vice Presidents, which includes two Vice           
Presidents who are treated as Senior Vice Presidents for this purpose, and      
approximately 66 Vice Presidents that became effective on September 6, 1999 and 
continue in effect for one year following the effective time of the merger. The 
benefits provided under the executive severance plans are conditioned on the    
participant's execution of a release in favor of Viacom and replace the         
severance benefits provided to participants under their employment agreements   
with Viacom and any other Viacom severance plan, program, policy or             
arrangement.                                                                    

Upon a termination of a participant's employment by Viacom without "cause"
or by the participant for "good reason," as those terms are defined in the      
executive severance plans, Viacom will pay each participant a one-time cash     
payment equal to the sum of any earned, unpaid base salary, automobile          
allowance, vacation pay and pro-rated bonus through the date of termination and 
the base salary, target bonus, prorated for partial years, and automobile       
allowance he would have earned if he had remained employed for two years, in    
the case of a Vice President, or three years, in the case of a Senior Vice      
President. These payments will be made assuming increases in base salary and    
bonus compensation consistent with the participant's existing employment        
agreement and, after the expiration of such agreement, at an annualized rate    
consistent with the last regular increase under the agreement. For participants 
who do not have employment agreements and for participants whose employment     
agreements did not specify a rate of increase, the salary increase shall be a   
rate of increase, consistent with the participants' last regular increase prior 
to September 6, 1999, but not in excess of 8% per year.                         

All equity-based compensation awards previously granted to a participant  
will vest on the date of his or her involuntary termination, and each stock     
option will continue to be exercisable in accordance with its terms, for two    
years, in the case of a Vice President, and three years, in the case of a       
Senior Vice President, or through the option's original expiration date, if     
earlier.                                                                        

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Additionally, for two years following termination in the case of a Vice   
President and three years following termination in the case of a Senior Vice    
President, each participant will be entitled to participate in Viacom's         
medical, dental and life insurance plans until he or she secures full-time      
employment that provides him or her with comparable coverage, and will either   
be provided with car insurance or be reimbursed for his or her car insurance.   

On the date of termination, participants will be:                         
. credited with two years of additional age and service for Vice Presidents 
or three years of additional age and service for Senior Vice Presidents 
for all purposes under all qualified and non-qualified retirement plans 
of Viacom, and                                                          
. credited with two years of additional age and service for Vice Presidents 
or three years of additional age and service for Senior Vice Presidents 
 under Viacom's retiree welfare benefit plans. Any increases in the annual
amount credited to the accounts of active employees will apply to the   
participants.                                                           

In the case of Senior Vice Presidents only, for a period of one year      
following their termination, or, if earlier, until the participant secures      
full-time employment, they will be provided with an office comparable in both   
quality and size to the office they had prior to their termination, at a        
location of their choice, subject to Viacom's consent. Viacom will bear the     
cost of relocating the participant and will provide him or her with a           
secretary.                                                                      

Each participant will continue to be bound by the non-solicitation, non-  
disparagement, confidentiality and cooperation with litigation covenants in his 
existing employment agreement, but the non-competition covenant in each of the  
existing agreements will be waived by Viacom.                                   

The executive severance plans provide for a gross-up payment to be made to
the participants to eliminate the effects of the imposition under the Internal  
Revenue Code of the "golden parachute" excise tax, if any, on any payment or    
benefit they may receive under the executive severance plans or otherwise.      

CBS                                                                             

 Continuing Board Positions. Eight members of the CBS Board of Directors, to
be designated by the CBS Board prior to the effective time of the merger, will  
become members of the Viacom Board as of the effective time of the merger. One  
of the eight will be Mr. Karmazin.                                              

Stock Options. At November 19, 1999, approximately 9,583,398 shares of CBS
common stock were subject to options granted to executive officers and          
directors under compensatory equity-based plans of CBS. With limited            
exceptions, all of these outstanding CBS stock options that have not yet become 
exercisable, other than stock options granted on or after July 28, 1999, will   
become exercisable as a result of the merger.                                   

Restricted Stock. At November 19, 1999, approximately 8,768 shares of CBS 
common stock had been granted to executive officers and directors in the form   
of restricted stock awards under compensatory equity plans of CBS and were      
still subject to restrictions. All restrictions to which these restricted stock 
awards are subject will lapse and will be deemed earned as a result of the      
merger.                                                                         

Employment Agreement with Mr. Karmazin. In contemplation of the merger,   
Viacom entered into an employment agreement with Mr. Karmazin that becomes      
effective only upon the consummation of the merger, except for a stock "lock-   
up" provision described below, which became effective upon the signing of the   
employment agreement, and continues through December 31, 2003. Pursuant to the  
agreement, Mr. Karmazin will serve as the President and COO of Viacom.          

 Mr. Karmazin will receive an annual base salary of $1 million and an annual
bonus, with an established target bonus of $5 million and a maximum bonus of    
$10 million for calendar year 2000, prorated to reflect the                     

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actual number of days that the agreement is in effect during the year 2000,     
which target and maximum amounts will increase by 10% annually. Mr. Karmazin    
will also receive deferred compensation of $2 million during calendar year      
2000, prorated to reflect the number of days that the agreement is in effect    
during the year 2000, thereafter to be increased annually during the remainder  
of his employment in an amount equal to 10% of his salary and deferred          
compensation for the preceding year. The agreement provides for a grant of      
options to purchase 2,000,000 shares of Viacom Class B common stock, vesting in 
three equal annual installments. During his employment term, Mr. Karmazin will  
be provided with $5 million of life insurance. Mr. Karmazin will also be        
entitled to a gross-up for any "golden parachute" excise tax that may be        
imposed on him under the Internal Revenue Code as a result of any payment or    
benefit he receives under his agreement or otherwise.                           

The agreement provides that Mr. Karmazin will not, except in limited      
circumstances, sell or otherwise dispose of his shares of CBS common stock, or, 
following the merger, Viacom stock for the period beginning September 6, 1999,  
the date the agreement was signed, and ending three years after the effective   
time of the merger.                                                             

In the event of a termination of Mr. Karmazin's employment without "cause"
or his voluntary resignation for "good reason," as such terms are defined in    
his employment agreement, during the employment term Mr. Karmazin will be       
entitled to receive salary, bonus, deferred compensation, perquisites, medical  
and dental coverage, life insurance coverage for the balance of the employment  
term, a supplemental pension benefit under Viacom's Excess Pension Plan and an  
office including secretarial assistance for up to six months after his          
employment terminates. Also upon such termination, Mr. Karmazin's stock options 
including options that would have vested during the employment term will remain 
exercisable for six months following the date of termination but not beyond     
their expiration dates.                                                         

CBS has the right under the merger agreement to establish retention,      
severance and compensation arrangements for its officers and employees which    
are similar to the retention and severance arrangements described above in      
"Interests of Persons in the Merger--Senior Management Arrangements--Viacom"    
provided that the aggregate cost of such CBS arrangements does not materially   
exceed the aggregate cost of Viacom's similar arrangements. At present, CBS has 
not made any final determination as to the types of arrangements which it may   
establish or the officers or other employees who will be eligible to            
participate in such arrangements.                                               

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THE COMPANIES 

Viacom's Business                                                               

Viacom is a diversified entertainment company with operations in six      
segments:                                                                       

. Networks                                   . Parks                        

.Entertainment                               . Publishing                   

. Video                                      . Online.                      

Networks                                                                      

  Viacom owns and operates advertiser-supported basic cable television program
services and premium subscription television program services in the United     
States and internationally. Viacom's MTV Networks division includes such owned  
and operated program services as:                                               

. MTV: MUSIC TELEVISION in the United States, Europe and Latin America;     

. NICKELODEON in the United States, Latin America, Scandinavia, Japan and   
the Commonwealth of Independent States;                                 

. NICK AT NITE in the United States;                                        

. VH1 Music First in the United States, United Kingdom and Germany;         

. MTV's spin-off, MTV2 in the United States and Europe; and                 

. TV LAND in the United States.                                             

Viacom's MTV Networks division also participates in program services as a 
joint venturer, including MTV in Asia and Brazil and NICKELODEON in the United  
Kingdom and Australia.                                                          

Viacom's Showtime Networks Inc. subsidiary owns and operates SHOWTIME, THE
MOVIE CHANNEL(TM), and FLIX(R), and is a joint venture partner in and manager   
of the SUNDANCE CHANNEL(R). Also, Viacom is a joint venture partner in:         

. COMEDY CENTRAL(R), an advertiser-supported basic cable program service in 
the United States;                                                      

. GULF DTH LDC, a satellite direct-to-home platform offering programming in 
the Middle East; and                                                    

. NOGGIN(TM), a subscription-supported, non-commercial children's           
educational program service, which is distributed by cable and satellite
and includes a related online service.                                  

Entertainment                                                                 

The principal businesses of Viacom's Entertainment segment are:           

. PARAMOUNT PICTURES, which produces, acquires and distributes feature-     
length motion pictures;                                                 

. PARAMOUNT HOME VIDEO, which distributes motion pictures and television    
 product produced by Paramount and third parties on videocassette and disc
in the U.S. and Canada;                                                 

. PARAMOUNT TELEVISION, VIACOM PRODUCTIONS, SPELLING TELEVISION and BIG     
TICKET TELEVISION, which produce, acquire and distribute series,        
 miniseries, specials and made-for-television movies primarily for network
television, first-run syndication, pay television and basic cable       
television;                                                             

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. THE PARAMOUNT STATIONS GROUP, which owns and operates 17 television       
 stations and programs two additional stations pursuant to local marketing
agreements;                                                             

. FAMOUS PLAYERS, which owns and operates movie theatres in Canada; and     

. FAMOUS MUSIC, a music publisher.                                          

  Additionally, Viacom has joint venture interests in television broadcasting,
international motion picture and video distribution and television programming  
services, including:                                                            

. UNITED PARAMOUNT NETWORK, in which Viacom is a 50% joint venture partner. 
Pursuant to current FCC regulations, Viacom may not be permitted to     
maintain its 50% ownership interest together with ownership of the CBS  
network;                                                                

. UNITED INTERNATIONAL PICTURES (UIP); Viacom owns a one-third interest in  
this venture which distributes Paramount's, Universal's and MGM's motion
pictures outside the U.S. and Canada. MGM announced this year that it   
intends to withdraw from UIP effective October 31, 2000;                

. UNITED CINEMAS INTERNATIONAL (UCI); Viacom owns a 50% interest in this    
venture which owns and operates movie theatres in Europe, Latin America 
and Asia;                                                               

. CINEMA INTERNATIONAL B.V. (CIBV), in which Viacom currently is a 50%      
joint venture partner but has agreed to become the sole owner, which    
 distributes Paramount's motion pictures on videocassette and disc outside
the U.S. and Canada and acquires and distributes motion pictures and    
television product produced by third parties; and                       

. Various international television programming services, including the      
Movie Channel Middle East and the Paramount Comedy Channel in the UK.   

Video                                                                         

The Company operates the home video and video game rental and retailing   
business through BLOCKBUSTER INC. As of December 31, 1998, the Company operated 
or franchised approximately 6,380 stores in the U.S., its territories and 25    
other countries. BLOCKBUSTER offers titles primarily for rental and also offers 
titles for purchase on a "sell-through" and previously viewed basis. During     
1998, BLOCKBUSTER implemented revenue-sharing arrangements directly with major  
motion picture studios, including PARAMOUNT PICTURES, thereby increasing the    
availability of newly released videos in its domestic stores. In all of its     
domestic stores and many of its stores outside of the U.S., BLOCKBUSTER rents   
video games and sells previously played video games. In addition, in several    
hundred domestic stores and various international markets, BLOCKBUSTER rents    
and sells digital versatile discs and rents DVD players. Approximately 18% of   
Blockbluster's common stock was recently sold to the public.                    

Parks                                                                         

 Through PARAMOUNT PARKS, Viacom owns and operates five regional theme parks
and a themed attraction in the United States and Canada. Each of the theme      
parks features attractions based on Viacom's intellectual properties.           

Publishing                                                                    

Through SIMON & SCHUSTER, Viacom publishes and distributes consumer       
hardcover books, trade paperbacks, mass-market paperbacks, children's books,    
audiobooks, electronic books and CD-ROM products in the United States and       
internationally. SIMON & SCHUSTER's flagship imprints include SIMON & SCHUSTER, 
POCKET BOOKS, SCRIBNER, and THE FREE PRESS. SIMON & SCHUSTER also develops      
special imprints and publishes titles based on MTV, NICKELODEON and PARAMOUNT   
PICTURES                                                                        

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products. SIMON & SCHUSTER distributes its products directly and through third  
parties. SIMON & SCHUSTER also delivers content and sells products on Internet  
Web sites operated by various imprints or linked to individual titles.          

Online                                                                        

Viacom operates Internet sites which are targeted to the current audiences
of its various MTV, VH1 and NICKELODEON program services, including NOGGIN, as  
well as to new audiences such as those who do not receive cable or direct-to-   
home satellite services. In addition to providing entertainment and information 
on such Internet sites, Viacom also sells its own licensed and third party      
merchandise.                                                                    

CBS' Business                                                                   

CBS is one of the largest radio and television broadcasters in the United 
States. CBS operates its businesses through its Television, Cable and Infinity  
segments. The Television segment consists of CBS' 16 owned and operated         
television stations, which are located in seven of the nation's ten largest     
markets, and the CBS television network. The CBS television network operations  
are subdivided into five areas: entertainment; news; sports; enterprises, which 
produces, distributes and markets first-run and off-network programming; and    
new media consisting of CBS' Internet businesses. CBS' Cable segment consists   
of CBS' cable networks, including The Nashville Network, Country Music          
Television and two regional sports networks and a global provider of satellite  
services to broadcast, cable and corporate networks.                            

On October 12, 1999, CBS acquired from Gaylord Entertainment Company the  
broadcast station KTVT-TV Dallas-Fort Worth, Texas. The CBS Series B preferred  
stock was issued to Gaylord Entertainment Company in connection with this       
acquisition. Although we believe that, under Pennsylvania law, the holders of   
CBS Series B preferred stock are not entitled to a separate class or series     
vote on the adoption of the merger agreement, Gaylord has agreed, in the event  
the holders of CBS Series B preferred stock are entitled to vote separately as  
a class or series, to vote the CBS Series B preferred stock in favor of the     
adoption of the merger agreement, and has given its proxy for this vote to CBS. 
Any subsequent purchaser of the CBS Series B preferred stock is required to     
agree, in the event the holders of CBS Series B preferred stock are entitled to 
vote separately as a class or series, to vote in favor of the adoption of the   
merger agreement, and to be bound by the proxy given by Gaylord to CBS.         
Therefore, in the event the holders of CBS Series B preferred stock are         
entitled to vote separately as a class or series, approval of the adoption of   
the merger agreement by the holders of the CBS Series B preferred stock is      
assured.                                                                        

  The Infinity segment corresponds to CBS' majority owned subsidiary, Infinity
Broadcasting Corporation, which conducts CBS' radio and outdoor advertising     
businesses.                                                                     

  Infinity Broadcasting Corporation owns and operates approximately 160 AM and
FM radio stations located in 35 markets. TDI Worldwide, Inc., a wholly owned    
subsidiary of Infinity, is one of the largest outdoor advertising companies in  
the United States and sells space on various media, including buses, trains,    
train platforms and terminals throughout commuter rail systems and on painted   
billboards and phone kiosks.                                                    

CBS' Internet businesses, which consist primarily of its operation of the 
Internet sites CBS.com and Country.com, also include CBS' minority investments  
in three public companies, SportsLine.com Inc. (NASDAQ: SPLN), which publishes  
several sports Internet sites, including CBS.SportsLine.com, MarketWatch.com,   
Inc. (NASDAQ: MKTW), which publishes the Internet site CBS.MarketWatch.com. and 
Medscape Inc. (NASDAQ: MSCP), which publishes a consumer health Internet site.  
CBS' other Internet investments include Storerunner, Inc., Office.com, Inc.,    
Switchboard, Inc., ThirdAge Media, Inc., Webvan, Inc., Jobs.com, Inc., Women's  
Consumer Network LLC, RX.com, Inc. and Wrenchead.com, Inc., as well as its      
majority interest in the Internet portal operated by iWon, Inc. CBS has also    
entered into an agreement to acquire an equity interest in Big E Entertainment  
(NASDAQ: BIGE), which operates Hollywood.com.                                   

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In addition to the acquisitions listed above, on November 15, 1999, CBS   
acquired King World Productions, Inc. King World is the distributor of a number 
of shows, including "The Oprah Winfrey Show," "Wheel of Fortune," "Jeopardy!"   
and "Hollywood Squares." On May 27, 1999, Infinity entered into a definitive    
agreement to acquire Outdoor Systems, Inc. Outdoor Systems is a leading outdoor 
advertising company in North America, operating bulletin, poster, mall and      
transit advertising display faces in the United States, Canada and Mexico. The  
consummation of the merger with Outdoor Systems is subject to conditions,       
including review by antitrust authorities. CBS believes that completion of the  
Outdoor Systems transaction will occur during November 1999.                    

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REGULATORY MATTERS AND THIRD-PARTY APPROVALS

Antitrust                                                                       

 Viacom and CBS each have filed a Premerger Notification and Report Form for
review under the HSR Act with the Federal Trade Commission and the Antitrust    
Division of the United States Department of Justice. The HSR Act provides for   
an initial 30 calendar day waiting period following the filing by the parties   
of the Premerger Notification and Report Forms before the merger may be         
consummated. Viacom made its filing on September 20, 1999 and CBS made its      
filing on September 23, 1999. However, the Antitrust Division of the Department 
of Justice and the Federal Trade Commission continue to have the authority to   
challenge the merger on antitrust grounds before and after the merger is        
completed. The HSR Act further provides that if, within the initial 30 calendar 
day waiting period, the Federal Trade Commission or the Department of Justice   
issues a request for additional information or documents, the waiting period    
will be extended until 11:59 p.m. on the twentieth day after the date of        
substantial compliance by both filing parties with the request. On October 22,  
1999, the Antitrust Division issued a request for additional information to the 
parties.                                                                        

Viacom and CBS conduct operations in a number of foreign countries where  
regulatory filings or approvals with applicable authorities will be required in 
connection with the consummation of the merger.                                 

At a minimum, premerger notification filings with national antitrust      
authorities will be required in the following foreign jurisdictions: Brazil,    
Canada, Germany, Ireland, Japan, The Netherlands and South Africa. A post-      
closing submission will be required with the antitrust authorities in Austria.  
The Brazilian antitrust filing was made on September 28, 1999. The Irish        
antitrust filing was made on October 6, 1999. The required premerger filings    
with the antitrust authorities in the remaining jurisdictions are expected to   
be made promptly.                                                               

Consummation of the merger is conditioned upon, among other things, the   
absence of any preliminary or permanent injunction or other order issued by any 
federal or state court of competent jurisdiction which prohibits or restricts   
the consummation of the merger. Viacom and CBS believe that all material        
filings and approvals have been made or obtained, or will be made or obtained,  
as the case may be.                                                             

Federal Regulation of Television and Radio Broadcasting                         

General. Television and radio broadcasting are subject to the jurisdiction
of the Federal Communications Commission under the Communications Act of 1934,  
most recently amended by the Telecommunications Act of 1996. The Communications 
Act prohibits the operation of broadcasting stations except under a license     
issued by the FCC and empowers the FCC, among other actions, to:                

. issue, renew, revoke and modify broadcasting licenses;                    

. assign frequency bands;                                                   

. determine stations' frequencies, locations and operating power;           

. regulate some of the equipment used by stations;                          

. adopt other regulations to carry out the provisions of the Communications 
Act;                                                                    

. impose penalties for violation of such regulations; and                   

. impose annual fees as well as fees for processing applications and other  
administrative functions.                                               

Under the Communications Act, the FCC also regulates certain aspects of the     
operation of cable television systems and other electronic media that compete   
with broadcast stations.                                                        

The Communications Act prohibits the assignment of a broadcast license or 
the transfer of control of a licensee without prior approval of the FCC. The    
merger is subject to such FCC approval of the transfer of control of CBS and    
its various licensee subsidiaries to Viacom. Because the application for        
transfer of control of CBS will involve a substantial change in ownership or    
control, the application must be placed on public notice for a period of no     
less than 30 days during which time petitions to deny the application may be    
filed by                                                                        

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the public. If the FCC grants the application, interested parties would have 30 
days from the date of public notice of the grant to seek reconsideration or     
review of that grant by the full commission, or as the case may be, a court of  
competent jurisdiction. The full commission has an additional 10 days to set    
aside on its own motion any action taken by the FCC's staff, if action on the   
application were taken in the first instance by the staff of the FCC; if action 
is taken in the first instance by the full commission, the full commission may  
set aside its own action within 30 days of public notice of such action. When   
passing on an assignment or transfer application, the FCC is prohibited from    
considering whether the public interest might be served by an assignment or     
transfer to any party other than the assignee or transferee specified in the    
application.                                                                    

License Renewals. Under the Communications Act, the FCC is authorized to  
renew broadcast licenses for terms of up to eight years. The Communications Act 
requires renewal of a broadcast license if the FCC finds that:                  

. the station has served the public interest, convenience and necessity;    

. there have been no serious violations of either the Communications Act or 
the FCC's rules and regulations by the licensee; and                    

. there have been no other serious violations that taken together           
constitute a pattern of abuse.                                          

In making its determination, the FCC may consider petitions to deny but cannot  
consider whether the public interest would be better served by a person other   
than the renewal applicant. Under the Telecommunications Act, competing         
applications for the same frequency may be accepted only after the FCC has      
denied an incumbent's application for renewal of license. Applications for      
renewal of licenses for one television station owned by CBS and 10 radio        
stations owned by Infinity are currently pending before the FCC. Petitions to   
deny were filed against the renewal applications of seven of the radio          
stations; however, CBS continues to believe that it will receive renewal of     
these licenses.                                                                 

Ownership Regulation. The Communications Act and FCC rules and regulations
also regulate broadcast ownership. The FCC has promulgated rules that, among    
other matters, limit the ability of individuals and entities to own or have an  
official position or ownership interest, known as an attributable interest,     
above a specific level in broadcast stations as well as other specified mass    
media entities. As detailed below, in August 1999, the FCC substantially        
revised a number of its multiple ownership and attribution rules. Although      
these rules became effective November 16, 1999, they may still be stayed,       
modified or reconsidered in subsequent proceedings. In three separate orders,   
the FCC revised its rules regarding restrictions on television ownership,       
radio-television cross-ownership, and attribution of broadcast ownership        
interests. The three orders, which resolve a number of rulemaking proceedings   
launched at the beginning of the decade, take into consideration mandates       
included in the Telecommunications Act, which liberalized the radio ownership   
rules and directed the FCC to consider similar deregulation for television. The 
FCC's various broadcast ownership rules, inclusive of the recent revisions, are 
summarized below:                                                               

  Local Radio Ownership. With respect to radio licenses, the maximum allowable
number of stations that can be commonly owned in a market varies depending on   
the number of radio stations within that market, as determined using a method   
prescribed by the FCC. In markets with more than 45 stations, one company may   
own, operate or control up to eight radio stations, with no more than five in   
either AM or FM.                                                                

  Local Television Ownership. The FCC's new TV duopoly rule permits parties to
own two TV stations without regard to signal contour overlap provided they are  
located in separate markets referred to as designated market areas. In          
addition, the new rules permit parties in larger designated market areas to own 
up to two television stations in the same designated market area so long as at  
least eight independently owned and operating full-power television stations    
remain in the market at the time of acquisition and at least one of the two     
stations is not among the top four-ranked stations in the market based on       
audience share. In addition, without regard to numbers of remaining or          
independently owned TV stations, the FCC will permit television duopolies       
within the same designated market area so long as certain signal contours of    
the stations involved do not overlap. Satellite stations that simply            
rebroadcast the programming of a "parent" station will continue to be           

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exempt from the duopoly rule if located in the same designated market area as   
the "parent" station. The duopoly rule also applies to same-market local        
marketing agreements involving more than 15% of the brokered station's program  
time, although current local marketing agreements will be exempt from the TV    
duopoly rule for a limited period of time of either two or five years,          
depending on the date of the adoption of the local marketing agreement.         
Further, the FCC may grant a waiver of the TV duopoly rule if one of the two    
television stations is a "failed" or "failing" station, or the proposed         
transaction would result in the construction of a new television station.       

Following consummation of the merger, and exclusive of other acquisitions,
the combined company could potentially have duopolies in the following six      
television markets: Philadelphia, Boston, Dallas, Miami, Detroit, and           
Pittsburgh. While the combined company will seek to maintain ownership of the   
television stations in these markets under the new television duopoly rules,    
there can be no assurance that the combined company will be able to retain two  
television stations in each of the duopoly markets. It is possible that on      
November 16, 1999, more than one application was filed relating to stations in  
these markets, all of which may not be able to be granted because of the        
requirement that eight independent voices must remain in the market. In such    
situations, random selection will be employed to determine the order in which   
the simultaneously filed applications will be processed.                        

 National Television Ownership Cap. On the national level, the FCC imposes a
35 percent national audience reach cap for television ownership, under which    
one party may not have an attributable interest in television stations which    
reach more than 35 percent of all U.S. television households. The Commission    
discounts the audience reach of a UHF station for this purpose by 50 percent.   
The FCC will consider whether to change the national ownership cap and the "UHF 
discount" as part of the biennial review of its broadcast ownership rules       
initiated in 1998. Additionally, under the new FCC rules, for entities that     
have attributable interests in two stations in the same market, the FCC counts  
the audience reach of that market only once for national cap purposes.          

The television stations currently held by Viacom and CBS would have an    
aggregate national audience reach for purposes of the national ownership cap of 
approximately 41%. As these stations would exceed the FCC's 35% national        
ownership cap under the merger, it will be necessary, absent legislative or     
regulatory relief, to divest specific television stations in order to comply    
with the national ownership cap. In their application for FCC consent to the    
transfer of control of the CBS broadcast licenses, the companies requested, if  
necessary, a 24 month period following consummation of the merger to comply     
with the national television ownership cap.                                     

 Dual Network Rule. In the Telecommunications Act, Congress directed the FCC
to liberalize its rule, which then generally prohibited television stations     
from affiliating with an entity that maintained more than one national network. 
The FCC's implementing regulation states that a television broadcast station    
may not affiliate with an entity that maintains one of the existing four major  
networks (ABC, CBS, NBC, and Fox) and one of other specific qualifying networks 
in existence as of February 8, 1996. The legislative history of the dual        
network rule suggests that the rule was intended to prohibit one of the four    
major networks from acquiring either of The WB or United Paramount Network. The 
FCC is reviewing this rule as part of the biennial review.                      

  Although the acquisition of an ownership interest in CBS will be reviewed by
the FCC under the dual network rule, the FCC regulations do not identify the    
amount and nature of the ownership interest required to trigger the dual        
network prohibition. Accordingly, it is possible that, absent either            
legislative or regulatory relief, the combined company might be required to     
divest some or all of Viacom's 50% interest in United Paramount Network. As     
with the national television ownership cap, the companies have requested, if    
necessary, a 24 month period following consummation of the merger to comply     
with the dual network rule.                                                     

Radio-Television Cross Ownership. The so-called "one-to-a-market" rule has
until recently prohibited common ownership or control of a radio station,       
whether AM, FM or both, and a television station in the same market, subject to 
waivers in some circumstances. The FCC's new radio-television cross-ownership   
rule embodies a graduated test based on the number of independently owned media 
voices in the local market. In                                                  

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large markets, i.e., markets with at least 20 independently owned media voices, 
a single entity can own up to one television station and seven radio stations   
or, if permissible under the new TV duopoly rule, two television stations and   
six radio stations.                                                             

Waivers of the new radio-television cross-ownership rule will be granted  
only under the failed station test. Unlike under the TV duopoly rule, the FCC   
will not waive the radio-television cross-ownership rules in situations of      
failing or unbuilt stations.                                                    

In accordance with the schedule imposed by the FCC for comments under the 
proposed FCC rules, by November 16, 1999, licensees with existing conditional   
waivers of the former one-to-a-market rule had to demonstrate to the FCC their  
compliance or non-compliance with the new rule. CBS, which has numerous         
conditional waivers, filed such a showing on November 15, 1999. The FCC's Mass  
Media Bureau will replace these waivers with permanent approvals as             
appropriate. Existing conditional waivers which do not comply with the new rule 
will be extended until the conclusion of the FCC's biennial review in 2004; the 
same grandfathering relief will be afforded to pending applications for         
conditional waivers filed on or before July 29, 1999, which are ultimately      
granted by the Commission. Any application proposing a radio-television         
combination filed after that date must comply with the new rules.               

CBS currently holds conditional temporary waivers granted under the prior 
FCC one-to-a-market rule allowing CBS to operate station combinations of one TV 
station and up to eight radio stations in numerous markets. These combinations  
are grandfathered under the new rules. However, the grandfathered status of     
radio/TV combinations will terminate upon an arrangement or transfer of         
control. The combined company exceeds radio-television cross-ownership caps and 
may need to divest up to an aggregate of 12 radio stations in the Los Angeles,  
Chicago, Dallas, Washington/Baltimore and Sacramento markets. Viacom and CBS    
have requested a period of six months following consummation of the merger to   
file applications with the FCC to dispose of all radio stations necessary to    
come into compliance in each of these markets.                                  

Attribution of Ownership. Under the FCC's recently revised attribution    
rules, a direct or indirect purchaser of various types of securities of the     
combined company could violate FCC regulations or policies if that purchaser    
owned or acquired an "attributable" interest in other media properties in the   
same area as stations owned by the combined company in a manner prohibited by   
the FCC. Under the FCC's revised rules, an "attributable" interest for purposes 
of the Commission's broadcast ownership rules generally includes:               

. equity and debt interests, which combined exceed 33% of a licensee's      
total assets, if the interest holder supplies more than 15% of total    
weekly programming, or is a same-market media entity, whether TV, radio,
cable or newspaper;                                                     

. 5% or greater voting stock interest. Note that equity interests up to 49% 
are nonattributable if the licensee is controlled by a single majority  
shareholder and the interest holder is not otherwise attributable under 
the "equity/debt plus" standard;                                        

. 20% or greater voting stock interest, if the holder is a qualified        
passive investor;                                                       

. any equity interest in a limited liability company or limited             
partnership, unless properly "insulated" from management activities; and

. all officers and directors of a licensee and its direct or indirect       
parent.                                                                 

Under the new rules, all non-conforming interests acquired before November
7, 1996 are permanently grandfathered and thus do not constitute attributable   
ownership interests. Any nonconforming interests acquired after that date need  
to be brought into compliance by August 5, 2000.                                

Alien Ownership. The Communications Act limits the ability of foreign     
entities or individuals to own or hold interests in broadcast licenses. As      
applicable to the combined company, non-U.S. citizens, collectively, may        
directly or indirectly own or vote up to twenty percent of the capital stock of 
a corporate licensee. In addition, a broadcast license may not be granted to or 
held by any corporation that is controlled, directly or indirectly, by any      
other corporation more than one-fourth of whose capital stock is owned or voted 
by non-U.S. citizens or their representatives, by foreign governments or their  
representatives, or by non-U.S. corporations, if                                

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the FCC finds that the public interest will be served by the refusal or         
revocation of such license. The FCC has interpreted this provision of the       
Communications Act to require an affirmative public interest finding before a   
broadcast license may be granted to or held by any such corporation, and the    
FCC has made such affirmative findings only in limited circumstances.           

Other Regulations, Legislation and Recent Developments Affecting Broadcast      
Stations                                                                        

  Digital Television Service. The FCC has taken a number of steps to implement
digital television broadcasting service in the United States. The FCC has       
adopted a digital television table of allotments that provides all authorized   
television stations with a second channel on which to broadcast a digital       
television signal. The FCC has attempted to provide digital television coverage 
areas that are comparable to stations' existing service areas. The FCC has      
ruled that television broadcast licensees may use their digital channels for a  
wide variety of services such as high-definition television, multiple channels  
of standard definition television programming, audio, data, and other types of  
communications, subject to the requirement that each broadcaster provide at     
least one free video channel equal in quality to the current technical          
standard.                                                                       

Digital television channels will generally be located in the range of     
channels from channel 2 through channel 51. The FCC has required affiliates of  
ABC, CBS, Fox and NBC in the top 10 television markets to begin digital         
broadcasting by May 1, 1999. Many stations, including several of the combined   
company's stations, have already begun digital broadcasting. Affiliates of the  
four major networks in the top 30 markets were required to begin digital        
broadcasting by November 1, 1999, and all other commercial broadcasters must do 
so by May 1, 2002.                                                              

 The FCC's plan calls for the digital television transition period to end in
the year 2006, at which time the FCC expects that television broadcasters will  
cease non-digital broadcasting and return one of their two channels to the      
government, allowing that spectrum to be recovered for other uses. Under the    
Balanced Budget Act, however, the FCC is authorized to extend the December 31,  
2006 deadline for reclamation of a television station's non-digital channel if, 
in any given market one or more television stations affiliated with ABC, CBS,   
NBC or Fox is not broadcasting digitally, and the FCC determines that such      
stations have "exercised due diligence" in attempting to convert to digital     
broadcasting; or less than 85% of the television households in the station's    
market subscribe to a multichannel video service that carries at least one      
digital channel from each of the local stations in that market, and less than   
85% of the television households in the market can receive digital signals off  
the air using either a set-top converter box for an analog television set or a  
new digital television set.                                                     

The FCC is currently considering whether cable television system operators
should be required to carry stations' digital television signals in addition to 
the currently required carriage of stations' analog signals. In July 1998, the  
FCC issued a Notice of Proposed Rulemaking posing several different options for 
the carriage of digital signals and solicited comments from all interested      
parties. The FCC has yet to issue a decision on this matter.                    

The implementation of digital television will also impose substantial     
additional costs on television stations because of the need to replace          
equipment and because some stations will need to operate at higher utility      
costs and there can be no assurance that our television stations will be able   
to increase revenue to offset such costs. The FCC is also considering imposing  
new public interest requirements on television licensees in exchange for their  
receipt of digital television channels. In addition, the Communications Act     
allows the FCC to charge a spectrum fee to broadcasters who use the digital     
spectrum to offer subscription-based services. The FCC has adopted rules that   
require broadcasters to pay a fee of 5% of gross revenues received from         
ancillary or supplementary uses of the digital spectrum for which they charge   
subscription fees, excluding revenues from the sale of commercial time. Neither 
Viacom nor CBS can predict what future actions the FCC might take with respect  
to digital television, nor can either company predict the effect of the FCC's   
present digital television implementation plan or such future actions on the    
combined company's business. The combined company will incur considerable       
expense in the conversion to digital television and is unable to predict the    
extent or timing of consumer demand for any such digital television services.   

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 Digital Audio Radio Service and Low-Power FM. The Commission has authorized
or is considering various digital audio radio services. In January 1995, the    
Commission adopted rules to allocate spectrum for satellite digital audio radio 
services. The Commission has issued two authorizations to launch and operate    
satellite digital audio radio services. The FCC also has undertaken an inquiry  
into the terrestrial broadcast of digital audio radio services signals. On      
November 1, 1999, the FCC issued a Notice of Proposed Rulemaking on the subject 
which solicits comments or proposals to implement terrestrial digital audio     
radio services, including a conversion to in-band on-channel transmissions by   
existing radio broadcasters. Neither Viacom nor CBS can predict the impact of   
either satellite or terrestrial digital audio radio services on its business.   
CBS has a significant ownership interest in USA Digital Radio, Inc., which is   
developing an in-band on-channel terrestrial digital audio radio services       
technology.                                                                     

In addition, the FCC recently proposed the creation of a new low-power FM 
radio service that would operate in the existing FM band. The Commission is in  
the process of collecting comments on this proposal and at this time neither    
Viacom nor CBS can predict either the outcome of this proceeding or the impact, 
if any, that a new low-power FM radio service might have on the combined        
company's broadcast operations.                                                 

Internet                                                                        

Federal, state and international laws and regulations either in effect or 
under consideration that govern interactive or online communications prohibit   
the transmission of obscene, indecent, or otherwise unlawful communications and 
impose restrictions on the collection, use, and disclosure of personally        
identifiable information about both children and adults. Such prohibitions and  
restrictions could affect the business and operations of the combined company.  
In addition, some of the businesses operated by CBS and Viacom permit online    
users to post and access content and to communicate through a web site or       
comparable vehicle. In some instances, the material posted or communicated by   
third parties may infringe the copyrights or trademarks of others, be subject   
to libel, fraud, or other claims, or otherwise be actionable. Although Federal  
legislation limits the liability of web site operators for copyright            
infringement and other types of civil claims by users of their systems, the     
precise contours of these limitations are not yet clear. Similarly, the         
combined company may face claims of liability by third parties who believe      
users of the combined company's web sites infringe their interests and there    
can be no assurance any such liabilities will not have an adverse effect on the 
combined company's businesses or operations.                                    

Some businesses operated by both CBS and Viacom permit users to perform   
musical works and sound recordings over the Internet. The owners of the         
copyrights in the performed musical works and the sound recordings may be       
entitled to receive license fees for some or all of these performances.         
Further, license fees may need to be paid for the copies of the works that are  
stored on the combined company's servers to facilitate such performances. Some  
of these fees have not yet been set, and there can be no assurance that such    
fees will not have an adverse effect on the combined company's businesses or    
operations.                                                                     

  Proposals for additional or revised statutory or regulatory requirements are
considered by Congress, the FTC, the FCC, other Federal agencies, and state and 
local governments from time to time, and a number of such proposals are under   
consideration at this time. Moreover, both the FTC and state attorneys general  
are actively monitoring online offerings in connection with consumer protection 
concerns. It is possible that some of the provisions and requirements described 
herein are now, and in the future may be, the subject of Federal or state       
legislation, agency proceedings or court litigation. It is not possible to      
predict what legal, legislative, regulatory or judicial changes, if any, may    
occur or their impact on the combined company's businesses or operations.       

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DESCRIPTION OF VIACOM CAPITAL STOCK FOLLOWING THE MERGER

 The following summary of the terms of the capital stock of Viacom following
the merger may not contain all information that is important to you and we      
refer you to the full text of Viacom's proposed new Restated Certificate of     
Incorporation, attached to this joint proxy statement/prospectus as Annex B,    
Viacom's amended By-laws, attached to this joint proxy statement/prospectus as  
Annex C, the Delaware General Corporation Law and the merger agreement,         
attached to this joint proxy statement/prospectus as Annex A. This summary is   
qualified in its entirety by reference to these documents.                      

The authorized capital stock of Viacom consists of 500 million shares of  
Viacom Class A common stock, three billion shares of Viacom Class B common      
stock and 200 million shares of preferred stock, par value $0.01 per share,     
issuable in series.                                                             

Viacom Class A Common Stock                                                     

As of November 12, 1999, the most recent practicable date prior to the    
printing of this joint proxy statement/prospectus, there were 138,334,099       
shares of Viacom Class A common stock issued and outstanding. Shares of Viacom  
Class A common stock are not redeemable. Holders of shares of Viacom Class A    
common stock are entitled to one vote per share.                                

Viacom Class B Common Stock                                                     

Viacom Class B common stock has rights, privileges, limitations,          
restrictions and qualifications identical to Viacom Class A common stock except 
that shares of Viacom Class B common stock have no voting rights other than     
those required by the Delaware General Corporation Law. As of November 12,      
1999, the most recent practicable date prior to the printing of this joint      
proxy statement/prospectus, there were 558,771,779 shares of Viacom Class B     
common stock issued and outstanding. Shares of Viacom Class B common stock are  
not redeemable.                                                                 

Voting and Other Rights of Viacom Common Stock                                  

Voting Rights. Under Viacom's proposed new Restated Certificate of        
Incorporation, except as noted below or otherwise required by the Delaware      
General Corporation Law, holders of the outstanding shares of Viacom Class A    
common stock vote together with the holders of the outstanding shares of all    
other classes of capital stock of Viacom entitled to vote, without regard to    
class. At the present time, however, there are no outstanding shares of any     
other class of capital stock of Viacom entitled to vote. Under Viacom's         
proposed new Restated Certificate of Incorporation:                             

. each holder of an outstanding share of Viacom Class A common stock is     
entitled to cast one vote for each share registered in the name of the  
holder and                                                              

. the affirmative vote of the holders of a majority of the outstanding      
shares of Viacom Class A common stock is necessary to approve any       
consolidation or merger of Viacom with or into another corporation      
pursuant to which shares of Viacom Class A common stock would be        
converted into or exchanged for any securities or other consideration.  

A holder of an outstanding share of Viacom Class B common stock is not    
entitled to vote on any question presented to the shareholders of Viacom,       
including but not limited to whether to increase or decrease, but not below the 
number of shares then outstanding, the number of authorized shares of Viacom    
Class B common stock. However, under the Delaware General Corporation Law, a    
holder of an outstanding share of Viacom Class B common stock is entitled to    
vote on any proposed amendment to Viacom's Restated Certificate of              
Incorporation, if the amendment will increase or decrease the par value of the  
shares of Viacom Class B common stock, or alter or change the powers,           
preferences or special rights of the shares of Viacom Class B                   

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common stock so as to affect them adversely. Subject to the foregoing, any      
future change in the number of authorized shares of Viacom Class B common stock 
or any consolidation or merger of Viacom with or into another corporation       
pursuant to which shares of Viacom Class B common stock would be converted into 
or exchanged for any securities or other consideration could be consummated     
with the approval of the holders of a majority of the outstanding shares of     
Viacom Class A common stock and without any action by the holders of shares of  
Viacom Class B common stock.                                                    

Dividends. Subject to the rights and preferences of any outstanding       
preferred stock, dividends on Viacom Class A common stock and Viacom Class B    
common stock are payable equally on shares of Class A common stock and Class B  
common stock out of the funds of Viacom legally available therefor when, as and 
if declared by the Viacom Board.                                                

  Rights in Liquidation. In the event Viacom is liquidated, dissolved or wound
up, whether voluntarily or involuntarily, the net assets of Viacom would be     
divided ratably among the holders of the then outstanding shares of Viacom      
Class A common stock and Viacom Class B common stock after payment or provision 
for payment of the full preferential amounts to which the holders of any series 
of preferred stock of Viacom then issued and outstanding would be entitled.     

 Split, Subdivision or Combination. If Viacom splits, subdivides or combines
the outstanding shares of Viacom Class A common stock or Viacom Class B common  
stock, the outstanding shares of the other class of Viacom common stock shall   
be proportionally split, subdivided or combined in the same manner and on the   
same basis as the outstanding shares of the other class of Viacom common stock  
have been split, subdivided or combined.                                        

 Preemptive Rights. Shares of Viacom Class A common stock and Viacom Class B
common stock do not entitle a holder to any preemptive rights enabling a holder 
to subscribe for or receive shares of stock of any class or any other           
securities convertible into shares of stock of any class of Viacom. The Viacom  
Board possesses the power to issue shares of authorized but unissued Viacom     
Class A common stock and Viacom Class B common stock without further            
shareholder action, subject to the requirements of applicable law and stock     
exchanges, unless National Amusements would no longer hold a majority of the    
outstanding shares of voting stock of Viacom as a result of the issuance. The   
number of authorized shares of Viacom Class A common stock and Viacom Class B   
common stock could be increased with the approval of the holders of a majority  
of the outstanding shares of Viacom Class A common stock and without any action 
by the holders of shares of Viacom Class B common stock.                        

Trading Market. The outstanding shares of Viacom Class A common stock and 
Viacom Class B common stock are listed for trading on the NYSE. The Registrar   
and Transfer Agent for Viacom common stock is The Bank of New York.             

  Alien Ownership. Viacom's proposed new Restated Certificate of Incorporation
provides that Viacom may prohibit the ownership or voting of a percentage of    
its equity securities in order to ensure compliance with the requirements of    
the Communications Act.                                                         

Viacom Series C Preferred Stock                                                 

Designation. Series C Preferred Stock, par value $.01.                    

 Dividends. If declared by the Viacom Board of Directors, cash dividends are
payable in an amount per share equal to 1,000 times the aggregate per share     
amount of each cash dividend declared or paid on the Viacom Class B common      
stock. In addition, in the event any dividend or distribution on the shares of  
Viacom Class B common stock is paid in cash or any debt security or instrument  
or other property, other than (1) cash dividends subject to the immediately     
preceding sentence, (2) a distribution of shares of Viacom Class B common stock 
or other Viacom capital stock or (3) a distribution of rights or warrants to    
acquire Viacom Class B common stock or other Viacom capital stock, at a price   
less than the fair market value, then like kind                                 

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dividends are paid on each share of Viacom Series C preferred stock, in an      
amount equal to 1,000 times the distribution paid on each share of Viacom Class 
B common stock. The dividend multiple is subject to adjustment in the event of  
a stock dividend or distribution paid on, or a subdivision, split, combination, 
consolidation or reverse split of, the Viacom Class B common stock, whether by  
way of reclassification, reorganization or otherwise.                           

Voting Rights. Each share of Viacom Series C preferred stock entitles the 
holder to 100 votes on all matters submitted to a vote of the holders of the    
Viacom common stock. The vote multiple is subject to adjustment in the event of 
a stock dividend or distribution paid on, or a subdivision, split, combination, 
consolidation or reverse split of the Viacom Class A common stock, whether by   
way of reclassification, reorganization or otherwise.                           

  Conversion. Each share of Viacom Series C preferred stock is convertible, at
the option of the holder, at any time, into 1,000 shares of Viacom Class B      
common stock. Payment of fair market value will be made in lieu of issuing      
fractional shares. The conversion rate is subject to adjustment in the event of 
a stock dividend or distribution paid on, or a subdivision, split, combination, 
consolidation or reverse split of the Viacom Class B common stock, whether by   
way of reclassification, reorganization or otherwise.                           

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary 
liquidation, dissolution or winding up of Viacom, no distribution will be made  
to the holders of Viacom common stock unless the holders of Viacom Series C     
preferred stock have received:                                                  

. $.01 plus an amount equal to accrued and unpaid dividends and             
distributions on the Viacom Series C preferred stock or                 
. if greater, an amount equal to 1,000 times the aggregate amount to be     
distributed per share to holders of Viacom Class B common stock.        

In addition, no distributions will be made to the holders of stock ranking on a 
parity with the Viacom Series C preferred stock, unless simultaneous            
distributions are made to the holders of Viacom Series C preferred stock in     
proportion to the total amounts to which the holders of shares of Viacom Series 
C preferred stock are entitled as described above. The liquidation multiple is  
subject to adjustment in the event of a stock dividend or distribution paid on, 
or a subdivision, split, combination, consolidation or reverse split of the     
Viacom Class B common stock, whether by way of reclassification, reorganization 
or otherwise.                                                                   

  Consolidation, Merger, Etc. If Viacom enters into any consolidation, merger,
division, share exchange, combination, sale of all or substantially all of its  
assets, or other transaction in which the shares of Viacom Class B common stock 
are exchanged for or changed into other securities, cash and/or any other       
property, then each share of Series C preferred stock will be similarly         
exchanged for or changed into the aggregate amount of securities, cash and/or   
other property (payable in like kind) for which or into which each share of     
Viacom Class B common stock is changed or exchanged multiplied by the highest   
of the dividend multiple, the conversion rate or the liquidation multiple in    
effect immediately prior to the event.                                          

No Redemption. The shares of Viacom Series C Preferred Stock are not      
redeemable by Viacom or the holder.                                             

  Amendment. A vote of two-thirds of all outstanding shares of Viacom Series C
preferred stock is required to amend the proposed new Restated Certificate of   
Incorporation in any manner which would alter or change the rights, preferences 
or limitations of the Viacom Series C preferred stock in any material respect   
prejudicial to its holders. Creation of series of preferred stock ranking on    
parity or senior to the Viacom Series C preferred stock, in terms of dividends, 
distributions or voting, is not deemed prejudicial.                             

Other Viacom Preferred Stock                                                    

Unless National Amusements would no longer hold a majority of the         
outstanding shares of voting stock of Viacom as a result of the issuance, the   
Viacom Board, without further action by the shareholders, is authorized to      
issue preferred stock from time to time in one or more series, with such        
distinctive serial designations as                                              

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may be stated or expressed in the resolution or resolutions providing for the   
issue of such stock adopted from time to time by the Board of Directors; and in 
the resolution or resolutions providing for the issuance of shares of each      
particular series, the Board of Directors is also expressly authorized to fix:  

. the right to vote, if any;                                                

. the consideration for which the shares of the series are to be issued;    

. the number of shares constituting the series, which number may be         
increased, except as otherwise fixed by the Board of Directors, or      
 decreased (but not below the number of shares then outstanding) from time
to time by action of the Board of Directors;                            

. the rate of dividends and the times at which dividends will be payable on 
the series and the preference, if any, which the dividends will have    
relative to dividends payable on shares of any other preferred stock of 
Viacom;                                                                 

. whether dividends will be cumulative or noncumulative, and, if            
cumulative, the date or dates from which dividends will be cumulative;  

. the rights, if any, of holders in the event of any voluntary or           
involuntary liquidation, merger, consolidation, distribution or sale of 
assets, dissolution or winding up of the affairs of Viacom; the rights, 
if any, of holders to convert the shares into or exchange the shares for
shares of any other preferred stock of Viacom or for any debt securities
of Viacom, and the terms and conditions, including price and rate of    
exchange, of the conversion or exchange:                                

. whether shares of the series will be subject to redemption, and the       
redemption price or prices and other terms or redemption, if any,       
including redemption prices payable in shares of Viacom Class A common  
stock or Viacom Class B common stock;                                   

. the terms and amounts of any sinking fund for the purchase or redemption  
of shares of the series; and                                            

. any and all other powers, preferences and relative, participating,        
optional or other special rights and qualifications, limitations or     
restrictions pertaining to shares of the series permitted by law.       

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COMPARISON OF RIGHTS OF HOLDERS OF
VIACOM STOCK AND CBS STOCK

The rights of Viacom shareholders are governed by Delaware law, including 
the Delaware General Corporation Law, and Viacom's current Restated Certificate 
of Incorporation and By-laws. The rights of CBS shareholders are governed by    
Pennsylvania law, including the Pennsylvania Business Corporation Law, and CBS' 
Restated Articles of Incorporation and By-laws.                                 

 Upon consummation of the merger, holders of shares of CBS common stock will
become holders of shares of Viacom non-voting Class B common stock and holders  
of CBS Series B preferred stock will become holders of shares of Viacom Series  
C preferred stock, which is in turn convertible into shares of Viacom non-      
voting Class B common stock. Consequently, following the merger, Delaware law   
and Viacom's proposed new Restated Certificate of Incorporation and its By-     
laws, both as amended as a result of the merger, will govern the rights of      
former holders of CBS common stock and CBS Series B preferred stock. Copies of  
Viacom's current Restated Certificate of Incorporation and By-laws and CBS'     
Restated Articles of Incorporation and By-laws have been filed with the SEC and 
will be sent to any shareholder of Viacom or CBS upon request. Copies of        
Viacom's proposed new Restated Certificate of Incorporation and By-laws, as     
they will be amended as a result of the merger, are attached as Annexes B and C 
to this joint proxy statement/prospectus.                                       

A tabular comparison of shareholder rights of holders of common stock of  
Viacom and CBS both before and after the effective time of the merger is        
included below. This table is not intended to be a complete statement of all    
differences or a complete description of the specific provisions referred to in 
this summary, and the identification of specific differences is not intended to 
indicate that other significant differences do not exist. However, the table    
includes a description of these differences that we believe to be material.     
Other than voting rights, there is no difference between the rights of holders  
of Viacom Class A common stock and Viacom Class B common stock.                 

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------------------------------------------------------------------------------- 
                                                          Combined Company
Shareholder    Viacom Before the      CBS Before the       Shareholder Rights 
Rights             Merger               Merger                            
------------------------------------------------------------------------------- 
Voting,        Class A Common       Common Stock:          See "Viacom Before   
generally....  Stock:                                      the Merger." Shares  
                                . 1 vote per share.    of Viacom Class B
       . 1 vote per share.                         Common Stock,
                            . No cumulative        including the
          . No cumulative        voting.              shares which CBS
             voting.                                   shareholders will
                             . Plurality vote       receive in the
         . Plurality vote       for directors.       merger, have no
            for directors.                            voting rights or
                               . Majority vote for    powers except as
     . Majority vote for    all other matters    required by
         all other            except as set        Delaware law.
matters.             forth below where        
            a higher vote is
Class B Common         required for               
Stock:                 certain approvals          
         and except as
. Except as            otherwise                  
required by          required by              
Delaware law,        Pennsylvania law.        
this class has no                             
voting rights or                              
powers.                                       
------------------------------------------------------------------------------- 
Approval of                                                                     
Certain                                                                         
Business                                                                        
Combinations..                                                                  
            Under Delaware law,  Under Pennsylvania     See "Viacom Before
      subject to certain   law, subject to        the Merger."
limited exceptions,  certain limited              
the approval of the  exceptions, the              
holders of a         affirmative vote of          
majority of the      a majority of the            
outstanding stock    votes cast by all            
entitled to vote is  shareholders                 
required for any     entitled to vote             
merger or            thereon and, if the          
consolidation of a   transaction will             
Delaware             effect any changes           
corporation with     in the articles of           
another corporation  the corporation,             
or the sale, lease   the same class or            
or exchange of all   series vote that             
or substantially     would have been              
all of that          required under               
corporation's        Pennsylvania law to          
assets.              amend the articles,          
           if any, is required
         for any merger or
          consolidation of a
    Pennsylvania
        corporation with
           another corporation
           or the sale, lease,
         exchange or other
          disposition of all
        or substantially
   all of that
     corporation's
           property and assets
      outside of the
          ordinary course of
 business.

------------------------------------------------------------------------------- 

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--------------------------------------------------------------------------------
                                                          Combined Company
Shareholder    Viacom Before the      CBS Before the       Shareholder Rights 
Rights             Merger               Merger                            
--------------------------------------------------------------------------------

Approval of                                                                     
Certain                                                                         
Business                                                                        
Combinations                                                                    
with                                                                            
Affiliates...                                                                   
            Delaware law         Pennsylvania law       See "Viacom Before
      contains provisions  contains provisions    the Merger."
that may restrict    that may restrict            
certain business     certain business             
combinations         combinations                 
between a            between a                    
corporation and its  corporation and its          
affiliates which     affiliates. See the          
are not wholly       provisions                   
owned. Viacom's      described under              
Restated             "Anti-Takeover               
Certificate of       Provisions".                 
Incorporation and                                 
By-laws do not                                    
impose any higher                                 
voting requirements                               
for the approval of                               
these actions.                                    

           Except as described
   in the next
       paragraph, CBS'
         Restated Articles
        of Incorporation
          and By-laws do not
         impose any higher
           voting requirements
           for the approval of
business
     combinations.

     CBS' Restated
   Articles of
     Incorporation
    require that
certain 
           combinations with a
     5% (at least)
           shareholder receive
       the approval of
    holders of a
           supermajority (80%)
     of all shares
        entitled to vote
         and a majority of
          shares held by all
          shareholders other
    than such 5%
           shareholder and its
         affiliates unless
          the transaction is
     approved by a
   majority of
     disinterested
    directors or
         satisfies certain
          specified fairness
     criteria with
      respect to the
           consideration to be
    received and
     certain other
matters.

          Amendment of these
           provisions requires
          the approval of at
        least 80% of the
        combined vote of
           all shares entitled
         to vote generally
    in an annual
   election of
       directors and a
       majority of the
        combined vote of
           such shares held by
        all shareholders
     other than 5%
        shareholders and
         their affiliates,
          voting as a class.

--------------------------------------------------------------------------------

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                                                          Combined Company
Shareholder    Viacom Before the      CBS Before the       Shareholder Rights 
Rights             Merger               Merger                            
--------------------------------------------------------------------------------

Number of                                                                       
Directors                                                                       
and Size of                                                                     
Board........                                                                   
        Under Delaware law,  Under Pennsylvania     Under Viacom's
      the certificate of   law, the articles      proposed new
  incorporation or     of incorporation or    Restated
        the by-laws may      the by-laws may        Certificate of
            specify the number   specify the number     Incorporation, the
             of directors.        of directors.          number of directors
                                                         will be expanded to
          Viacom's Restated    CBS' By-laws allow     18. In addition,
             Certificate of       between 3 and 24       (1) the size of the
           Incorporation        directors to serve     Board may only be
        allows between       on its board. CBS'     changed by the
             three and 20         By-laws authorize      affirmative vote of
     directors to serve   the board to set       at least 14
        on their board.      the number of          directors, (2)
      Viacom's By-laws     directors within       eight of the
           authorize the board  these limits.          directors serving
             to set the number                           as CBS directors on
           of directors within  CBS' board has set     September 6, 1999
             the parameters set   the number of          (or any independent
             by the Restated      directors at 11,       director elected or
            Certificate of       increasing to 12 on    appointed prior to
            Incorporation.       December 1, 1999.      the effective time
                                                      of the merger to
        Viacom's board has   Under the CBS By-      serve as a CBS
            set the number of    laws, a majority of    director) that are
            directors at ten.    the directors must     designated by CBS'
                                 be independent         board prior to the
                         directors.             merger (or
                                                      replacements who
                                                     are independent
                                                     directors) will
                                                       become members of
                                                       Viacom's board at
                                                        the effective time
                                                       and (3) of the 10
                                                  directors on
                                                        Viacom's board who
                                                        are not CBS' board
                                                        designees, two are
                                                        directors who were
                                                      first elected to
                                                         serve on the Viacom
                                                       board after 1993,
                                                        are not members of
                                                       the management of
                                                      either Viacom or
                                              National
                                                         Amusements, and, in
                                                    the event they
                                                      leave the board,
                                                      must be replaced
                                                         with disinterested,
                                                 independent
                                                       directors who are
                                                     chief executive
                                                     officers, chief
                                                        operating officers
                                                        or chief financial
                                                        officers or former
                                                     chief executive
                                                   officers of a
                                                         Fortune 500 company
                                                   or a non-U.S.
                                                company of
                                                      comparable size.
                                                      Generally, for a
                                                     period of three
                                                         years following the
                                                   merger, these
                                                       provisions cannot
                                                        be changed without
                                                        the approval of at
                                                         least 14 directors.

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                                                          Combined Company
Shareholder    Viacom Before the      CBS Before the       Shareholder Rights 
Rights             Merger               Merger                            
--------------------------------------------------------------------------------

Term of        Under Viacom's by-   Under CBS' Restated    Under Viacom's       
Office.......  laws, each director  Articles of            proposed new         
  serves for a one-    Incorporation, CBS     Restated
        year term.           may, but need not,     Certificate of
                                create a classified    Incorporation and
                                  board. However CBS     applicable law, all
                             has not done so        directors will
                               and, under CBS' By-    serve for a one-
                                  laws, each             year term. Pursuant
                              director's term        to the National
                         expires at the next    Amusements
                          annual meeting.        stockholder
                                                        agreement, for the
                                                       three-year period
                                                   following the
                                                      merger, National
                                                       Amusements agreed
                                                    to cause to be
                                                   nominated and
                                                      elected each CBS
                                                  director (or
                                                      replacements who
                                                     are independent
                                                 directors).

--------------------------------------------------------------------------------

Removal of                                                                      
Directors....                                                                   
             Under Delaware law,  Under Pennsylvania     After the effective
             any director may be  law, unless            time of the merger,
             removed from office  otherwise provided     any director may be
         with or without      in a by-law adopted    removed with or
          cause by the         by the                 without cause in
         affirmative vote of  shareholders, any      accordance with
       the holders of a     director may be        Delaware law.
           majority of the      removed from office    However, pursuant
         shares of            by the shareholders    to the National
    outstanding stock    with or without        Amusements
     entitled to vote in  cause by the           stockholder
            the election of      affirmative vote of    agreement, for the
           that director.       a majority of the      three-year period
                            votes cast with        following the
          Viacom's By-laws     certain exceptions     merger, National
        provide for the      in the case of a       Amusements has
            removal of           classified board.      agreed to take any
             directors in                                action necessary to
            accordance with      Under CBS' Restated    ensure that no CBS
             Delaware law.        Articles of            director is removed
                               Incorporation and      as a director of
                                 its By-laws,           Viacom unless such
                             directors may be       removal is for
                           removed by CBS'        cause and is
                             shareholders           approved by at
                                  without cause only     least 14 members of
                              by the affirmative     Viacom's board.
          vote of holders of
           at least 80% of the
        combined vote of
     the shares of
         outstanding stock
        entitled to vote
       generally in an
        annual election.

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                                                          Combined Company
Shareholder    Viacom Before the      CBS Before the       Shareholder Rights 
Rights             Merger               Merger                            
--------------------------------------------------------------------------------

Vacancies....  Under Viacom's By-   Under CBS' By-laws,    Under Viacom's       
      laws, vacancies on   vacancies on the       proposed new
  the Viacom board     CBS board may be       Restated
        shall be filled by   filled by the          Certificate of
           the board only,      board, even if less    Incorporation, if
          even if less than a  than a quorum is       one of the eight
       quorum is present.   present, or the CBS    CBS directors
                                 board may reduce       vacates his or her
                               the size of the        seat, the Viacom
                                board. Vacancies       board, subject to
                            may also be filled     its fiduciary
                                  by election by the     duties, is required
                                 shareholders.          to take all action
                                                  necessary to
                                                  appoint as a
                                                        successor a person
                                                     designated by a
                                                     majority of the
                                                   remaining CBS
                                                         directors. National
                                                    Amusements has
                                                   agreed in its
                                                 shareholder
                                                        agreement with CBS
                                                      to vote for such
                                               designee.

                                                       If one of the ten
                                                      Viacom directors
                                                        vacates his or her
                                                      seat, the Viacom
                                                         board will fill the
                                                       vacancy. However,
                                                       if a directorship
                                                      held by a person
                                                       who is a director
                                                     of Viacom first
                                                        elected after 1993
                                                and is not
                                                   management of
                                                        Viacom or National
                                                        Amusements, or the
                                                        replacement of any
                                                  such person,
                                                         becomes vacant, the
                                                   Viacom board,
                                                    subject to its
                                                       fiduciary duties,
                                                         is required to take
                                                all action
                                                         necessary to ensure
                                                         that the vacancy is
                                                 filled by a
                                                    disinterested,
                                                        independent person
                                                      who is the chief
                                                        executive officer,
                                                     chief operating
                                                      officer or chief
                                                       financial officer
                                                     or former chief
                                                       executive officer
                                                      of a Fortune-500
                                                       company or a non-
                                                         U.S. public company
                                                         of comparable size.
                                                      Generally, for a
                                                     period of three
                                                         years following the
                                                   merger, these
                                                       provisions cannot
                                                        be changed without
                                                        the approval of at
                                                         least 14 directors.

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                                                          Combined Company
Shareholder    Viacom Before the      CBS Before the       Shareholder Rights 
Rights             Merger               Merger                            
--------------------------------------------------------------------------------

Calling of                                                                      
Special                                                                         
Meeting of                                                                      
Shareholders..                                                                  
            Under Delaware law,  Under Pennsylvania     Under Viacom's By-
       special meetings of  law for "registered    laws, special
         shareholders may be  corporations" such     meetings may be
        called by the board  as CBS, special        called by the:
or by persons        meetings of                  
           authorized to do so  shareholders may be    . majority of the
  in the certificate   called only by the       board;
of incorporation or  board, or by the             
           by-laws.             officers or other      . chairman of the
                       persons, if any,         board;
Under Viacom's By-   provided in the by-          
           laws, special        laws, except that      . chief executive
    meetings of          an Interested            officer;
shareholders of      Shareholder (as              
            Viacom may be        defined below for      . vice chairman of
      called by the:       purposes of the          the board;
business
         . majority of the    combination            . president and
             board;             moratorium under         chief operating
                            "Anti-Takeover           officer; or
. chairman of the    Provisions") can             
             board;             call a special         . chairman of the
                             meeting to approve       board, chief
     . vice chairman of   certain business         executive
               the board;         combinations.            officer, the vice
                                                         chairman of the
      . president; or      Under CBS' By-laws,      board, the
                              special meetings of      president and
           . chairman of the    shareholders of CBS      chief operating
            board, vice        may be called only       officer or the
              chairman of the    by:                      secretary at the
           board, president                            request of at
            or secretary at    . the CBS Board; or      least 50.1% of
              the request of at                           Viacom's Class A
           least 50.1% of     . the chairman of        common stock.
Viacom's Class A     the Board.               
common stock.                                 
           Under CBS' By-laws,
Under Viacom's By-   the only business            
laws, the only       that may be                  
business that may    conducted at a               
be conducted at a    special meeting is           
special meeting is   the business stated          
the business stated  in the notice of             
in the notice of     that special                 
that special         meeting delivered            
meeting.             at the direction of          
        the CBS Board or
           the chairman of the
         Board and matters
 which are
     incidental or
        germane thereto.

--------------------------------------------------------------------------------

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Shareholder    Viacom Before the      CBS Before the       Shareholder Rights 
Rights             Merger               Merger                            
--------------------------------------------------------------------------------
Amendment to                                                                    
By-laws......Delaware law         Pennsylvania law       Under Viacom's         
  provides that the    provides that the      proposed new
by-laws may be       by-laws may be         Restated  
    amended by an        amended by an          Certificate of
    action of the        action of the          Incorporation,
       shareholders.        shareholders. The      during the three-
 However, the         by-laws may also       year period
   certificate of       give the power to      following the
 incorporation may    amend the by-laws      merger, any
   also give the power  to the board.          provisions of
     to amend the by-                            Article VIII of
       laws to the board.   Pennsylvania law       Viacom's By-laws,
                            limits the board's     which states that
     Viacom's Restated    power to amend the     the By-laws are
        Certificate of       by-laws, however,      subject to Article
 Incorporation        in respect to          XIII of the
  allows the board to  certain matters,       proposed new
repeal, alter or     unless allowed by      Restated  
    amend the by-laws    the articles of        Certificate of
    by majority vote.    incorporation.         Incorporation,
                                                   which contain the
                    Under CBS' Restated    principal
                             Articles of            provisions setting
                              Incorporation and      forth the corporate
                     By-laws, CBS'          governance
                       shareholders may       requirements
                          amend the By-laws      relating to the
                             with the               merger, may not be
                            affirmative vote of    amended, repealed
                       holders of at least    or waived by
                         80% of the combined    Viacom's board
                      vote of the shares     without the
                         entitled to vote       approval of at
                              generally in an        least 14 directors.
    annual election.

       Also, CBS' Restated
Articles of 
     Incorporation and
     By-laws allow the
    board to repeal,
      alter or amend the
       By-laws by majority
      vote of the entire
board.      

--------------------------------------------------------------------------------

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Rights             Merger               Merger                            
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Amendments                                                                      
to                                                                              
certificate                                                                     
of                                                                              
incorporation..Under Delaware law,  Under Pennsylvania     Under Viacom's       
      any provision of     law, an amendment      proposed new
  the certificate of   to the articles of     Restated
        incorporation may    incorporation          Certificate of
        be amended by the    requires the           Incorporation,
           approval of the      approval of the        during the three-
     board and the        board and, except      year period
       affirmative vote of  in limited cases       following the
     a majority of the    where a greater        merger, any
       holders of the       vote may be            provisions of
           combined voting      required, the          Viacom's proposed
      power of the         affirmative vote of    new Restated
        outstanding stock    a majority of the      Certificate of
             entitled to vote,    votes cast by all      Incorporation which
          and a majority of    shareholders           refer to Article
          each class entitled  entitled to vote on    VIII of Viacom's
         to vote as a class.  the matter and the     By-laws and the
                            affirmative vote of    provisions of
             Viacom's Restated    a majority of the      Article XIII of the
      Certificate of       votes cast by all      proposed new
  Incorporation        shareholders within    Restated
        provides that        each class or          Certificate of
        amendments to the    series of shares if    Incorporation,
           Restated             such class or          which contain the
   Certificate of       series of shares is    principal
            Incorporation may    entitled to vote on    provisions setting
             be adopted as        the matter as a        forth the corporate
    allowed by Delaware  class.                 governance
      law.                                        arrangements
                            Also, Pennsylvania     following the
            No amendments to     law provides that      merger, may not be
           the Restated         shareholders of a      amended, repealed
           Certificate of       registered             or waived without
            Incorporation        corporation, such      the approval of at
             require a            as CBS, are not        least 14 directors.
supermajority vote.  entitled to propose          
         amendments to the
   articles of
      incorporation.

          Amendments to some
         provisions of the
    CBS Restated
   Articles of
     Incorporation
   require the
           approval of holders
          of at least 80% of
         the combined vote
     of the shares
        entitled to vote
       generally in an
        annual election,
         and certain other
          amendments require
        such vote unless
         first recommended
         and approved by a
       majority of the
         entire board. See
         also "Approval of
        Certain Business
         Combinations With
         Affiliates" above
        for the required
          vote to amend that
  provision.

--------------------------------------------------------------------------------

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Dividends....  Under Delaware law,  Under Pennsylvania     See "Viacom Before   
      a corporation may    law, unless            the Merger."
pay dividends out    restricted by the            
of surplus or, if    by-laws, a                   
no surplus exists,   corporation may pay          
out of net profits   dividends unless             
for the fiscal year  the payment would            
in which the         leave the                    
dividends are        corporation unable           
declared and/or its  to pay its debts as          
preceding fiscal     they become due in           
year. However,       the usual course of          
dividends may not    business, or unless          
be declared out of   the payment would            
net profits if the   leave the                    
capital of the       corporation with             
corporation is less  total assets that            
than the aggregate   were less than the           
amount of capital    sum of its total             
represented by any   liabilities plus             
issued and           the amount that              
outstanding          would be                     
preferred stock.     distributable upon           
      dissolution to
           shareholders having
      senior rights.

--------------------------------------------------------------------------------

Federal                                                                         
Communications                                                                  
Laws.........                                                                   
            Viacom's Restated    The CBS Restated       See "Viacom Before
      Certificate of       Articles of            the Merger."
Incorporation        Incorporation and            
provides that it     By-laws do not               
may request certain  contain special              
information from     provisions with              
the shareholder or   respect to                   
proposed             compliance with              
shareholder in       federal                      
order to determine   communications               
whether ownership    laws.                        
of Viacom's Class A                               
or Class B common                                 
stock is                                          
inconsistent with,                                
or in violation of,                               
any of the federal                                
communications                                    
laws. If the                                      
necessary                                         
information is not                                
provided or if                                    
Viacom finds that                                 
the ownership of                                  
its Class A or                                    
Class B common                                    
stock by a                                        
shareholder or                                    
proposed                                          
shareholder is                                    
inconsistent with,                                
or in violation of,                               
any of the federal                                
communications                                    
laws, Viacom may:                                 

. refuse to permit                                
the transfer of                               
shares of its                                 
Class A or Class                              
B common stock to                             
the proposed                                  
person or entity;                             
or                                            

. exercise any and                                
all appropriate                               
remedies, at law                              
or in equity,                                 
against any                                   
shareholder in                                
order to obtain                               
the necessary                                 
information or                                
prevent or cure                               
any situation                                 

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which would cause                                 
the inconsistency                                 
with, or violation                                
of, the offending                                 
provision of the                                  
federal                                           
communications                                    
laws.                                             
--------------------------------------------------------------------------------

Conversion...  As long as 10,000    CBS' common stock      See "Viacom Before   
      shares of Viacom's   has no conversion      the Merger."
Class A common       features.                    
stock are                                         
outstanding, each                                 
record holder of                                  
shares of Class A                                 
or Class B common                                 
stock may convert                                 
any or all of such                                
shares into an                                    
equal number of                                   
shares of Class B                                 
common stock.                                     

--------------------------------------------------------------------------------

Committees...  Under its By-laws,   Under its By-laws,     All Committees.      
        Viacom's board may   CBS' board is          Under Viacom's
      create one or more   required to create     proposed new
  committees. Each     a compensation         Restated
        committee would      committee, an audit    Certificate of
            consist of one or    review committee       Incorporation, all
           more of the          and a nominating       committees, other
  directors of         and governance         than the
      Viacom.              committee. Each of     compensation
                                these committees       committee and the
                                  shall consist of       officers nominating
                              not less than two      committee, must
                            members of the         have the same
                                board, at least two    proportion of CBS
                         of whom are            and Viacom
                               required to be         directors as the
                                independent            full Viacom board
                                  directors on the       has, with a minimum
                                  date of their          of one CBS director
                                 appointment. CBS'      on each committee.
       By-laws require
                                  that all members of    Officers Nominating
                               the compensation       Committee. Under
                                committee and the      Viacom's proposed
                           nominating and         new Restated
                             governance             Certificate of
                             committee be           Incorporation,
                                  independent            Viacom will have an
                                  directors on the       officers nominating
                                date of their          committee and Mr.
                               appointment. The       Karmazin will be
                                 CBS board can also     the only member of
                              create additional      this committee.
                                  standing or special    This committee will
                                 committees of one      have the powers to
                           or more members.       hire, elect,
                                                       terminate, change
                                                         positions, allocate
                                                         responsibilities or
                                                    determine non-
                                            equity
                                                         compensations, with
                                                    respect to the
                                                  officers and
                                                         employees. However,
                                                         this committee will
                                                    not have these
                                                         powers with respect
                                                      to the chairman,
                                                         the chief executive
                                                     officer and the
                                                     chief operating
                                              officer.

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                                                         This committee will
                                                        not have the power
                                                 to fill the
                                                      positions of the
                                                     chief financial
                                                         officer, controller
                                                         and general counsel
                                                 without the
                                                     approval of the
                                                     board. However,
                                                         this committee will
                                                     have all of the
                                                  other powers
                                                         delegated to it for
                                                         other officers with
                                                    respect to the
                                                     chief financial
                                                         officer, controller
                                                 and general
                                                        counsel, including
                                                  the power to
                                               terminate
                                                   employment of
                                                     persons holding
                                                      those positions.

                                                     Any decision of
                                                        this committee can
                                                      be overridden by
                                                     the affirmative
                                                         vote of at least 14
                                                directors.

                                                  Compensation
                                                      Committee. Under
                                                       Viacom's proposed
                                                  new Restated
                                                    Certificate of
                                                         Incorporation, this
                                                     committee shall
                                                      consist of three
                                                       CBS directors who
                                                     are independent
                                                         directors and three
                                                       directors who are
                                                        not CBS directors.
                                                       Of the three non-
                                                        CBS directors, two
                                                         will be persons who
                                                        were first elected
                                                     as directors of
                                                       Viacom after 1993
                                                     and who are not
                                                   management of
                                                        Viacom or National
                                                        Amusements and the
                                                     third will be a
                                                   disinterested
                                                 independent
                                               director.

                                                         This committee must
                                                        approve the annual
                                                         compensation of all
                                                        other officers and
                                                       employees and any
                                                       equity or equity-
                                                        based compensation
                                                       of any officer or
                                                        employee. However,
                                                         this committee will
                                                        not have the power
                                                    to approve the
                                                         annual compensation
                                         of:
                                                       . any employee if
                                                         the total value
                                                 of such
                                                           employee's annual
                                                           cash compensation
                                                         is less than $1
                                                     million; or

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                                                      . any talent, as
                                                      such term is
                                                          commonly used in
                                                      the media or
                                                       entertainment
                                                     industries.
                                                       These powers will
                                                         be delegated to the
                                                         officers nominating
                                                committee.
                                                      Generally, for a
                                                     period of three
                                                         years following the
                                                   merger, these
                                                       provisions cannot
                                                        be changed without
                                                        the approval of at
                                                         least 14 directors.

--------------------------------------------------------------------------------

Officers.....  Under Viacom's By-   Under its By-laws,     Chairman and Chief   
            laws, Viacom's       CBS' board shall       Executive Officer.
        board shall elect a  elect a chairman,      Under Viacom's
      president, a         who may be             proposed new
  treasurer and a      designated an          Restated
        secretary. The       officer of CBS, a      Certificate of
        board may also       president or a         Incorporation,
         elect a chairman,    chief executive        Sumner Redstone
       one or more vice     officer or both,       will serve as
            chairmen and vice    such vice              chairman and chief
           presidents and one   presidents as may      executive officer
           or more assistant    from time to time      of Viacom and Mel
             treasurers and       be necessary or        Karmazin will serve
          assistant            desirable, a           as president and
         secretaries. Any     secretary and a        chief operating
            number of offices    treasurer. There       officer of Viacom.
            may be held by the   shall also be one      If Mr. Redstone is
       same person, except  or more assistant      not the chief
           the offices of       secretaries and        executive officer
          president and        treasurers and such    at the effective
            secretary. Vice      other officers and     time of the merger
             presidents may be    assistant officers     or ceases to be the
         given distinctive    as the board may       chief executive
             designations such    deem appropriate.      officer at any time
           as executive vice    The board shall        during the three-
     president or senior  elect all officers,    year period
       vice president. The  except assistant       following the
     board may elect      officers. The term     merger, Mr.
       other officers and   of office for all      Karmazin will
          agents as it deems   officers shall be      become the chief
           necessary. The       until the              executive officer
             officers shall hold  organization           while retaining his
   office until their   meeting of the         title and
             successors are       board following the    responsibilities as
         elected or           next annual meeting    chief operating
            appointed and        of shareholders and    officer. The chief
           qualify or until     until their            executive officer
  their earlier        respective             shall be
         resignation or       successors are         responsible, in
           removal. Any         elected or             consultation with
             officer elected or   appointed and shall    the chief operating
      appointed by the     qualify, or until      officer, for
          board may be         their earlier          corporate policy
          removed at any time  death, resignation     and strategy and
             with or without      or removal. The        the chief operating
       cause by the         chairman or any        officer shall
        affirmative vote of  officer may be         consult on all
         a majority of the    removed from           major decisions
         whole board.         office, either with    with, and shall
                                  or without cause,      report directly to,
                                  at any time by the     the chief executive
                                affirmative vote of    officer. However,
                                  the majority of the    unless Mr. Karmazin
                           members of the         is the chief
                                 board then in          executive officer,
                                  office.                the chief executive
                                                      officer will not
                                                  exercise any
                                                     powers, rights,
                                                  functions or
                                                         responsibilities of
                                                         the chief operating
                                              officer.

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                                                         President and Chief
                                                        Operating Officer.
                                                    Under Viacom's
                                                  proposed new
                                              Restated
                                                    Certificate of
                                                        Incorporation, Mr.
                                                        Karmazin will also
                                                        serve as president
                                                      as well as chief
                                                        operating officer.
                                                      Mr. Karmazin may
                                                       not be terminated
                                                         or demoted from his
                                                       position as chief
                                                       operating officer
                                                        or chief executive
                                                       officer, if he is
                                                     serving in that
                                                        capacity, and none
                                                         of his functions as
                                                     chief operating
                                                    officer may be
                                                         changed without the
                                                         affirmative vote of
                                                 at least 14
                                                directors.

                                                         The chief operating
                                                   officer will:

                                                  . supervise,
                                                        coordinate and
                                                         manage Viacom's
                                                   business,
                                                     operations,
                                                     activities,
                                                   operating
                                                      expenses and
                                                 capital
                                                     allocation;

                                                      . handle matters
                                                     relating to
                                                         officers (other
                                                        than the chief
                                                           executive officer
                                                   and chief
                                                   operating
                                                      officer) and
                                                   employees
                                                           including hiring,
                                                      terminating,
                                                  changing
                                                       positions and
                                                    allocating
                                                           responsibilities,
                                                        other than (a)
                                                        specific board
                                                        authority with
                                                        respect to the
                                                         chief financial
                                                      officer, the
                                                         general counsel
                                                 and the
                                                        controller and
                                                           (b) the authority
                                                         of the officers
                                                    nominating
                                                           committee and the
                                                      compensation
                                                        committee; and

                                            . hold
                                                           substantially all
                                                        of the powers,
                                                           rights, functions
                                             and
                                                          responsibilities
                                                   typically
                                                        exercised by a
                                                         chief operating
                                                  officer.

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                                                         All officers (other
                                                        than the chairman,
                                                     chief executive
                                                       officer and chief
                                                        operating officer)
                                                  will report,
                                                 directly or
                                                        indirectly, to the
                                                     chief operating
                                              officer.

                                                        If Mr. Karmazin is
                                                   not the chief
                                                       operating officer
                                                        or chief executive
                                                         officer, the Viacom
                                                         board may terminate
                                                         the chief operating
                                                        officer, eliminate
                                                       that position and
                                                  the officers
                                                nominating
                                                   committee and
                                                    reallocate the
                                                        functions of those
                                                       positions to whom
                                                       the officers will
                                             report.

                                                      Vice Presidents,
                                                Secretary,
                                               Assistant
                                                Secretary,
                                                   Treasurer and
                                               Assistant
                                                      Treasurer. Under
                                                       Viacom's By-laws,
                                                       the president and
                                                     chief operating
                                                        officer may assign
                                                       additional duties
                                                 to the vice
                                                 presidents,
                                                secretary,
                                               assistant
                                                secretary,
                                                   treasurer and
                                               assistant
                                                treasurer.
                                                      Generally, for a
                                                     period of three
                                                         years following the
                                                   merger, these
                                                       provisions cannot
                                                        be changed without
                                                        the approval of at
                                                         least 14 directors.

--------------------------------------------------------------------------------

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Shareholder                                                                     
Action.......                                                                   
            Under Delaware law,  Under Pennsylvania     See "Viacom Before
      unless the           law, unless            the Merger."
certificate of       otherwise                    
incorporation        restricted by the            
provides otherwise,  by-laws, a                   
a shareholder        shareholder action           
action may be taken  may be taken                 
if written consents  without a meeting            
are received from    upon the unanimous           
the holders of the   written consent of           
minimum number of    all of the                   
votes that would be  shareholders                 
necessary to         entitled to vote             
authorize that       thereon.                     
action at a meeting  Shareholders of a            
at which all the     registered                   
shares entitled to   corporation, such            
vote for that        as CBS, may                  
action were present  authorize an action          
and voted. Viacom's  without a meeting            
Restated             by less than                 
Certificate of       unanimous written            
Incorporation does   consent only if              
not restrict the     such action without          
ability of           a meeting is                 
shareholders to act  permitted by the             
by written consent.  articles of                  
           incorporation. CBS'
         Restated Articles
           of Incorporation do
         not provide for a
       partial written
         consent; and CBS'
      By-laws do not
restrict
          shareholder action
    by unanimous
        written consent.

--------------------------------------------------------------------------------

Notice of                                                                       
Some                                                                            
Shareholder                                                                     
Actions......                                                                   
            Neither Viacom's     Under CBS' By-laws,    See "Viacom Before
      Restated             for nominations for    the Merger."
Certificate of       the election of              
Incorporation nor    directors to be              
its By-laws require  properly brought by          
shareholders to      a shareholder                
give Viacom advance  before an annual             
notice of director   meeting or a                 
nominations or       special meeting at           
business to be       which directors are          
presented at an      to be elected                
annual or general    pursuant to CBS'             
shareholders'        notice of meeting,           
meeting.             or for other                 
      business to be
           properly brought by
     a shareholder
        before an annual
    meeting, the
        shareholder must
         have given timely
         notice thereof in
       writing to CBS'
         secretary and the
           shareholder must be
   entitled by
           Pennsylvania law to
    present such
       business at the
           meeting and must be
        a shareholder of
          record at the time
           the required notice
           is given and at the
   time of the
      meeting. To be
 timely, a
     shareholder's
      notice must be
         delivered to CBS'
         secretary at CBS'
           principal executive
offices:

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Rights             Merger               Merger                            
--------------------------------------------------------------------------------

           . in the case of an
           annual meeting,
           for receipt not
             less than 90 days
             nor more than 120
             days prior to the
             first anniversary
            of the preceding
         year's annual
   meeting
             (provided, if the
       date of the
             annual meeting is
         advanced more
           than 30 days or
             delayed more than
            90 days from the
             anniversary date,
             the notice can be
          as late as the
    10th day
            following public
           announcement of
       the meeting
      date); and

         . with respect to
             the nomination of
       a person or
       persons for
            election to such
          position(s) as
            are specified in
          CBS' notice of
          meeting in the
             case of a special
        meeting, for
           receipt no more
         than 120 days
             prior to the date
           of such special
          meeting and no
          later than the
             90th day prior to
            the date of such
           special meeting
           or the 10th day
             following the day
           on which public
           announcement is
             first made of the
       date of the
           special meeting
      and of the
             nominees proposed
           by the board to
         be elected at
         such meeting.

        In no event will
  the public
          announcement of an
      adjournment or
          postponement of an
         annual or special
          meeting commence a
           new time period for
       the giving of a
     shareholder's
    notice. Such
     shareholder's
    notice shall
include:

 . certain
       information
           relating to the
            relationship, if
            any, between the
           shareholder and
             the nominee being
         proposed, the
             nominee's written
            consent, and the
       information
          required to be
           disclosed under
             the Exchange Act;

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Rights             Merger               Merger                            
--------------------------------------------------------------------------------

 . a brief
          description of
        the business
         desired to be
          brought before
           the meeting and
       the reasons
            therefor and any
             material interest
  of the
           shareholder and
          the beneficial
          owner therein;
and 

   . as to the
       shareholder
             giving the notice
         and as to the
             beneficial owner,
             if different from
           the shareholder
             giving notice, on
            whose behalf the
         nomination or
             proposal is made,
        the name and
       address and
            number of shares
       held by the
           shareholder and
             beneficial owner,
 and a
             representation by
           the shareholder
            as to the intent
        to hold such
            shares until the
          meeting and to
      attend the
            meeting and make
         the proposal.

--------------------------------------------------------------------------------

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Dissenters'                                                                     
Rights of                                                                       
Appraisal....  Delaware law         Pennsylvania law       See "Viacom Before   
      provides for         provides, with         the Merger."
appraisal rights on  certain exceptions,          
the part of the      that shareholders            
shareholders of a    of a corporation             
corporation only in  have a right to              
the case of certain  dissent from a               
mergers or           proposed                     
consolidations and   transaction and to           
not in the case of   obtain payment of            
other mergers,       the judicially               
sales or transfers   determined "fair             
of all or            value" of their              
substantially all    shares in a merger,          
of a corporation's   consolidation,               
assets or            division, share              
amendments to a      exchange or                  
corporation's        conversion, in               
certificate of       certain asset                
incorporation.       transfers, in                
Moreover, unless     transactions where           
the certificate of   the board grants             
incorporation so     dissenters rights,           
provides, Delaware   and in certain               
law does not         other plans or               
provide for          amendments to the            
appraisal rights in  articles of                  
connection with a    incorporation in             
merger or            which disparate              
consolidation for    treatment is given           
stock listed on a    to the holders of            
national securities  shares of the same           
exchange or          class or series              
designated as a      unless each group            
national market      has approved by a            
system security on   special class vote.          
the Nasdaq stock     These dissenters'            
market or held of    rights are not               
record by more than  available, however,          
2,000 shareholders,  for any class of             
unless the           stock that is                
agreement of merger  either listed on a           
or consolidation     national securities          
requires the         exchange or held of          
holders of the       record by more than          
stock to receive,    2,000 shareholders           
in exchange for      (as is the case              
their shares, any    with CBS common              
property other than  stock) unless (a)            
shares of stock of   the shares are not           
the surviving        converted solely             
corporation, shares  into shares of the           
of stock of any      acquiring,                   
other corporation    surviving, new or            
listed on a          other corporation,           
national securities  or solely into such          
exchange or          shares combined              
designated as a      with cash for any            
national market      fractional shares;           
system security on   (b) the shares               
the Nasdaq stock     being converted are          
market or held of    shares of any                
record by more than  preferred or                 
2,000 holders, cash  special class of             
instead of           stock, unless the            
fractional shares    articles of                  
or any combination   incorporation, the           
of the foregoing.    plan, or the terms           
Viacom's Restated    of the transaction           
Certificate of       entitle all holders          
Incorporation does   of the shares of             
not provide for      the preferred or             
appraisal rights in  special class to             
these                vote on the                  
circumstances. In    transaction and              
addition, Delaware   require the                  
law denies           approval of the              
appraisal rights to  affirmative vote of          
the shareholders of  a majority of the            
the surviving        votes cast by all            
corporation in a     shareholders of the          
merger if the        preferred or                 
merger did not       special class; or            
require the          (c) (1) the                  
approval of the      transaction                  
shareholders of the  provides for                 
surviving            disparate treatment          
corporation.         for shares of the            
     same class or
series, 

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      (2) the shares
           being converted are
          a group of a class
           or series of shares
    which are to
        receive the same
         special treatment
           in the transaction,
         and (3) the group
          is not entitled to
         vote as a special
      class for such
    transaction.

--------------------------------------------------------------------------------

Fiduciary                                                                       
Duties of                                                                       
Directors....  Under Delaware law,  Under Pennsylvania     See "Viacom Before   
      the business and     law, directors have    the Merger."
affairs of a         a fiduciary duty to          
corporation are      their corporation            
managed by or under  and are required to          
the direction of     perform their                
its board. In        duties in good               
exercising their     faith, in a manner           
powers, directors    they reasonably              
are charged with     believe to be in             
the fiduciary        the best interests           
duties of loyalty    of the corporation,          
and care to both     and with the care,           
the corporation and  including                    
the shareholders. A  reasonable inquiry,          
party challenging    skill and                    
the decision of a    diligence, that a            
board generally      person of ordinary           
bears the burden of  prudence would use           
rebutting the so-    under similar                
called "business     circumstances.               
judgment rule," a    Directors, in                
presumption that,    considering the              
in making a          best interests of            
business decision,   their corporation,           
directors acted on   may, but are not             
an informed basis,   required to,                 
in good faith and    consider the                 
in the honest        effects of any               
belief that the      action upon                  
action was taken in  employees,                   
the best interests   suppliers and                
of the corporation.  customers of the             
Unless this          corporation, and             
presumption is       upon communities in          
rebutted, the        which offices or             
business judgment    other                        
exercised by         establishments of            
directors in making  the corporation are          
their decisions is   located and all              
not subject to       other pertinent              
judicial review. To  factors. Under               
rebut this           Pennsylvania law,            
presumption, a       absent a breach of           
party must           fiduciary duty, a            
demonstrate that,    lack of good faith           
in reaching their    or self-dealing,             
decision, the        any act of the               
directors breached   board, a committee           
one or more of       of the board or an           
their fiduciary      individual director          
duties. If the       is presumed to be            
presumption is so    in the best                  
rebutted, the        interests of the             
directors bear the   corporation. The             
burden of            Pennsylvania                 
demonstrating the    Supreme Court has            
entire fairness of   recognized the               
the relevant         common law                   
transaction.         "business judgment           
Notwithstanding the  rule". Pennsylvania          
foregoing, Delaware  courts have not              
courts may subject   imposed any                  
directors'           heightened                   
defensive actions    obligations on               
taken in response    directors to                 
to a threat to       justify their                
corporate control    conduct in the               
or their approval    context of a                 
of a change-of-      potential or                 
control transaction  proposed                     
to enhanced          acquisition of               
scrutiny and may     control or required          
require the          directors to                 
directors to         maximize the short-          
maximize the short-  term financial               
term financial       return to                    
interests of         shareholders.                
shareholders.                                     

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Limitation       Delaware law         Under                  See "Viacom        
of Personal    permits a            Pennsylvania law, a    Before the Merger."  
Liability of   corporation to       corporation may                             
Directors....  include in its       include in its by-                          
certificate of       laws a provision             
incorporation a      which eliminates             
provision that       the liability of             
limits or            its directors for            
eliminates the       monetary damages             
liability of its     for any action               
directors to the     taken or the                 
corporation or its   failure to take any          
shareholders for     action, unless (a)           
monetary damages     the directors have           
arising from a       breached or failed           
breach of fiduciary  to perform their             
duty, except under   duties and (b) the           
certain              breach or failure            
circumstances. Some  to perform                   
of these             constitutes self-            
circumstances would  dealing, willful             
include a breach of  misconduct or                
the duty of loyalty  recklessness.                
to the corporation   However, a                   
or its               Pennsylvania                 
shareholders, acts   corporation may not          
or omissions not in  eliminate the                
good faith or which  liability of                 
involve intentional  directors where the          
misconduct or a      responsibility or            
knowing violation    liability of a               
of law, an unlawful  director arises              
declartion of a      under any criminal           
declaration of a     statute or is for            
dividend or          the payment of               
unlawful             federal, state or            
authorization of     local taxes. CBS'            
the repurchase or    Restated Articles            
redemption of stock  of Incorporation             
or any transaction   and By-laws                  
from which the       eliminate director           
director derived an  liability to the             
improper personal    fullest extent               
benefit. Viacom's    permitted by                 
Restated             Pennsylvania law.            
Certificate of                                    
Incorporation                                     
eliminates director                               
liability to the                                  
fullest extent                                    
permitted by                                      
Delaware law.                                     

--------------------------------------------------------------------------------

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                                                     See "Viacom
Indemnification  Under Delaware       The provisions of    Before the Merger."  
of Directors   law, a corporation   Pennsylvania law                            
and            may indemnify a      regarding                                   
Officers.....  director or officer  indemnification are                         
of the corporation   substantially                
against expenses,    similar to those of          
including            Delaware law.                
attorneys' fees,     Unlike Delaware              
judgments, fines     law, however,                
and settlement       Pennsylvania law             
amounts actually     expressly permits            
and reasonably       indemnification in           
incurred in a civil  connection with any          
or criminal action,  action, including a          
suit or proceeding   derivative action,           
by reason of being   unless a court               
or having been a     determines that the          
representative of    acts or omissions            
or serving at the    giving rise to the           
request of the       claim constituted            
corporation. This    willful misconduct           
indemnification is   or recklessness.             
available if the                                  
person acted in                                   
good faith and                                    
reasonably believed                               
that his or her                                   
actions were in or                                
not opposed to the                                
best interests of                                 
the corporation                                   
and, in a criminal                                
proceeding, had no                                
reasonable cause to                               
believe that his or                               
her conduct was                                   
unlawful. In an                                   
action brought by                                 
or on behalf of the                               
corporation, this                                 
indemnification is                                
limited to expenses                               
incurred. Delaware                                
law also provides                                 
that a corporation                                
may advance a                                     
director, officer,                                
employee or agent                                 
the expenses                                      
incurred in                                       
defending any                                     
action, but that,                                 
in the case of                                    
advances to                                       
directors or                                      
officers the                                      
corporation must                                  
first receive an                                  
undertaking from                                  
the officer or                                    
director to repay                                 
the amount advanced                               
if it is ultimately                               
determined that the                               
person is not                                     
entitled to                                       
indemnification. A                                
determination of                                  
the amount of the                                 
indemnification to                                
be paid in any                                    
circumstance must                                 
be made by a                                      
majority of the                                   
directors who are                                 
not parties to the                                
action, even though                               
less than a quorum,                               
by a committee of                                 
such disinterested                                
directors or, if                                  
there are no such                                 
directors                                         

     CBS' Restated
   Articles of
         Incorporation and
           By-laws provide for
broad   
          indemnification of
     directors and
          officers. However,
    CBS' By-laws
          specifically state
          that there will be
          no indemnification
 where the
  indemnitee
     initiates the
           claim, except for a
        claim to enforce
by-law  
       indemnification
           rights. The By-laws
       provide for the
      advancement of
           certain expenses if
          the person seeking
       indemnification
           agrees to repay all
           amounts advanced if
   it is later
       determined that
          such person is not
      entitled to be
   indemnified
           pursuant to the By-
         laws against such
 expenses.

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or if such                                        
directors so                                      
direct, by                                        
independent legal                                 
counsel. No                                       
indemnification for                               
expenses in                                       
derivative actions                                
is permitted under                                
Delaware law if the                               
person is found to                                
be liable to the                                  
corporation, unless                               
a court finds him                                 
or her entitled to                                
such                                              
indemnification.                                  
If, however, that                                 
person is                                         
successful, on the                                
merits or                                         
otherwise, in                                     
defending a third-                                
party or derivative                               
action,                                           
indemnification for                               
expenses incurred                                 
is mandatory. The                                 
indemnification                                   
provisions of                                     
Delaware law are                                  
not exclusive of                                  
any other rights to                               
which the party may                               
be entitled under                                 
any by-law,                                       
agreement or vote                                 
of shareholders or                                
disinterested                                     
directors.                                        

Viacom's Restated                                 
Certificate of                                    
Incorporation                                     
provides for                                      
mandatory                                         
indemnification of                                
its directors,                                    
officers, employees                               
or agents to the                                  
fullest extent                                    
provided by law.                                  
However, Viacom                                   
will not indemnify                                
a person who was                                  
adjudged to be                                    
liable to Viacom,                                 
unless the court                                  
decides that such                                 
person is entitled                                
to Viacom's                                       
indemnity. Viacom's                               
Restated                                          
Certificate of                                    
Incorporation                                     
provides for the                                  
advancement of                                    
expenses for its                                  
directors and                                     
officers if they                                  
agree to repay all                                
amounts advanced if                               
it is later                                       
ultimately                                        
determined that                                   
they are not                                      
entitled to be                                    
indemnified. In                                   
addition, Viacom's                                
Restated                                          
Certificate of                                    
Incorporation                                     
provides for the                                  
advancement of                                    
expenses for its                                  
employees and                                     
agents as Viacom                                  
deems it                                          
appropriate.                                      

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Anti-                                                                           
Takeover                                                                        
Provisions...  Under Delaware law,  Pennsylvania law       See "Viacom Before   
      a corporation is     contains several       the Merger."
prohibited from      anti-takeover                
engaging in any      provisions which             
"business            apply to registered          
combination" with    corporations such            
an "interested       as CBS.                      
shareholder," which                               
is defined as a      Transactions with            
person who,          Interested                   
together with        Shareholders.                
affiliates or        Pennsylvania law             
associates, owns,    provides that the            
or within a three-   types of                     
year period did      transactions listed          
own, 15% or more of  below must be                
the corporation's    approved by the              
voting stock for a   affirmative vote of          
period of three      at least a majority          
years following the  of the votes that            
date on which the    all shareholders             
shareholder became   are entitled to              
an interested        cast with respect            
shareholder,         to such                      
unless:              transaction,                 
     excluding all
. the certificate    voting shares owned          
of incorporation   by an interested           
provides           shareholder. An            
otherwise;         interested                 
   shareholder
. prior to the date  generally means,             
on which the       for purposes of            
person became an   this provision, a          
interested         shareholder who is         
shareholder, the   a party to the             
board approved     transaction or who         
either the         is treated                 
business           differently from           
combination or     other shareholders,        
the transaction    together with their        
which resulted in  affiliates and             
the shareholder    persons acting             
becoming an        jointly or in              
interested         concert with them.         
shareholder;       The following types        
       of transactions
. the interested     require the special          
shareholder owned  vote described             
85% or more of     above:                     
the voting stock                              
of the             . a merger or              
corporation,         consolidation, a         
excluding            share exchange or        
specified shares,    certain sales of         
upon completion      assets between a         
of the               corporation or           
transaction as       its subsidiary           
the result of        and a shareholder        
which the person     of the                   
became an            corporation;             
interested                                    
shareholder; or    . a division of the        
           corporation, if
. on or after the      an interested              
date on which        shareholder is to        
such person          receive a                
became an            disproportionate         
interested           amount of any of         
shareholder, the     the securities of        
business             any corporation          
combination is       surviving or             
approved by the      resulting from           
board and the        the division;            
affirmative vote,                             
at a special       . a voluntary              
meeting and not      dissolution of           
by written           the corporation,         
consent, of at       if any                   
least 66 2/3% of     shareholder is to        
the outstanding      be treated               
voting shares of     differently from         
the corporation,     others holding           
excluding shares     shares of the            
held by such         same class (other        
interested           than dissenters'         
shareholder.         rights); or              

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Rights             Merger               Merger                            
--------------------------------------------------------------------------------

A "business          . a                          
combination"           reclassification,          
includes:              if any                     
         shareholder's
. mergers,             percentage of              
consolidations       voting or                
and sales or         economic share           
other                interest in the          
dispositions of      corporation is           
10% or more of       materially               
the assets of a      increased                
corporation to or    relative to              
with an              substantially all        
interested           other                    
shareholder;         shareholders.            

. certain            The special voting           
transactions       requirement with           
resulting in the   respect to the             
issuance or        above types of             
transfer to an     transactions does          
interested         not apply if:              
shareholder of                                
any stock of such  . the proposed             
corporation or       transaction has          
its subsidiaries;    been approved by         
and                  a majority of the        
         corporation's
. other                board, excluding           
transactions         directors                
resulting in a       affiliated with          
disproportionate     or nominated by          
financial benefit    the interested           
to an interested     shareholder;             
shareholder.                                  

Delaware law does    . the consideration          
not contain a          received for each          
"control-share         class of stock             
acquisition"           owned by the               
statute similar to     interested                 
that contained in      shareholder is at          
Pennsylvania law.      least as high as           
       the highest
         consideration
         paid for that
        class by the
      interested
           shareholder; or
         . the transaction
          is a merger or
         consolidation
       involving a
  parent
             corporation which
             owns at least 80%
            of each class of
             the stock of each
             other constituent
  party.
Business
   Combination
   Moratorium.
        Pennsylvania law
      provides for a
 five-year
     moratorium on
business
           combinations with a
  registered
         corporation by an
  interested
         shareholder after
     the date such
    person first
  becomes an
  interested
        shareholder. For
     this purpose,
  interested
   shareholder
         generally means a
  person who
       individually or
           with or through any
         of its affiliates
          or associates owns
         stock with 20% or
   more of the
        combined vote of
          shares entitled to
          elect directors or
     who held such
          amount in the last
         five years and is
           still an affiliate.

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     Following the
         expiration of the
 five-year
     moratorium, a
business
        combination with
       that interested
           shareholder must be
           approved by either:

           . a majority of the
           shares not held
             by the interested
          shareholder or
          its affiliates
           and associates;
or  

           . a majority of the
       shares cast
           including those
          shares held by
          the interested
            shareholder, and
        the business
           combination (a)
             must meet certain
      fair price
            criteria and (b)
          the interested
       shareholder
       cannot have
         increased its
           holdings during
         the five-year
   period.

 "Business
     combinations"
include:

  . mergers,
           consolidations,
           share exchanges
             or divisions of a
      registered
          corporation or
           its subsidiary:
   with an
      interested
           shareholder; or
           with, involving
           or resulting in
     any other
             corporation which
             is, or after such
   merger,
          consolidation,
             share exchange or
          division would
            be, an affiliate
           or associate of
           such interested
        shareholder;

        . a sale, lease,
     exchange,
             mortgage, pledge,
             transfer or other
             disposition to or
   with an
      interested
          shareholder or
            any affiliate or
           associate of an
      interested
          shareholder of
         assets of the
          corporation or
          any subsidiary
          having a value
             equal to at least
          10% of (a) the
           assets, (b) all
           the outstanding
             shares or (c) the
            earning power or
           net income on a
        consolidated
          basis, of such
      registered
          corporation or
           its subsidiary;

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           . the adoption of a
   plan of
          liquidation or
       dissolution
           proposed by the
      interested
          shareholder or
             its affiliates or
           associates; and

         . other specified
        self-dealing
        transactions
        between such
      registered
           corporation and
         an interested
          shareholder or
            any affiliate or
     associate
    thereof.

     The five-year
           moratorium does not
 apply to:

  . business
             combinations with
       persons who
             became interested
             shareholders with
     the prior
           approval of the
  board;

  . business
             combinations that
            were approved by
           the board prior
          to the date on
     which the
       shareholder
     became an
      interested
        shareholder;

  . business
        combinations
           approved by all
             of the holders of
           the outstanding
          common shares;
and 

  . business
        combinations
         approved by a
           majority of the
          voting shares,
             not including any
         voting shares
        beneficially
        owned by the
      interested
          shareholder or
            any affiliate or
            associate of the
      interested
             shareholder, at a
          meeting called
            for such purpose
           no earlier than
        three months
          after the date
          the interested
       shareholder
      became the
            beneficial owner
         of 80% of the
          voting shares,
             provided that the
      interested
       shareholder
        continues to
            beneficially own
             80% of the voting
         shares at the
        time of such
       meeting and
        certain fair
          price criteria
           are met and the
      interested
           shareholder has
             not increased its
     holdings.

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Rights             Merger               Merger                            
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         Shareholder Right
      to Have Shares
    Purchased in
Control 
           Transactions. Under
         Pennsylvania law,
        when a person or
        group of persons
       acting together
        holds 20% of the
          shares entitled to
   vote in the
   election of
      directors, any
       other holder of
        voting shares of
      the registered
       corporation who
           objects can, within
         a reasonable time
         after the control
          person or group of
        persons acquires
      the 20% stake,
           require the control
         group to purchase
         his or her shares
        at a fair value.
     Fair value is
           defined as not less
        than the highest
       price per share
           paid by the control
          person at any time
         during the 90-day
        period ending on
       the date of the
           control transaction
       plus any value,
           including any value
           paid or payable for
          the acquisition of
         control, that may
           not be reflected in
   such price.

--------------------------------------------------------------------------------

Rights         Viacom does not      On December 29,        See "Viacom Before   
Plan.........  have a rights plan.  1995, the board of     the Merger."         
        directors of CBS
 adopted a
          shareholder rights
          plan providing for
           the distribution of
          one right for each
           share of its common
         stock outstanding
          on January 9, 1996
 or issued
        thereafter until
         the occurrence of
           certain events. The
     rights become
           exercisable only in
       the event, with
           certain exceptions,
         that an acquiring
         party accumulates
           15% or more of CBS'
         voting stock or a
          party announces an
        offer to acquire
           30% or more of CBS'
         voting stock. The
       rights will not
          become exercisable
          as a result of the
         merger because of
         prior approval of
         the merger by the
          board of directors
          of CBS. The rights
         initially have an
         exercise price of
         $64 per share and
         expire on January
9, 2006;

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--------------------------------------------------------------------------------
                                                          Combined Company
Shareholder    Viacom Before the      CBS Before the       Shareholder Rights 
Rights             Merger               Merger                            
--------------------------------------------------------------------------------

        however, the CBS
           Board has adopted a
  resolution
     affirming its
           intention to redeem
     the rights in
       January 2001 if
          still outstanding.
           Upon the occurrence
          of certain events,
      holders of the
      rights will be
   entitled to
           purchase either CBS
          Series A preferred
           shares or shares in
           an acquiring entity
         at half of market
     value. CBS is
          entitled to redeem
       the rights at a
         value of $.01 per
         right at any time
           until the tenth day
     following the
        acquisition of a
           15% position in its
     voting stock.

--------------------------------------------------------------------------------

Rights of                                                                       
Inspection...                                                                   
            Under Delaware law,  Under Pennsylvania     See "Viacom Before
      every shareholder,   law every              the Merger."
upon proper written  shareholder, upon            
demand stating the   proper written               
purpose, may         demand stating the           
inspect the          purpose, may                 
corporate books and  inspect the                  
records as long as   corporate books and          
the inspection is    records as long as           
for a proper         the inspection is            
purpose and during   for a proper                 
normal business      purpose and during           
hours. A "proper     normal business              
purpose" is any      hours. A "proper             
purpose reasonably   purpose" is any              
related to the       purpose reasonably           
interest of the      related to the               
inspecting person    interest of the              
as a shareholder.    inspecting person            
         as a shareholder.

--------------------------------------------------------------------------------

Liquidation                                                                     
Rights.......                                                                   
            The rights of the                           See "Viacom Before
      holders of shares                           the Merger."
of Viacom's common   Holders of shares            
stock upon the       of CBS' common               
liquidation or       stock upon the               
dissolution of       liquidation or               
Viacom are           dissolution of CBS           
substantially the    have the right to            
same as those of     receive (on a                
the holders of       parity with any              
shares of CBS'       preferred stock              
common stock upon    ranking on a parity          
the liquidation or   with the common for          
dissolution of CBS.  this purpose) any            
    surplus that
     remains after
           paying or providing
           for all liabilities
        of CBS and after
         all distributions
         have been made to
      stock having a
         preference to the
           common with respect
to      
                liquidation/dissolution.

--------------------------------------------------------------------------------

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In addition, upon consummation of the merger, holders of shares of CBS    
Series B preferred stock will become holders of shares of Viacom Series C       
preferred stock. Consequently, following the merger, Delaware law and Viacom's  
proposed new Restated Certificate of Incorporation and its By-laws, both as     
amended as a result of the merger, will govern the rights of former holders of  
CBS Series B preferred stock. Except as described in the table below, the       
rights of holders of Viacom Series C preferred stock are substantially          
identical to the rights of holders of CBS Series B preferred stock:             

                                                        [Enlarge/Download Table]

                                                                Viacom Series C       
                           CBS Series B Preferred Stock         Preferred Stock       
                         -------------------------------- ----------------------------
                                                                                      
Par Value:               $1.00 per share                  $.01 per share              
Voting Rights Equal To:  1,000 shares of CBS common stock 100 shares of Viacom Class A
                                                          common stock                
Convertible into:        1,000 shares of CBS common stock 1,000 shares of Viacom      
                                                          non-voting Class B common   
                                                          stock                       

ADOPTION OF NEW RESTATED CERTIFICATE OF INCORPORATION 

  The Board of Directors of Viacom has declared the advisability, approved and
is submitting for shareholder adoption a new Restated Certificate of            
Incorporation for Viacom. The full text of the proposed new Restated            
Certificate of Incorporation is attached as Annex B. For a summary of the       
material provisions, see "The Merger--Directors, Management and Corporate       
Governance of the Combined Company," which should be read in conjunction with,  
and is qualified in its entirety by reference to, the full text of the proposed 
new Restated Certificate of Incorporation attached as Annex B. For a summary of 
the material differences between the Restated Certificate of Incorporation as   
in effect immediately prior to the effective time of the merger and the         
proposed new Restated Certificate of Incorporation, see "Comparison of Rights   
of Holders of Viacom Stock and CBS Stock."                                      

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AMENDMENT TO THE VIACOM 1997 LONG-TERM
MANAGEMENT INCENTIVE PLAN 

  The Viacom 1997 long-term management incentive plan was adopted on March 27,
1997 and was approved by Viacom's shareholders. The Viacom board amended the    
plan on July 29, 1999 and September 6, 1999 to increase the number of shares of 
Viacom Class B common stock authorized for issuance under this plan by an       
additional 10 million shares to a total of 50 million shares of Class B common  
stock, as described more fully below, as well as to make certain other          
amendments. The increase in the number of shares of Class B common stock        
authorized for issuance under the plan is being submitted for approval by the   
affirmative vote of the holders of a majority of the shares of Viacom's Class A 
common stock outstanding on the record date, by written consent.                

General Description of this Plan                                              

The following is a description of the material features of this plan. The 
full text of this plan is attached as Annex J to this joint proxy               
statement/prospectus. This plan provides for grants of stock options to         
purchase shares of Class B common stock, stock appreciation rights, restricted  
shares of Class B common stock and phantom shares. However, no incentive stock  
options, stock appreciation rights, restricted shares or phantom shares have    
been or will be granted under this plan. The terms and conditions of the non-   
qualified stock options granted or to be granted under the plan are described   
in more detail below. Approximately 1,000 of Viacom's employees are eligible    
for grants under this plan. Where necessary, compensation relating to awards    
under this plan is generally intended to qualify as "qualified performance-     
based compensation," which is excluded from the $1.0 million limit on           
deductible compensation set forth in Section 162(m) of the Internal Revenue     
Code.                                                                           

The maximum aggregate number of shares of Class B common stock that may be
distributed under this plan, whether reserved for issuance upon grants of stock 
options or stock appreciation rights or granted as restricted shares, is        
currently 40 million, subject to adjustment. On July 29, 1999 and September 6,  
1999, the board amended this plan to authorize the issuance of an additional 10 
million shares of Class B common stock, subject to approval of the Viacom       
shareholders, for a total of 50 million shares. Shares of Class B common stock  
covered by expired or terminated stock options are not counted in applying such 
limit. The maximum aggregate number of shares of Class B common stock that may  
be granted pursuant to awards granted to any participant during the five-year   
term of this plan is 10 million. Grants under this plan are currently           
authorized by the senior executive compensation committee of the Viacom board,  
in its sole discretion. For this reason, it is not possible to determine the    
benefits or amounts of the awards that will be received by any particular       
employees or group of employees in the future.                                  

Administration                                                                

  This plan is administered by the senior executive compensation committee, or
such other committee appointed by the Viacom board, which, following            
consummation of the merger, will be the compensation committee under Article    
XIII of the company's restated certificate of incorporation and will be         
referred to as the "committee" throughout the description of this plan. The     
committee must be comprised of at least two members of the board of directors,  
each of whom must be a "non-employee" director within the meaning of Rule 16b-3 
under the Securities Exchange Act of 1934.                                      

Stock Options                                                                 

Stock options can be either incentive stock options or options that do not
qualify as incentive stock options for federal income tax purposes, called non- 
qualified stock options, as determined by the committee. However, all stock     
options issued under the plan or to be issued will be non-qualified stock       
options.                                                                        

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 Subject to some limits described below, the committee determines the number
of stock options granted, the exercise price of the stock options, the vesting  
schedule applicable to the stock options and the period during which they can   
be exercised. The committee may, in its discretion, accelerate the vesting date 
of any stock option. No stock option can be exercised more than ten years after 
the date of grant. The exercise price of a stock option must be paid in full at 
the time of exercise as follows:                                                

.  in cash,                                                                 

.  in the discretion of the committee, in shares of Viacom Class B common   
stock or other Viacom securities designated by the committee, or      

.  in a combination of cash, shares or such other securities.               

 Generally, if a participant voluntarily terminates employment or his or her
employment is terminated by Viacom other than for cause, his or her outstanding 
stock options may be exercised, to the extent then exercisable, for six months  
following the date of termination. In the event of a participant's retirement,  
he or she may exercise his or her stock options, to the extent exercisable on   
the date of retirement, for six months after his or her retirement for options  
granted prior to August 1, 1999 and for two years after his or her retirement   
for options granted on or after August 1, 1999. In the event of a participant's 
death, his or her stock options may be exercised, to the extent exercisable at  
the date of death, by the person who acquired the right to exercise the stock   
options by will or the laws of descent and distribution for one year following  
the date of death. In the event of the permanent disability of a participant,   
his or her stock options may be exercised, to the extent exercisable upon the   
date of the onset of such permanent disability, for one year following such     
date. If any participant's employment is terminated for cause, then, unless the 
committee determines otherwise, all stock options, whether or not then vested,  
will be forfeited by the participant effective as of the date of such           
termination. The committee generally has the discretion to set post-termination 
exercise periods in excess of those described above. However, in no event may a 
stock option be exercised following the earlier to occur of the expiration of   
the option and the tenth anniversary of the date of grant.                      

 In the event that a participant's employment terminates under circumstances
that would constitute an "involuntary termination," within the meaning of       
Viacom's executive severance plans, all of the participant's options will vest  
on the date of his or her involuntary termination, and each stock option will   
continue to be exercisable in accordance with its terms, for two years, in case 
of a Vice President, and for three years, in the case of a Senior Vice          
President, or through the option's original expiration date, if earlier. For    
Messrs. Dauman and Dooley only, the post-resignation option exercise periods of 
their options have been extended through December 31, 2003 or through the       
option's original expiration date, if earlier, subject to their compliance with 
the restrictive covenants in their agreements. The executive severance plans    
and the agreements with Messrs. Dauman and Dooley are described in detail in    
the section captioned "Interests of Persons in the Merger--Senior Management    
Arrangements" above.                                                            

Adjustments                                                                   

In the event of a merger, consolidation, stock split, dividend,           
distribution, combination, reclassification or recapitalization that changes    
the character or amount of the Class B common stock, the committee will make    
any adjustments as it deems appropriate to the following:                       

.  the number of shares of Class B common stock subject to any stock        
options,                                                              

. the exercise price of any outstanding stock options, and                  

. the maximum number of shares of Class B common stock that may be granted  
under the plan or the aggregate number of shares that may be granted to 
any participant.                                                        

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Transfer Restrictions, Etc.                                                   

 The rights of a participant with respect to the stock options granted under
this plan are not transferable by the participant except:                       

. by will or the laws of descent and distribution, or                       

. to members of the participant's immediate family or trusts whose          
beneficiaries are members of the participant's immediate family, as     
permitted by the committee.                                             

Except as described above, no grant under this plan entitles a participant
to any rights of a holder of shares of Class B common stock, nor will any grant 
be construed as giving any employee a right to continued service with Viacom.   

Amendment and Termination of this Plan                                        

This plan, by its terms, expires on March 27, 2002. This plan may be      
terminated and may be altered, amended, suspended or terminated at any time, in 
whole or in part, by the board of directors, except that no alteration or       
amendment will be effective without shareholder approval if approval is         
required.                                                                       

Tax Consequences                                                              

The following is intended as a general summary of the federal income tax  
consequences associated with the grant and exercise of non-qualified stock      
options. This summary does not purport to be complete and does not address any  
applicable state or local tax law. In general, the grant of a non-qualified     
stock option will not result in the recognition of taxable income by the        
participant or in a tax deduction to Viacom or its subsidiaries. Upon exercise  
of a non-qualified stock option, a participant will recognize ordinary income   
in an amount equal to the excess of the fair market value of the shares         
purchased over the exercise price of the non-qualified stock option. The amount 
of the income so recognized is subject to income tax withholding and a tax      
deduction equal to the amount of such income is allowable to the participant's  
employer. Gain or loss upon a subsequent sale of the stock received upon        
exercise of a non-qualified stock option generally would be taxed as capital    
gain or loss (long-term or short-term depending on the holding period of the    
stock sold). Certain additional rules apply if the exercise price for a non-    
qualified stock option is paid in shares or other securities previously owned   
by the participant.                                                             

The Viacom Board Unanimously Recommends That The Holders Of Viacom Class A
Common Stock Approve The Amendment To The Plan.                                 

SOLICITATION OF CONSENTS AND PROXIES

Each of Viacom and CBS will bear the cost of the solicitation of consents 
and proxies from its own shareholders, except that Viacom and CBS will share    
equally the cost of printing this joint proxy statement/prospectus and the fees 
associated with the filing of this joint proxy statement/prospectus with the    
SEC. In addition to solicitation by mail, directors, officers and employees of  
each of Viacom and CBS may solicit consents or proxies from shareholders of     
their respective companies by telephone, facsimile or telegram or in person.    
Arrangements will also be made with brokerage houses and other custodians,      
nominees and fiduciaries for the forwarding of solicitation material to the     
beneficial owners of stock held of record by these persons, and Viacom and CBS  
will reimburse these custodians, nominees and fiduciaries for their reasonable  
out-of-pocket expenses.                                                         

 Georgeson & Company Inc. will assist in the solicitation of proxies by CBS.
Georgeson & Company Inc. will receive a fee of $25,000, plus costs and          
expenses, for its services.                                                     

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SHAREHOLDER PROPOSALS 

The Viacom board will consider proposals of shareholders intended to be   
presented for action at Viacom's next or, if the merger is completed, the       
combined company's, annual meeting of shareholders. A shareholder proposal must 
be submitted in writing and be received at Viacom's principal executive         
offices, 1515 Broadway, New York, NY 10036, Attn: Corporate Secretary. The      
deadline for shareholders to submit proposals pursuant to Rule 14a-8 of the     
Securities Exchange Act of 1934 for inclusion in Viacom's proxy statement and   
form of proxy for the annual meeting is December 17, 1999.                      

If the merger is not completed, CBS will hold a 2000 annual meeting of    
shareholders. If such meeting is held, shareholders' proposals must be in       
writing, addressed to the CBS Secretary, and received at the principal          
executive offices of CBS on or before November 26, 1999, to be considered for   
inclusion in the proxy materials relating to that meeting. Shareholder nominees 
or proposals outside of the processes of Rule 14a-8 of the Exchange Act must be 
sent to the CBS Secretary at the principal executive offices of CBS for receipt 
between January 5, 2000 and February 4, 2000 and must include the information   
required by CBS' By-laws. In the event the combination is completed, there will 
not be an annual meeting of CBS in 2000.                                        

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LEGAL MATTERS 

 Legal matters with respect to the validity of the securities offered hereby
and the merger will be passed upon for Viacom by Michael D. Fricklas, Esq.,     
Senior Vice President, General Counsel and Secretary of Viacom.                 

EXPERTS 

The consolidated financial statements of Viacom incorporated into this    
document by reference to Viacom's Annual Report on Form 10-K for the year ended 
December 31, 1998, have been so incorporated in reliance on the report of       
PricewaterhouseCoopers LLP, independent accountants, given on the authority of  
said firm as experts in auditing and accounting.                                

The consolidated financial statements and the related financial statement 
schedule of CBS, as of December 31, 1998 and 1997 and for each of the years in  
the three year period ended December 31, 1998, incorporated by reference in     
this joint proxy statement/prospectus from CBS' Annual Report on Form 10-K for  
the year ended December 31, 1998, have been audited by KPMG LLP, independent    
auditors, as stated in their reports, which are incorporated in this document   
by reference, and have been so incorporated in reliance upon the reports of     
such firm given upon their authority as experts in accounting and auditing.     

The consolidated financial statements of King World incorporated in this  
joint proxy statement/prospectus by reference from CBS' Current Report on Form  
8-K dated on or about October 8, 1999, have been audited by Arthur Andersen     
LLP, independent public accountants, as indicated in their report with respect  
thereto and is incorporated in this document by reference in reliance upon the  
authority of said firm as experts in giving said report.                        

WHERE YOU CAN FIND MORE INFORMATION AND 
INCORPORATION OF DOCUMENTS BY REFERENCE 

Viacom and CBS are subject to the informational requirements of the       
Securities Exchange Act of 1934 and each accordingly files reports and other    
information with the SEC. Reports, proxy statements and other information filed 
by Viacom or CBS with the SEC can be inspected and copied at the public         
reference facilities maintained by the SEC at Room 1024, 450 Fifth Street,      
N.W., Washington, D.C. 20549 or at its regional offices located at Suite 1400,  
Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois 60661    
and at Seven World Trade Center, 13th Floor, New York, New York 10048, and      
copies of these materials can be obtained from the Public Reference Section of  
the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates,   
or by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an      
Internet site that contains reports, proxy statements and other information     
regarding registrants that file electronically, such as Viacom and CBS. The     
address of the SEC's Internet site is http://www.sec.gov.                       

Viacom has filed a registration statement on Form S-4 under the Securities
Act of 1933, of which this joint proxy statement/prospectus forms a part,       
relating to the Viacom Class B common stock to be issued in connection with the 
merger. This joint proxy statement/prospectus does not contain all the          
information set forth in the registration statement, selected portions of which 
are omitted in accordance with the rules and regulations of the SEC. For        
further information pertaining to Viacom, CBS and the Viacom Class B common     
stock, reference is made to the registration statement and its exhibits.        
Statements contained in this joint proxy statement/prospectus or in any         
document incorporated in this joint proxy statement/prospectus by reference as  
to the contents of any contract or other document referred to within this       
document or other documents that are incorporated by reference are not          
necessarily complete and, in each instance, reference is made to the copy of    
the applicable contract or other document filed as an exhibit to the            
registration statement or otherwise filed with the SEC. Each statement          
contained in this joint proxy statement/prospectus is qualified in its entirety 
by reference to the underlying documents.                                       

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Viacom Class A and Class B common stock are listed on the NYSE and were   
previously listed on the American Stock Exchange. Reports, proxy statements and 
other information concerning Viacom can be inspected at the offices of the      
NYSE, 20 Broad Street, New York, New York 10005 and the American Stock          
Exchange, 86 Trinity Place, New York, New York 10006. CBS common stock is       
listed on the NYSE, the Chicago Stock Exchange, the Boston Stock Exchange, the  
Philadelphia Stock Exchange and the Pacific Stock Exchange. Reports, proxy      
statements and other information concerning CBS can also be inspected at the    
offices of the NYSE.                                                            

This joint proxy statement/prospectus incorporates documents by reference 
that are not included as part of this document. Viacom and CBS undertake to     
provide, without charge, to each person, including any beneficial owner of      
Viacom Class A common stock, Viacom Class B common stock and CBS Common Stock,  
to whom a copy of this joint proxy statement/prospectus has been delivered,     
upon written or oral request, a copy of any and all of the documents that have  
been incorporated into this document by reference, other than exhibits to those 
documents unless the exhibits are specifically incorporated into this document  
by reference. Requests for these documents should be directed, in the case of   
documents relating to Viacom or any of its subsidiaries, to Viacom Inc., 1515   
Broadway, 53rd Floor, New York, New York 10036, Attention: Investor Relations,  
phone number: (212) 258-6700, and, in the case of documents relating to CBS or  
any of its subsidiaries, to CBS Corporation, 51 W. 52nd Street, New York, New   
York 10019, Attention: Secretary, phone number:(212) 975- 4321. In order to     
ensure timely delivery of requested documents, requests should be made by       
December 13, 1999.                                                              

 The following documents, which have been filed with the SEC by Viacom (File
No. 1-9553) and CBS (File No. 1-977), are incorporated into this document by    
reference:                                                                      

Viacom                                                                          

(a) the Annual Report on Form 10-K of Viacom for the fiscal year ended    
December 31, 1998;                                                              

(b) the Viacom Quarterly reports on Form 10-Q for the periods ended March 
31, 1999, June 30, 1999 and September 30, 1999;                                 

(c) the Current Reports on Form 8-K of Viacom filed May 18, 1999, June 24,
1999, September 8, 1999, as amended, and October 12, 1999; and                  

(d) the definitive Proxy Statement filed on April 16, 1999, in connection 
with Viacom's 1999 Annual Meeting.                                              

CBS                                                                             

(a) the Annual Report on Form 10-K, as amended by Form 10-K/A, of CBS for 
the fiscal year ended December 31, 1998;                                        

(b) the CBS Quarterly report on Form 10-Q, as amended by Form 10-Q/A, for 
the period ended March 31, 1999, the CBS Quarterly report on Form 10-Q for the  
period ended June 30, 1999 and the CBS Quarterly report on Form 10-Q for the    
period ended September 30, 1999;                                                

 (c) the Current Reports on Form 8-K of CBS filed January 29, 1999, February
5, 1999, April 1, 1999, April 13, 1999, April 30, 1999, June 4, 1999, June 28,  
1999, July 30, 1999, August 4, 1999, September 8, 1999, September 15, 1999,     
October 8, 1999 (in respect of the Viacom/CBS merger), October 12, 1999,        
October 29, 1999, November 2, 1999, November 5, 1999 and November 22, 1999;     

(d) the Current Report on Form 8-K of CBS filed on November 22, 1999 which
includes King World's consolidated financial statements and the notes thereto   
as of August 31, 1999 and 1998 and for the three years ended August 31, 1999;   

(e) the description of CBS common stock contained in CBS' registration    
statement on Form 10 dated May 15, 1935; and                                    

(f) the definitive Proxy Statement filed on March 25, 1999, in connection 
with CBS' 1999 Annual Meeting.                                                  

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All references within this document to:                                   

(a) the Form 10-K of CBS for the fiscal year ended December 31, 1998, 
refer to that Form 10-K as amended by the Form 10-K/A; and                  

(b) the Form 10-Q of CBS for the period ended March 31, 1999, refer to
that Form 10-Q as amended by the Form 10-Q/A.                               

 All documents filed by Viacom and CBS according to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act, after the date of this joint proxy                
statement/prospectus and prior to the date of the special shareholders'         
meetings are incorporated by reference into this joint proxy                    
statement/prospectus and are considered a part of this joint proxy              
statement/prospectus from the date of filing of those documents.                

Any statement contained within this joint proxy statement/prospectus or in
any document incorporated by reference will be deemed to be modified or         
superseded for purposes of this joint proxy statement/prospectus to the extent  
that the statement contained in this joint proxy statement/prospectus or in any 
subsequently filed document that also is or is deemed to be incorporated by     
reference in this joint proxy statement/prospectus modifies or supersedes that  
statement. Statements so modified or superseded will not be deemed, except as   
so modified or superseded, to constitute a part of this joint proxy             
statement/prospectus.                                                           

No person has been authorized to give any information or to make any      
representation other than as contained in this joint proxy statement/prospectus 
in connection with the Viacom Class B common stock to be issued in connection   
with the merger and, if given or made, the information or representation must   
not be relied upon as having been authorized. This joint proxy                  
statement/prospectus does not constitute an offer to sell or a solicitation of  
an offer to purchase securities in any jurisdiction in which, or to any person  
to whom, it would be unlawful to make such an offer or solicitation. Neither    
the delivery of this joint proxy statement/prospectus nor any distribution of   
the securities offered hereunder shall, under any circumstances, create any     
implication that there has been no change in the affairs of Viacom or CBS since 
the date of this joint proxy statement/prospectus or that the information       
contained in this joint proxy statement/prospectus is correct as of any time    
subsequent to that date. All information in this joint proxy                    
statement/prospectus regarding Viacom has been provided by Viacom, and all      
information regarding CBS has been provided by CBS.                             

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--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                                                         ANNEX A

AMENDED AND RESTATED AGREEMENT
AND PLAN OF MERGER

Among 

VIACOM INC.,

CBS CORPORATION 

and 

Viacom/CBS LLC

Dated as of September 6, 1999,
as amended and restated as of October 8, 1999 and 
as of November 23, 1999 

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TABLE OF CONTENTS 

                                                                [Download Table]

Section                                                                    Page
-------                                                                    ----

                                  ARTICLE 1                                    

                                  The Merger                                   

                                                                               
1.01.   The Merger.......................................................   A-2
1.02.   Effective Time; Closing..........................................   A-2
1.03.   Effect of the Merger.............................................   A-2
1.04.   Constituent Documents............................................   A-3

                                  ARTICLE II                                   

              Conversion of Securities; Exchange of Certificates               

2.01.   Conversion of Securities.........................................   A-3
2.02.   Exchange of Certificates.........................................   A-4
2.03.   Stock Transfer Books.............................................   A-6
2.04.   Stock Options and Other Stock Plans..............................   A-6

                                 ARTICLE III                                   

                    Representations and Warranties of CBS                      

3.01.   Organization and Qualification; Subsidiaries.....................   A-7
3.02.   Certificate of Incorporation and By-Laws.........................   A-7
3.03.   Capitalization...................................................   A-7
3.04.   Authority Relative to Agreement..................................   A-8
3.05.   No Conflict; Required Filings and Consents.......................   A-8
3.06.   Permits and Licenses; Contracts..................................   A-9
3.07.   SEC Filings; Financial Statements................................   A-9
3.08.   Absence of Certain Changes or Events.............................  A-10
3.09.   Absence of Litigation............................................  A-10
3.10.   Employee Benefit Plans...........................................  A-11
3.11.   Labor Matters....................................................  A-12
3.12.   Environmental Matters............................................  A-12
3.13.   Trademarks, Patents and Copyrights...............................  A-12
3.14.   Taxes............................................................  A-13
3.15.   Tax Matters......................................................  A-13
3.16.   Year 2000 Compliance.............................................  A-14
3.17.   Opinion of Financial Advisors....................................  A-14
3.18.   Vote Required....................................................  A-14
3.19.   Brokers..........................................................  A-14
3.20.   Pennsylvania Law.................................................  A-14
3.21.   Rights Agreement.................................................  A-14
3.22.   Gaylord..........................................................  A-14

                                  ARTICLE IV                                   

                   Representations and Warranties of Viacom                    

4.01.   Organization and Qualification; Subsidiaries.....................  A-15
4.02.   Certificate of Incorporation and By-Laws.........................  A-15
4.03.   Capitalization...................................................  A-15
4.04.   Authority Relative to Agreement..................................  A-16

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4.05.   No Conflict; Required Filings and Consents.......................  A-16
4.06.   Permits and Licenses; Contracts..................................  A-17
4.07.   SEC Filings; Financial Statements................................  A-18
4.08.   Absence of Certain Changes or Events.............................  A-18
4.09.   Absence of Litigation............................................  A-19
4.10.   Employee Benefit Plans...........................................  A-19
4.11.   Labor Matters....................................................  A-20
4.12.   Environmental Matters............................................  A-20
4.13.   Trademarks, Patents and Copyrights...............................  A-20
4.14.   Taxes............................................................  A-21
4.15.   Tax Matters......................................................  A-21
4.16.   Year 2000 Compliance.............................................  A-21
4.17.   Opinion of Financial Advisors....................................  A-22
4.18.   Vote Required....................................................  A-22
4.19.   Section 203 of Delaware Corporation Law..........................  A-22
4.20.   Brokers..........................................................  A-22
4.21.   Operations of Viacom/CBS LLC.....................................  A-22

                                  ARTICLE V                                    

                    Conduct of Business Pending the Merger                     

5.01.   Conduct of Business by CBS Pending the Merger....................  A-22
5.02.   Conduct of Business by Viacom Pending the Merger.................  A-24
5.03.   Other Actions....................................................  A-26

                                  ARTICLE VI                                   

                            Additional Agreements                              

6.01.   Registration Statement; Joint Proxy Statement....................  A-26
6.02.   Stockholders' Meetings...........................................  A-28
6.03.   Appropriate Action; Consents; Filings............................  A-29
6.04.   Access to Information; Confidentiality...........................  A-30
6.05.   No Solicitation of Competing Transactions........................  A-30
6.06.   Directors' and Officers' Indemnification and Insurance...........  A-31
6.07.   Notification of Certain Matters..................................  A-31
6.08.   Tax Treatment....................................................  A-32
6.09.   Stock Exchange Listing...........................................  A-32
6.10.   Public Announcements.............................................  A-32
6.11.   Viacom's Directors...............................................  A-32
6.12.   Rights Agreement.................................................  A-32
6.13.   Assumption of Debt and Leases....................................  A-32
6.14.   Affiliates of CBS................................................  A-33
6.15.   Prior Service....................................................  A-33
6.16.   Employee Matters.................................................  A-33
6.17.   Gaylord..........................................................  A-33
6.18.   Gaylord Tax Matters..............................................  A-33
6.19.   Obligations of Viacom/CBS LLC....................................  A-33

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                                 ARTICLE VII                                  

                           Conditions to the Merger                           

                                                                              
7.01.   Conditions to the Obligations of Each Party.....................  A-34
7.02.   Conditions to the Obligations of Viacom and Viacom/CBS LLC......  A-34
7.03.   Conditions to the Obligations of CBS............................  A-35

                                 ARTICLE VIII                                 

                      Termination, Amendment and Waiver                       

8.01.   Termination.....................................................  A-35
8.02.   Effect of Termination...........................................  A-36
8.03.   Amendment.......................................................  A-36
8.04.   Waiver..........................................................  A-36
8.05.   Expenses........................................................  A-36

                                  ARTICLE IX                                  

                              General Provisions                              

9.01.   Non-Survival of Representations, Warranties and Agreements......  A-37
9.02.   Notices.........................................................  A-37
9.03.   Interpretation, Certain Definitions.............................  A-38
9.04.   Severability....................................................  A-39
9.05.   Entire Agreement; Assignment....................................  A-39
9.06.   Parties in Interest.............................................  A-39
9.07.   Specific Performance............................................  A-39
9.08.   Governing Law...................................................  A-39
9.09.   Consent to Jurisdiction.........................................  A-39
9.10.   Counterparts....................................................  A-40
9.11.   WAIVER OF JURY TRIAL............................................  A-40

EXHIBITS                                                                        

                                                                [Download Table]
                                                  
Exhibit A-1  Restated Certificate of Incorporation
Exhibit A-2  By-laws                              
Exhibit 6.14 Form of CBS Affiliate Letter         

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Index of Defined Terms

                                                                [Download Table]

Defined Term                                              Location of Definition
------------                                              ----------------------
                                                                                
affiliate................................................    Section 9.03(a)    
Agreement................................................    Recitals           
Articles of Merger.......................................    Section 1.02       
beneficial owner.........................................    Section 9.03(b)    
Blockbuster..............................................    Section 4.02       
Blockbuster Options......................................    Section 4.03       
Blue Sky Laws............................................    Section 3.05(b)    
business day.............................................    Section 9.03(c)    
CBS......................................................    Recitals           
CBS Alternative Transaction Fee..........................    Section 8.05(b)    
CBS Benefit Plans........................................    Section 3.10(a)    
CBS Common Stock.........................................    Section 2.01(a)    
CBS Disclosure Schedule..................................    Article III        
CBS FCC Licenses.........................................    Section 3.06(c)    
CBS Financial Advisor....................................    Section 3.17       
CBS Indentures...........................................    Section 6.13(a)    
CBS Licensed Facilities..................................    Section 3.06(c)    
CBS Material Adverse Effect..............................    Section 3.01       
CBS Options..............................................    Section 2.04(a)    
CBS Permits..............................................    Section 3.06(a)    
CBS Preferred Stock......................................    Section 3.03       
CBS Rights Agreement.....................................    Section 3.03       
CBS SEC Reports..........................................    Section 3.07(a)    
CBS Series B Preferred Stock.............................    Section 2.01(a)    
CBS Stock Option Plans...................................    Section 2.04(a)    
CBS Superior Proposal....................................    Section 6.05(c)    
CBS Systems..............................................    Section 3.16(b)    
CBS Year 2000 Compliant..................................    Section 3.16(b)    
CBS Year 2000 Plan.......................................    Section 3.16(a)    
CERCLA...................................................    Section 3.12(d)    
Certificate of Merger....................................    Section 1.02       
Certificates.............................................    Section 2.02(b)    
Closing..................................................    Section 1.02       
Closing Date.............................................    Section 1.02       
Code.....................................................    Recitals           
Communications Act.......................................    Section 3.05(b)    
Competing Transaction....................................    Section 6.05(b)    
Confidentiality Agreement................................    Section 6.04(c)    
Continuing Employees.....................................    Section 6.15       
control..................................................    Section 9.03(d)    
controlled by............................................    Section 9.03(d)    
Delaware Corporation Law.................................    Recitals           
Delaware LLC Law.........................................    Recitals           
Effective Time...........................................    Section 1.02       
Environmental Laws.......................................    Section 3.12(d)    
Environmental Permits....................................    Section 3.12(d)    
ERISA....................................................    Section 3.10(a)    
Exchange Act.............................................    Section 2.04(c)    

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Defined Term                                              Location of Definition
------------                                              ----------------------
                                                                                
Exchange Agent...........................................    Section 2.02(a)    
Exchange Fund............................................    Section 2.02(a)    
Exchange Ratio...........................................    Section 2.01(a)    
Expenses.................................................    Section 8.05(a)    
FCC......................................................    Section 3.05(b)    
Gaylord..................................................    Section 3.22       
Gaylord Agreement........................................    Section 3.22       
Gaylord Proxy............................................    Section 3.22       
Governmental Authority...................................    Section 9.03(e)    
Hazardous Materials......................................    Section 3.12(d)    
HSR Act..................................................    Section 3.05(b)    
Infinity.................................................    Section 3.02       
IRS......................................................    Section 3.10(a)    
King World...............................................    Section 3.03       
knowledge................................................    Section 9.03(f)    
Laws.....................................................    Section 3.05(a)    
LLC Merger...............................................    Recitals           
Merger...................................................    Recitals           
NYSE.....................................................    Section 3.03       
Order....................................................    Section 6.03(b)    
Original Merger Agreement................................    Recitals           
Parent...................................................    Recitals           
Parent Merger............................................    Recitals           
Parent Stockholder Agreement.............................    Recitals           
Parent Voting Agreements.................................    Recitals           
Pending Transactions.....................................    Section 5.01       
Pennsylvania Law.........................................    Recitals           
person...................................................    Section 9.03(g)    
Preferred Exchange Ratio.................................    Section 2.01(a)    
Proxy Statement..........................................    Section 6.01(a)    
Registration Statement...................................    Section 6.01(a)    
Representatives..........................................    Section 6.04(a)    
Rights...................................................    Section 3.03       
SEC......................................................    Article III        
Securities Act...........................................    Section 3.05(b)    
Shares...................................................    Section 2.01(a)    
Split-off................................................    Section 5.02       
Stockholders' Meeting....................................    Section 6.02       
subsidiaries.............................................    Section 9.03(h)    
subsidiary...............................................    Section 9.03(h)    
Substituted Option.......................................    Section 2.04(a)    
Surviving Corporation....................................    Section 1.01       
Tax......................................................    Section 3.14(a)    
Tax Event................................................    Section 1.01(b)    
Taxes....................................................    Section 3.14(a)    
Terminating CBS Breach...................................    Section 8.01(f)    
Terminating Viacom Breach................................    Section 8.01(e)    
under common control with................................    Section 9.03(d)    
Viacom...................................................    Recitals           
Viacom Benefit Plans.....................................    Section 4.10(a)    

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Defined Term                                              Location of Definition
------------                                              ----------------------
                                                                                
Viacom/CBS LLC...........................................    Recitals           
Viacom Class A Common Stock..............................    Recitals           
Viacom Class B Common Stock..............................    Recitals           
Viacom Disclosure Schedule...............................    Article IV         
Viacom Employee Arrangements.............................    Section 6.16(a)    
Viacom FCC Licenses......................................    Section 4.06(c)    
Viacom Financial Advisor.................................    Section 4.17       
Viacom Licensed Facilities...............................    Section 4.06(c)    
Viacom Material Adverse Effect...........................    Section 4.01       
Viacom Options...........................................    Section 4.03       
Viacom Permits...........................................    Section 4.06(a)    
Viacom Preferred Stock...................................    Section 4.03       
Viacom Proposals.........................................    Recitals           
Viacom SEC Reports.......................................    Section 4.07(a)    
Viacom Series C Preferred Stock..........................    Section 2.01(a)    
Viacom Stock Option Plans................................    Section 4.03       
Viacom Systems...........................................    Section 4.16(b)    
Viacom Year 2000 Compliant...............................    Section 4.16(b)    
Viacom Year 2000 Plan....................................    Section 4.16(a)    

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AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated as of September 6,
1999, as amended and restated as of October 8, 1999 and as of November 23, 1999 
(this "Agreement"), among VIACOM INC., a Delaware corporation ("Viacom"), CBS   
CORPORATION, a Pennsylvania corporation ("CBS"), and Viacom/CBS LLC, a Delaware 
limited liability company, the sole member of which is Viacom ("Viacom/CBS      
LLC").                                                                          

WHEREAS, Viacom and CBS entered into an Agreement and Plan of Merger dated
as of September 6, 1999, which was amended and restated as of October 8, 1999   
(the "Original Merger Agreement"), and they now desire to further amend and     
restate the Original Merger Agreement (it being understood that all references  
herein to this "Agreement" refer to the Original Merger Agreement as amended    
and restated hereby and that all references herein to the date hereof or the    
date of this Agreement refer to September 6, 1999);                             

WHEREAS, the Boards of Directors of CBS and Viacom have determined that it
is in the best interests of their respective companies and stockholders to      
combine their respective businesses in a "merger of equals" transaction to be   
effected as set forth in this Agreement;                                        

WHEREAS, CBS and Viacom have structured the combination of CBS's and      
Viacom's businesses as a merger pursuant to the General Corporation Law of the  
State of Delaware ("Delaware Corporation Law") and the Business Corporation Law 
of the Commonwealth of Pennsylvania ("Pennsylvania Law") of CBS with and into   
Viacom (the "Parent Merger"), unless the Tax Event (as defined in Section       
1.01(b)) occurs prior to the consummation of such combination, in which case    
such combination will be structured as a merger pursuant to Pennsylvania Law    
and the Limited Liability Company Act of the State of Delaware ("Delaware LLC   
Law") of CBS with and into Viacom/CBS LLC (the "LLC Merger"; the Parent Merger  
or, if the Tax Event has occurred, the LLC Merger, being referred to herein as  
the "Merger"), in each case on the terms and conditions set forth in this       
Agreement;                                                                      

  WHEREAS, the Board of Directors of CBS has (i) determined that the Merger is
fair to CBS and the holders of Shares (as defined in Section 2.01) and is in    
the best interests of CBS and (ii) approved this Agreement, the Merger and the  
other transactions contemplated hereby and has recommended that the             
shareholders of CBS adopt this Agreement;                                       

 WHEREAS, the Board of Directors of Viacom has declared to be advisable this
Agreement, the Merger, the proposed amended and restated Restated Certificate   
of Incorporation of Viacom attached hereto as Exhibit A-1 and the other         
transactions contemplated hereby;                                               

WHEREAS, Viacom, as the sole member of Viacom/CBS LLC, has approved the   
Merger and this Agreement;                                                      

WHEREAS, the Board of Directors of Viacom has recommended that the holders
of the Class A Common Stock, par value $.01 per share, of Viacom (the "Viacom   
Class A Common Stock") (i) in the event the Merger is structured as the Parent  
Merger, adopt this Agreement and (ii) in the event the Merger is structured as  
the LLC Merger, (A) approve the issuance of shares of Class B Common Stock, par 
value $.01 per share, of Viacom (the "Viacom Class B Common Stock") and the     
issuance of shares of Series C Preferred Stock, par value $.01 per share, of    
Viacom (the "Viacom Series C Preferred Stock"), in each case pursuant to the    
Merger and (B) adopt the amended and restated Restated Certificate of           
Incorporation of Viacom in the form attached hereto as Exhibit A-1 (the         
proposals set forth in (i) and (ii) being collectively referred to herein as    
the "Viacom Proposals");                                                        

WHEREAS, concurrently with the original execution of this Agreement and as
an inducement to CBS to enter into this Agreement, National Amusements, Inc., a 
Maryland corporation and the holder of a majority of the shares of Viacom Class 
A Common Stock ("Parent"), and CBS entered into (i) a Stockholder Agreement     
(the "Parent Stockholder Agreement") pursuant to which Parent has agreed, among 
other things, to cause the election of eight members of the Board of Directors  
of Viacom designated by CBS for a period of three years following the Merger    
and (ii) a Voting Agreement (together with the Parent Stockholder Agreement,    
the "Parent Voting Agreements") pursuant to which Parent has agreed, among      
other things, to vote its shares of                                             

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Viacom Class A Common Stock in favor of adoption of this Agreement and the      
other transactions contemplated by this Agreement and to take certain other     
actions in support of the Merger;                                               

WHEREAS, for Federal income tax purposes, it is intended that the Merger  
shall qualify as a reorganization under the provisions of Section 368(a) of the 
United States Internal Revenue Code of 1986, as amended (the "Code"); and       

WHEREAS, as an inducement to Viacom to enter into this Agreement,         
concurrently with the original execution and delivery of this Agreement, Mel    
Karmazin entered into an employment agreement with Viacom, to be effective at   
the Effective Time (as defined below).                                          

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained and intending to be legally bound hereby,       
Viacom, CBS and Viacom/CBS LLC hereby agree as follows:                         

ARTICLE I 

The Merger

Section 1.01. The Merger. (a) Except as otherwise provided in Section     
1.01(b) below, upon the terms and subject to the conditions set forth in        
Article VII, and in accordance with Section 252 of Delaware Corporation Law and 
Section 1921 of Pennsylvania Law, at the Effective Time CBS shall be merged     
with and into Viacom.                                                           

  (b) In the event (i) Viacom and CBS (or the general public) receive guidance
from the IRS or other appropriate Governmental Authority, as a result of which, 
if the Merger were structured as the LLC Merger, each of Paul, Weiss, Rifkind,  
Wharton & Garrison and Cravath, Swaine & Moore would be able to deliver its     
opinion pursuant to Sections 7.02(c) and 7.03(c), respectively, in substance    
identical to the opinion it would have delivered pursuant to such Section if    
the Merger were structured as the Parent Merger and (ii) the LLC Merger would   
not have an adverse tax effect on Viacom, CBS or their respective shareholders  
(the events set forth in clauses (i) and (ii) being the "Tax Event"), then upon 
the terms and subject to the conditions set forth in Article VII, and in        
accordance with Section 18-209 of Delaware LLC Law and Section 1921 of          
Pennsylvania Law, at the Effective Time CBS shall be merged with and into       
Viacom/CBS LLC.                                                                 

  (c) As a result of the Merger, the separate corporate existence of CBS shall
cease and Viacom or Viacom/CBS LLC, as the case may be, shall be the surviving  
company of the Merger (the "Surviving Corporation").                            

Section 1.02. Effective Time; Closing. The closing of the Merger (the     
"Closing") shall take place on the first business day after the satisfaction    
or, if permissible, waiver of the conditions set forth in Article VII (such     
date, the "Closing Date"). On the Closing Date, the parties hereto shall cause  
the Merger to be consummated by filing (a) a certificate of merger (the         
"Certificate of Merger") with the Secretary of State of the State of Delaware,  
in such form as is required by, and executed and, as applicable, acknowledged   
in accordance with, Section 252 of the Delaware Corporation Law or Section 18-  
209 of the Delaware LLC Law, as the case may be, and (b) articles of merger     
(the "Articles of Merger") with the Department of State of the Commonwealth of  
Pennsylvania, in such form as is required by, and executed in accordance with,  
Section 1927 of Pennsylvania Law. The term "Effective Time" means the date and  
time of the filing of the Certificate of Merger with the Secretary of State of  
the State of Delaware (or such later time as may be agreed by the parties       
hereto and specified in the Certificate of Merger). The Closing will be held at 
the offices of Shearman & Sterling, 599 Lexington Avenue, New York, New York    
10022 (or such other place as the parties may agree).                           

  Section 1.03. Effect of the Merger. At the Effective Time, the effect of the
Merger shall be as provided in the applicable provisions of Delaware            
Corporation Law or Delaware LLC Law, as the case may be,                        

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and Pennsylvania Law. Without limiting the generality of the foregoing, at the  
Effective Time all the property, rights, privileges, powers and franchises of   
CBS shall vest in the Surviving Corporation and all debts, liabilities,         
obligations, restrictions, disabilities and duties of CBS shall become the      
debts, liabilities, obligations, restrictions, disabilities and duties of the   
Surviving Corporation.                                                          

Section 1.04. Constituent Documents. (a) The Restated Certificate of      
Incorporation of Viacom, as in effect immediately prior to the Effective Time,  
shall be amended as of the Effective Time to be and read in its entirety in the 
form set forth as Exhibit A-1 (either as a result of the Parent Merger or, in   
the LLC Merger, as a result of amendments thereto effected under Sections 242   
and 245 of Delaware Corporation Law), and, as so amended, such Restated         
Certificate of Incorporation shall be the certificate of incorporation of       
Viacom until thereafter changed or amended as provided therein or by applicable 
law. On the Closing Date, the parties hereto shall cause, if the Merger is      
structured as the Parent Merger, the Certificate of Merger filed in accordance  
with Section 1.02 of this Agreement to include as an attachment thereto the     
Restated Certificate of Incorporation of Viacom in the form of Exhibit A-1 to   
this Agreement or, if the Merger is structured as the LLC Merger, the Restated  
Certificate of Incorporation of Viacom in the form attached as Exhibit A-1 to   
this Agreement to be filed with the Secretary of State of the State of Delaware 
pursuant to Sections 242 and 245 of the Delaware Corporation Law                
contemporaneously with the filing of the Certificate of Merger.                 

(b) The By-laws of Viacom, as in effect immediately prior to the Effective
Time, shall be amended as of the Effective Time so as to read in their entirety 
in the form set forth as Exhibit A-2 and, as so amended, such By-laws shall be  
the by-laws of Viacom until thereafter changed or amended as provided therein   
or by applicable law.                                                           

  (c) In the event the Merger is structured as the LLC Merger, the Certificate
of Formation and the Limited Liability Company Agreement of Viacom/CBS LLC,     
each dated November 4, 1999, as in effect prior to the Effective Time shall be  
the Certificate of Formation and the Limited Liability Company Agreement of     
Viacom/CBS LLC as the Surviving Corporation until thereafter changed or amended 
as provided therein or by applicable law.                                       

ARTICLE II

Conversion of Securities; Exchange of Certificates

 Section 2.01. Conversion of Securities. At the Effective Time, by virtue of
the Merger and without any action on the part of Viacom, CBS, Viacom/CBS LLC or 
the holders of any of the following securities:                                 

 (a) (i) Each share of Series B Participating Preferred Stock, par value
$1.00 per share, of CBS ("CBS Series B Preferred Stock"), if any, issued    
and outstanding immediately prior to the Effective Time shall be converted  
into the right to receive 1.085 shares (the "Preferred Exchange Ratio") of  
Viacom Series C Preferred Stock and (ii) each share of common stock, par    
value $1.00 per share, of CBS ("CBS Common Stock"; all issued and           
outstanding shares of CBS Common Stock and all issued and outstanding       
shares of CBS Series B Preferred Stock being hereinafter collectively       
referred to as the "Shares") issued and outstanding immediately prior to    
the Effective Time (other than any Shares to be cancelled or converted      
pursuant to Section 2.01(b)) shall be converted, subject to Section         
2.02(e), into the right to receive 1.085 shares (the "Exchange Ratio") of   
Viacom Class B Common Stock.                                                

(b) Each Share held in the treasury of CBS and each Share owned by    
Viacom (in each case, other than Shares held by benefit plans or trusts     
(including Rabbi trusts)) immediately prior to the Effective Time shall be  
cancelled and extinguished without any conversion thereof and no payment    
shall be made with respect thereto, and each Share owned by any direct or   
indirect wholly owned subsidiary of Viacom or CBS immediately prior to the  
Effective Time shall be converted into the right to receive a number of     
shares of Viacom Class B Common Stock equal to the Exchange Ratio.          

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(c) If, prior to the Effective Time (and as permitted by Sections 5.01
and/or 5.02), the outstanding shares of CBS Common Stock or shares of       
Viacom Class B Common Stock shall have been increased, decreased, changed   
into or exchanged for a different number or class of shares or securities   
as a result of a reorganization, recapitalization, reclassification, stock  
dividend, stock split, reverse stock split, combination or exchange of      
shares or other similar change in capitalization, then an appropriate and   
proportionate adjustment shall be made to the Exchange Ratio and, in the    
case of any such adjustments to the CBS Series B Preferred Stock, then an   
appropriate and proportionate adjustment shall be made to the Preferred     
Exchange Ratio.                                                             

(d) If the Merger is structured as the LLC Merger, the 100% membership
interest in Viacom/CBS LLC issued and outstanding immediately prior to the  
Effective Time shall remain issued and outstanding as the 100% membership   
interest in Viacom/CBS LLC as the Surviving Corporation.                    

Section 2.02. Exchange of Certificates. (a) Exchange Agent. Viacom shall  
deposit, or shall cause to be deposited, with such bank or trust company        
designated by Viacom and reasonably acceptable to CBS (the "Exchange Agent"),   
for the benefit of the holders of Shares, for exchange in accordance with this  
Article II through the Exchange Agent, certificates representing the shares of  
Viacom Class B Common Stock and certificates representing the shares of Viacom  
Series C Preferred Stock (such certificates for shares of Viacom Class B Common 
Stock and such certificates for shares of Viacom Series C Preferred Stock,      
together with any dividends or distributions with respect thereto and any cash  
in lieu of fractional shares of Viacom Class B Common Stock or Viacom Series C  
Preferred Stock payable pursuant to Section 2.02(e), being hereinafter referred 
to as the "Exchange Fund") issuable pursuant to Section 2.01 in exchange for    
outstanding Shares. The Exchange Agent shall, pursuant to irrevocable           
instructions, deliver the Viacom Class B Common Stock and the Viacom Series C   
Preferred Stock contemplated to be issued pursuant to Section 2.01 out of the   
Exchange Fund. Except as contemplated by Section 2.02(f) hereof, the Exchange   
Fund shall not be used for any other purpose.                                   

(b) Exchange Procedures. As promptly as practicable after the Effective   
Time, Viacom shall cause the Exchange Agent to mail to each holder of a         
certificate or certificates which immediately prior to the Effective Time       
represented outstanding Shares (the "Certificates") (i) a letter of transmittal 
(which shall specify that delivery shall be effected, and risk of loss and      
title to the Certificates shall pass, only upon proper delivery of the          
Certificates to the Exchange Agent, and shall be in customary form) and (ii)    
instructions for use in effecting the surrender of the Certificates in exchange 
for certificates representing whole shares of Viacom Class B Common Stock or    
the shares of Viacom Series C Preferred Stock, as the case may be, together     
with any dividends or distributions with respect thereto and any cash in lieu   
of fractional shares. Upon surrender to the Exchange Agent of a Certificate for 
exchange and cancellation, together with such letter of transmittal, duly       
executed, and such other documents as may be required pursuant to such          
instructions, the holder of such Certificate shall be entitled to receive in    
exchange therefor a certificate representing that number of whole shares of     
Viacom Class B Common Stock or that number of shares of Viacom Series C         
Preferred Stock, as the case may be, which such holder has the right to receive 
in respect of the Shares formerly represented by such Certificate (after taking 
into account all Shares then held by such holder), cash in lieu of fractional   
shares of Viacom Class B Common Stock or Viacom Series C Preferred Stock to     
which such holder is entitled pursuant to Section 2.02(e) and any dividends or  
other distributions to which such holder is entitled pursuant to                
Section 2.02(c), and the Certificate so surrendered shall forthwith be          
cancelled. In the event of a transfer of ownership of Shares that is not        
registered in the transfer records of CBS, a certificate representing the       
proper number of shares of Viacom Class B Common Stock or the proper number of  
shares of Viacom Series C Preferred Stock, as the case may be, may be issued to 
a transferee if the Certificate representing such Shares is presented to the    
Exchange Agent, accompanied by all documents required to evidence and effect    
such transfer and by evidence that any applicable stock transfer taxes have     
been paid. Until surrendered as contemplated by this Section 2.02, each         
Certificate shall be deemed at any time after the Effective Time to represent   
only the right to receive upon such surrender the certificate representing      
shares of Viacom Class B Common Stock or the certificate representing shares of 
Viacom Series C Preferred Stock, as the case may be, cash in lieu of any        
fractional shares of Viacom Class B Common Stock or Viacom Series C Preferred   
Stock to which such holder is entitled pursuant to Section 2.02(e) and any      
dividends or other distributions to which such holder is entitled pursuant to   
Section 2.02(c).                                                                

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(c) Distributions with Respect to Unexchanged Shares of Viacom Class B    
Common Stock and Viacom Series C Preferred Stock. No dividends or other         
distributions with a record date after the Effective Time shall be paid to the  
holder of any unsurrendered Certificate with respect to the shares of Viacom    
Class B Common Stock or Viacom Series C Preferred Stock represented thereby,    
and no cash payment in lieu of fractional shares shall be paid to any such      
holder pursuant to Section 2.02(e), until the holder of such Certificate shall  
surrender such Certificate. Subject to the effect of escheat, Tax (as defined   
in Section 3.14) or other applicable Laws (as defined in Section 3.05),         
following surrender of any such Certificate, there shall be paid to the record  
holder thereof, without interest, (i) promptly, the amount of any cash payable  
with respect to a fractional share of Viacom Class B Common Stock or Viacom     
Series C Preferred Stock to which such holder is entitled pursuant to Section   
2.02(e) and the amount of dividends or other distributions with a record date   
after the Effective Time and theretofore paid with respect to such whole shares 
of Viacom Class B Common Stock or such shares of Viacom Series C Preferred      
Stock, and (ii) at the appropriate payment date, the amount of dividends or     
other distributions with a record date after the Effective Time and a payment   
date occurring after surrender, payable with respect to such whole shares of    
Viacom Class B Common Stock or such shares of Viacom Series C Preferred Stock.  

(d) No Further Rights in CBS Common Stock. All shares of Viacom Class B   
Common Stock and all shares of Viacom Series C Preferred Stock issued upon      
conversion of the Shares in accordance with the terms hereof (including any     
cash paid pursuant to Sections 2.02(c) or (e)) shall be deemed to have been     
issued in full satisfaction of all rights pertaining to such Shares.            

(e) No Fractional Shares. No certificates or scrip representing fractional
shares of Viacom Class B Common Stock or shares of Viacom Series C Preferred    
Stock shall be issued upon the surrender for exchange of Certificates, and such 
fractional share interests will not entitle the owner thereof to vote or to any 
other rights of a stockholder of Viacom. Each holder of a fractional share      
interest shall be paid an amount in cash equal to the product obtained by       
multiplying (i) such fractional share interest to which such holder (determined 
after taking into account all fractional share interests then held by such      
holder) would otherwise be entitled by (ii) (x) in the case of shares of Viacom 
Class B common stock, the 4:00 p.m. (New York time) closing price for a share   
of Viacom Class B Common Stock, as reported in The Wall Street Journal          
(Northeast edition) or, if there is no such report in The Wall Street Journal,  
any other authoritative source on the first trading day immediately following   
the Effective Time or (y) in the case of shares of Viacom Series C Preferred    
Stock, the product of 1,000 multiplied by such closing price. From time to time 
after the Effective Time, as promptly as practicable after the determination of 
the amount of cash, if any, to be paid to any holders of fractional share       
interests who have surrendered their Certificates to the Exchange Agent, the    
Exchange Agent shall so notify Viacom, and Viacom shall deposit such amount     
with the Exchange Agent and shall cause the Exchange Agent to forward payments  
to such holder of fractional share interests subject to and in accordance with  
the terms of Sections 2.02(b) and (c).                                          

(f) Termination of Exchange Fund. Any portion of the Exchange Fund which  
remains undistributed to the holders of Shares for six (6) months after the     
Effective Time shall be delivered to Viacom, upon demand, and any holders of    
Shares who have not theretofore complied with this Article II shall thereafter  
look only to Viacom for the shares of Viacom Class B Common Stock or the shares 
of Viacom Series C Preferred Stock, any cash in lieu of fractional shares of    
Viacom Class B Common Stock or Viacom Series C Preferred Stock to which they    
are entitled pursuant to Section 2.02(e) and any dividends or other             
distributions with respect to Viacom Class B Common Stock or Viacom Series C    
Preferred Stock to which they are entitled pursuant to Section 2.02(c). Any     
portion of the Exchange Fund remaining unclaimed by holders of Shares as of a   
date which is immediately prior to such time as such amounts would otherwise    
escheat to or become property of any government entity shall, to the extent     
permitted by applicable Law, become the property of Viacom free and clear of    
any claims or interest of any person previously entitled thereto.               

(g) No Liability. Neither Viacom nor CBS shall be liable to any holder of 
Shares for any such Shares (or dividends or distributions with respect hereto)  
or cash delivered to a public official pursuant to any abandoned property,      
escheat or similar Law.                                                         

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(h) Lost, Stolen or Destroyed Certificates. In the event that any         
Certificate has been lost, stolen or destroyed, upon the making of an affidavit 
of that fact by the person claiming such Certificate to be lost, stolen or      
destroyed and, if required by Viacom, the posting by such person of a bond in   
such reasonable amount as Viacom may direct as indemnity against any claim that 
may be made against it with respect to such Certificate, Viacom will, in        
exchange for such lost, stolen or destroyed Certificate, issue or cause to be   
issued the number of whole shares of Viacom Common Stock or shares of Viacom    
Series C Preferred Stock, as the case may be, and pay or cause to be paid the   
amounts deliverable in respect thereof pursuant to Sections 2.02(e) and         
2.02(c).                                                                        

  (i) Withholding Rights. Viacom shall be entitled to deduct and withhold from
the consideration otherwise payable pursuant to this Agreement to any holder of 
Shares such amounts as it is required to deduct and withhold with respect to    
the making of such payment under the Code, or any provision of state, local or  
foreign Tax Law. To the extent that amounts are so withheld by Viacom, such     
withheld amounts shall be treated for all purposes of this Agreement as having  
been paid to the holder of the Shares in respect of which such deduction and    
withholding was made by Viacom.                                                 

Section 2.03. Stock Transfer Books. At the Effective Time, the stock      
transfer books of CBS shall be closed and there shall be no further             
registration of transfers of Shares thereafter on the records of CBS. From and  
after the Effective Time, the holders of Certificates shall cease to have any   
rights with respect to such Shares except as otherwise provided herein or by    
any Laws. On or after the Effective Time, any Certificates presented to the     
Exchange Agent or Viacom for any reason shall be converted into shares of       
Viacom Class B Common Stock or shares of Viacom Series C Preferred Stock, as    
the case may be, any cash in lieu of fractional shares of Viacom Class B Common 
Stock or shares of Viacom Series C Preferred Stock to which the holders thereof 
are entitled pursuant to Section 2.02(e) and any dividends or other             
distributions to which the holders thereof are entitled pursuant to Section     
2.02(c).                                                                        

Section 2.04. Stock Options and Other Stock Plans. (a) Prior to the       
Effective Time, Viacom and CBS shall take such action as may be necessary to    
cause each unexpired and unexercised option or warrant to purchase Shares which 
are outstanding immediately prior to the Effective Time (collectively, "CBS     
Options"), whether granted under CBS's stock option plans set forth in Section  
2.04 of the CBS Disclosure Schedule (as defined below) or otherwise (the "CBS   
Stock Option Plans"), to be automatically converted at the Effective Time into  
an option or warrant (collectively, a "Substituted Option") to purchase a       
number of shares of Viacom Class B Common Stock equal to the number of Shares   
that could have been purchased (assuming full vesting) under such CBS Option    
multiplied by the Exchange Ratio (rounded to the nearest whole number of shares 
of Viacom Class B Common Stock) at a price per share of Viacom Class B Common   
Stock equal to the per-share option exercise price specified in the CBS Option  
divided by the Exchange Ratio (rounded down to the nearest whole cent). Except  
as otherwise provided in this Agreement, such Substituted Option shall          
otherwise be subject to the same terms and conditions as such CBS Option        
(except that all vesting periods with respect thereto shall, to the extent      
provided by the terms thereof, accelerate, and be subject to any other rights   
which arise under the CBS Stock Option Plans or the option agreements           
evidencing awards thereunder as a result of the transactions contemplated by    
this Agreement). The date of grant of the Substituted Option shall be the date  
on which the corresponding CBS Option was granted. At the Effective Time, (i)   
all references (except to the extent that the references are to the price of    
CBS Common Stock underlying the "limited rights" of the holder) in the related  
stock option agreements to CBS shall be deemed to refer to Viacom and (ii)      
Viacom shall assume all of CBS's obligations with respect to CBS Options as so  
amended. As promptly as reasonably practicable after the Effective Time, Viacom 
shall issue to each holder of an outstanding CBS Option a document evidencing   
the foregoing assumption by Viacom. Employee and director deferrals and         
director common stock equivalents and all other equity based compensation that  
references CBS Common Stock will, as of and after the Effective Time, be deemed 
to refer to Viacom Class B Common Stock (as adjusted to reflect the Exchange    
Ratio).                                                                         

(b) In respect of each CBS Option assumed by Viacom, and the shares of    
Viacom Class B Common Stock underlying such CBS Option, Viacom shall, no later  
than one Business Day after the Effective Time, file and keep current a Form S- 
8 or other appropriate registration statement for as long as any Substituted    
Options remain outstanding.                                                     

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(c) Prior to the Effective Time, Viacom and CBS shall take all steps      
reasonably necessary to cause the transactions contemplated hereby and any      
other dispositions of equity securities of CBS (including derivative            
securities) or acquisitions of Viacom equity securities (including derivative   
securities) in connection with this Agreement by each individual who (a) is a   
director or officer of Viacom or (b) at the Effective Time, will become a       
director or officer of Viacom, to be exempt under Rule 16b-3 promulgated under  
the Securities Exchange Act of 1934, as amended (the "Exchange Act").           

ARTICLE III 

Representations and Warranties of CBS 

 Except as disclosed in the report on Form 10-K dated March 24, 1999 for the
year ended December 31, 1998, the Reports on Form 10-K/A, Form 10-Q, Form 10-   
Q/A and Form 8-K since December 31, 1998 or the proxy statement dated March 25, 
1999, in each case in the form filed by CBS with the United States Securities   
and Exchange Commission (the "SEC") or in a separate disclosure schedule which  
has been delivered by CBS to Viacom prior to the date of this Agreement (the    
"CBS Disclosure Schedule") (each section of which qualifies the correspondingly 
numbered representation and warranty or covenant to the extent specified        
therein and such other representations and warranties or covenants to the       
extent a matter in such section is disclosed in such a way as to make its       
relevance to the information called for by such other representation and        
warranty or covenant readily apparent), CBS hereby represents and warrants to   
Viacom that:                                                                    

 Section 3.01. Organization and Qualification; Subsidiaries. Each of CBS and
its subsidiaries is a corporation or entity duly incorporated or formed,        
validly existing and in good standing under the laws of its jurisdiction of     
incorporation or formation and has the requisite corporate power and authority  
and all necessary governmental approvals to own, lease and operate its          
properties and to carry on its business as it is now being conducted, except    
where the failure to have such power, authority and governmental approvals      
would not have a CBS Material Adverse Effect (as defined below). Each of CBS    
and its subsidiaries is duly qualified or licensed as a foreign corporation to  
do business, and is in good standing, in each jurisdiction where the character  
of the properties owned, leased or operated by it or the nature of its business 
makes such qualification or licensing necessary, except for such failures to be 
so qualified or licensed and in good standing that would not have a CBS         
Material Adverse Effect. The term "CBS Material Adverse Effect" means any       
change, effect or circumstance that is or is reasonably likely to be materially 
adverse to the business, results of operations or financial condition of CBS    
and its subsidiaries taken as a whole, other than any change, effect or         
circumstance relating to or resulting from (i) general changes in the media or  
entertainment industries or the advertising markets, (ii) changes in general    
economic conditions or securities markets in general or (iii) this Agreement or 
the transactions contemplated hereby or the announcement thereof.               

Section 3.02. Certificate of Incorporation and By-Laws. CBS has made      
available to Viacom a complete and correct copy of the Articles of              
Incorporation and the By-laws, each as amended to the date hereof, of CBS and   
Infinity Broadcasting Corporation, a Delaware corporation ("Infinity"). The     
Articles of Incorporation and By-laws (or equivalent organizational documents)  
of CBS and its subsidiaries are in full force and effect. Except as would not   
have a CBS Material Adverse Effect, none of CBS or its subsidiaries is in       
violation of any provision of its Articles of Incorporation or By-laws (or      
equivalent organizational documents).                                           

Section 3.03. Capitalization. The authorized capital stock of CBS consists
of 1,100,000,000 shares of CBS Common Stock and 25,000,000 shares of preferred  
stock, par value $1.00 per share (the "CBS Preferred Stock"). As of August 31,  
1999, (a) 705,119,425 shares of CBS Common Stock were issued and outstanding,   
all of which were validly issued, fully paid and nonassessable, (b) 40,099,599  
shares of CBS Common Stock were held in the treasury of CBS, (c) 51,007,538     
shares of CBS Common Stock were reserved for future issuance pursuant to        
outstanding unexercised employee stock options granted pursuant to the CBS      
Stock Option Plans or otherwise and (d) 70,365,195 shares of CBS Common Stock   
were reserved for future issuance in connection with the merger of a wholly     
owned subsidiary of CBS with and into King World Productions, Inc. ("King       
World") and 9,910,600 shares of CBS Common Stock (or some equivalent amount of  
CBS Preferred                                                                   

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Stock, if appropriate), measured at the September 3, 1999 New York Stock        
Exchange (the "NYSE") closing price, were reserved for future issuance in       
connection with the acquisition from Gaylord of television station KVTV,        
Dallas/Fort Worth, Texas. As of the date of this Agreement, no shares of CBS    
Preferred Stock are outstanding. As of the date of this Agreement, except for   
the issuance of shares of CBS Common Stock pursuant to the exercise of CBS      
Options and options to purchase 5,850,555 shares of Class A Common Stock, par   
value $0.01 per share, of Infinity, outstanding prior to August 31, 1999, no    
shares of capital stock of CBS or any of its subsidiaries have been issued      
since August 31, 1999. Except as set forth in this Section 3.03, and except for 
the Series A participating preferred stock purchase rights of CBS (the          
"Rights") issued pursuant to the Rights Agreement, dated as of December 28,     
1995, between CBS and First Chicago Trust Company of New York (the "CBS Rights  
Agreement"), as of the date of this Agreement there are no options, warrants or 
other rights, agreements (including registration rights agreements),            
arrangements or commitments of any character relating to the issued or unissued 
capital stock of CBS or any of its subsidiaries or obligating CBS or any of its 
subsidiaries to issue or sell any shares of capital stock of, or other equity   
interests in, CBS or any of its subsidiaries. All shares of capital stock of    
CBS and its subsidiaries subject to issuance as aforesaid, upon issuance on the 
terms and conditions specified in the instruments pursuant to which they are    
issuable, will be duly authorized, validly issued, fully paid and               
nonassessable. As of the date of this Agreement, there are no outstanding       
contractual material obligations of CBS or any subsidiary to repurchase, redeem 
or otherwise acquire any shares of capital stock of CBS or any of its           
subsidiaries or to provide material funds to, or make any material investment   
(in the form of a loan capital contribution or otherwise) in, any person.       

Section 3.04. Authority Relative to Agreement. CBS has all necessary power
and authority to execute and deliver this Agreement, to perform its obligations 
hereunder and to consummate the Merger and the other transactions contemplated  
hereby. The execution and delivery of this Agreement by CBS and the             
consummation by CBS of the Merger and the other transactions contemplated       
hereby have been duly and validly authorized by all necessary corporate action  
and no other corporate proceedings on the part of CBS are necessary to          
authorize the execution and delivery of this Agreement or to consummate the     
Merger and the other transactions contemplated hereby (other than, with respect 
to the Merger, the adoption of this Agreement by the affirmative vote of a      
majority of the votes cast by all shareholders entitled to vote at the CBS      
Stockholders' Meeting (as defined in Section 6.02) and the filing and           
recordation of appropriate merger documents as required by Pennsylvania Law).   
This Agreement has been duly and validly executed and delivered by CBS and,     
assuming the due authorization, execution and delivery by Viacom and Viacom/CBS 
LLC, this Agreement constitutes a legal, valid and binding obligation of CBS,   
enforceable against CBS in accordance with its terms.                           

 Section 3.05. No Conflict; Required Filings and Consents. (a) The execution
and delivery of this Agreement by CBS does not, and the performance of this     
Agreement by CBS will not, (i) conflict with or violate the Articles of         
Incorporation or By-laws of (A) CBS or Infinity or (B) any of its other         
subsidiaries, (ii) assuming the consents, approvals, authorizations and waivers 
specified in Section 3.05(b) have been received and the waiting periods         
referred to therein have expired, and any condition precedent to such consent,  
approval, authorization, or waiver has been satisfied, conflict with or violate 
any domestic (federal, state or local) or foreign law, rule, regulation, order, 
judgment or decree (collectively, "Laws") applicable to CBS or any of its       
subsidiaries or by which any property or asset of CBS or any of its             
subsidiaries is bound or affected or (iii) result in any breach of or           
constitute a default (or an event which with notice or lapse of time or both    
would become a default) under, or give to others any right of termination,      
amendment, acceleration, or cancellation of, or result in the creation of a     
lien or other encumbrance on any property or asset of CBS or any of its         
subsidiaries pursuant to, any note, bond, mortgage, indenture or credit         
agreement, or, to CBS's knowledge as of the date of this Agreement, any other   
contract, agreement, lease, license, permit, franchise or other instrument or   
obligation to which CBS or any of its subsidiaries is a party or by which CBS   
or any of its subsidiaries or any property or asset of CBS or any of its        
subsidiaries is bound or affected, except, in the case of clauses (i)(B), (ii)  
and (iii), for any such conflicts, violations, breaches, defaults or other      
occurrences of the type referred to above which would not have a CBS Material   
Adverse Effect or would not prevent or materially delay the consummation of the 
Merger; provided, however, that for purposes of this Section 3.05(a), the       
definition of CBS Material Adverse Effect shall be read so as not to include    
clause (iii) of the definition thereof.                                         

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(b) The execution and delivery of this Agreement by CBS do not, and the   
performance of this Agreement by CBS will not, require any consent, approval,   
authorization, waiver or permit of, or filing with or notification to, any      
governmental or regulatory authority, domestic, foreign or supranational,       
except for applicable requirements of the Exchange Act, the Securities Act of   
1933, as amended (the "Securities Act"), state securities or "blue sky" laws    
("Blue Sky Laws"), the pre-merger notification arrangements of the Hart-Scott-  
Rodino Antitrust Improvements Act of 1976, as amended, and the rules and        
regulations thereunder (the "HSR Act"), such filings, approvals and waivers of  
the Federal Communications Commission or any successor entity (the "FCC") as    
may be required under the Communications Act of 1934, as amended, and the rules 
and regulations of the FCC thereunder (collectively, the "Communications Act"), 
applicable requirements of the Investment Canada Act of 1985 and the            
Competition Act (Canada), any other non-United States competition, antitrust    
and investment law, filing and recordation of appropriate merger documents as   
required by Delaware Corporation Law or Delaware LLC Law, as the case may be,   
and Pennsylvania Law and the rules of the NYSE and except where failure to      
obtain such consents, approvals, authorizations or permits, or to make such     
filings or notifications, would not have a CBS Material Adverse Effect or would 
not prevent or materially delay the consummation of the Merger; provided,       
however, that for purposes of this Section 3.05(b), the definition of CBS       
Material Adverse Effect shall be read so as not to include clause (iii) of the  
definition thereof.                                                             

Section 3.06. Permits and Licenses; Contracts. (a) Each of CBS and its    
subsidiaries is in possession of all franchises, grants, authorizations,        
licenses, permits, easements, variances, exceptions, consents, certificates,    
approvals and orders necessary for CBS or any of its subsidiaries to own, lease 
and operate the properties of CBS and its subsidiaries or to carry on their     
business as it is now being conducted and contemplated to be conducted (the     
"CBS Permits"), and no suspension or cancellation of any of the CBS Permits is  
pending or, to the knowledge of CBS, threatened, except where the failure to    
have, or the suspension or cancellation of, any of the CBS Permits would not    
have a CBS Material Adverse Effect. None of CBS or any of its subsidiaries is   
in conflict with, or in default or violation of, (i) any Laws applicable to CBS 
or any of its subsidiaries or by which any property or asset of CBS or any of   
its subsidiaries is bound or affected, (ii) any of the CBS Permits or (iii) any 
note, bond, mortgage, indenture, contract, agreement, lease, license, permit,   
franchise or other instrument or obligation to which CBS or any of its          
subsidiaries is a party or by which CBS or any of its subsidiaries or any       
property or asset of CBS or any of its subsidiaries is bound or affected,       
except for any such conflicts, defaults or violations that would not have a CBS 
Material Adverse Effect.                                                        

(b) Except as would not have a CBS Material Adverse Effect, and to the    
knowledge of CBS, except as would not have a material adverse effect on the     
Surviving Corporation following the Effective Time, none of CBS or any of its   
subsidiaries is a party to any contracts or agreements that limits the ability  
of CBS or any of its subsidiaries or, after the Effective Time, Viacom or any   
of its subsidiaries, to compete in any line of business or with any person or   
engage in any business in any geographic area, in each case except for          
competition in businesses that neither CBS nor Viacom are currently engaged in  
or will reasonably foreseeably engage in.                                       

  (c) CBS and its subsidiaries have operated the radio and television stations
and associated facilities for which CBS or any of its subsidiaries holds        
licenses from the FCC, in each case which are owned or operated by CBS and its  
subsidiaries (the "CBS Licensed Facilities"), in material compliance with the   
terms of the CBS Permits issued by the FCC to CBS and its subsidiaries ("CBS    
FCC Licenses"), and in material compliance with the Communications Act, and CBS 
and its subsidiaries have timely filed or made all applications, reports and    
other disclosures required by the FCC to be filed or made with respect to the   
CBS Licensed Facilities and have timely paid all FCC regulatory fees with       
respect thereto, in each case except as would not have a CBS Material Adverse   
Effect. As of the date hereof, to CBS's knowledge, there is not now pending or  
threatened before the FCC any material investigation, proceeding, notice of     
violation, order of forfeiture or complaint against CBS or any of its           
subsidiaries, relating to any of the CBS Licensed Facilities or FCC regulated   
services conducted by CBS that, if adversely decided, would have a CBS Material 
Adverse Effect.                                                                 

Section 3.07. SEC Filings; Financial Statements. (a) CBS and Infinity have
filed all forms, reports and documents required to be filed by it with the SEC  
from December 31, 1996 to the date of this Agreement,                           

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including: (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q 
and (iii) proxy statements relating to CBS's and Infinity's meetings of         
shareholders (whether annual or special) (the forms, reports and other          
documents referred to in clauses (i), (ii), (iii) and all other forms, reports  
and other registration statements filed by CBS or Infinity with the SEC as of   
the date of this Agreement, including all amendments and supplements thereto    
filed with the SEC as of the date of this Agreement, above being referred to    
herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well   
as all forms, reports and documents to be filed by CBS or Infinity with the SEC 
after the date hereof and prior to the Effective Time, (i) were or will be      
prepared in accordance with the requirements of the Securities Act, and the     
Exchange Act, as the case may be, and the rules and regulations thereunder,     
(ii) did not at the time they were filed, or will not at the time they are      
filed, contain any untrue statement of a material fact or omit to state a       
material fact required to be stated therein or necessary in order to make the   
statements made therein, in the light of the circumstances under which they     
were made, not misleading, and (iii) did not at the time they were filed, or    
will not at the time they are filed, omit any documents required to be filed as 
exhibits thereto. No CBS subsidiary, except Infinity, is subject to the         
periodic reporting requirements of the Exchange Act.                            

(b) Each of the financial statements (including, in each case, any notes  
thereto) contained in the CBS SEC Reports and each of the financial statements  
to be filed by CBS or Infinity with the SEC after the date hereof and prior to  
the Effective Time was or will be prepared in accordance with United States     
generally accepted accounting principles applied on a consistent basis          
throughout the periods indicated (except as may be indicated in the notes       
thereto) and each fairly presented in all material respects or will fairly      
present in all material respects the consolidated financial position, results   
of operations and cash flows of CBS and its subsidiaries as at the respective   
dates thereof and for the respective periods indicated therein in accordance    
with United States generally accepted accounting principles (subject, in the    
case of unaudited statements, to normal and recurring year-end adjustments      
which were not and are not expected to be material).                            

(c) Except as and to the extent set forth in the CBS SEC Reports, CBS and 
its subsidiaries do not have any liability or obligation of any nature (whether 
accrued, absolute, contingent or otherwise) other than liabilities and          
obligations which, individually or in the aggregate, would not have a CBS       
Material Adverse Effect.                                                        

(d) CBS has heretofore furnished to Viacom complete and correct copies of 
all material amendments and modifications that have not been filed by CBS or    
Infinity with the SEC to all agreements, documents and other instruments that   
previously had been filed by CBS or Infinity with the SEC and are currently in  
effect.                                                                         

Section 3.08. Absence of Certain Changes or Events. (a) Since December 31,
1998, except as disclosed in any CBS SEC Report or as contemplated by this      
Agreement, there has not been any change, event or circumstance which, when     
taken individually or together with all other changes, events or circumstances, 
has had or would have a CBS Material Adverse Effect, and (b) since December 31, 
1998 to the date of this Agreement, except as disclosed in any CBS SEC Report   
(i) each of CBS and its subsidiaries has conducted its businesses only in the   
ordinary course and in a manner consistent with past practice and (ii) there    
has not been (A) any material change by CBS or any of its subsidiaries in its   
material accounting policies, practices and procedures, (B) any entry by CBS or 
any of its subsidiaries into any commitment or transaction material to CBS and  
its subsidiaries taken as a whole other than in the ordinary course of business 
consistent with past practice, (C) any declaration, setting aside or payment of 
any dividend or distribution in respect of any capital stock of CBS or any of   
its subsidiaries (other than cash dividends payable by any wholly owned         
subsidiary to another subsidiary or CBS), or (D) any increase in the            
compensation payable or to become payable to any corporate officers or heads of 
divisions of CBS or any of its subsidiaries, except in the ordinary course of   
business consistent with past practice.                                         

Section 3.09. Absence of Litigation. Except as disclosed in any CBS SEC   
Report, there is no claim, action, proceeding or investigation pending or, to   
the knowledge of CBS, threatened against CBS or any of its subsidiaries, or any 
property or asset of CBS or any of its subsidiaries, before any court,          
arbitrator or Governmental Authority, in each case except as would not have a   
CBS Material Adverse Effect. As of the date                                     

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of this Agreement, none of CBS, any of its subsidiaries nor any property or     
asset of CBS or any of its subsidiaries is subject to any order, writ,          
judgment, injunction, decree, determination or award imposed by any court,      
arbitration or Governmental Authority, in each case except as would not have a  
CBS Material Adverse Effect.                                                    

Section 3.10. Employee Benefit Plans. (a) With respect to each employee   
benefit plan, program, arrangement and contract (including, without limitation, 
any "employee benefit plan", as defined in Section 3(3) of the Employee         
Retirement Income Security Act of 1974, as amended ("ERISA")), maintained or    
contributed to by CBS or any of its subsidiaries, or with respect to which CBS  
or any of its subsidiaries could incur liability under Section 4069 of ERISA,   
other than multiemployer plans within the meaning of Section 3(37) of ERISA     
(the "CBS Benefit Plans"), CBS will provide to Viacom within 15 days of the     
date of this Agreement a true and correct copy of (i) the most recent annual    
report (Form 5500) filed with the Internal Revenue Service (the "IRS"), (ii)    
such CBS Benefit Plan, (iii) each trust agreement relating to such CBS Benefit  
Plan, (iv) the most recent summary plan description for each CBS Benefit Plan   
for which a summary plan description is required, (v) the most recent actuarial 
report or valuation relating to a CBS Benefit Plan subject to Title IV of       
ERISA, if any, and (vi) the most recent determination letter, if any, issued by 
the IRS with respect to any CBS Benefit Plan qualified under Section 401(a) of  
the Code. CBS will, promptly following the date of this Agreement, request a    
copy of each CBS Benefit Plan that is a multiemployer plan within the meaning   
of Section 3(37) of ERISA from the trustees of such multiemployer plan and CBS  
shall deliver such copy of the plan to Viacom promptly upon its receipt         
thereof.                                                                        

(b) Each CBS Benefit Plan has been administered in accordance with its    
terms, and in compliance with applicable laws, except as would not have a CBS   
Material Adverse Effect. CBS and its subsidiaries have performed all            
obligations required to be performed by them under, are not in any respect in   
default under or in violation of, and have no knowledge of any default or       
violation by any party to, any CBS Benefit Plans, except as would not have a    
CBS Material Adverse Effect. With respect to the CBS Benefit Plans, no event    
has occurred and, to the knowledge of CBS, there exists no condition or set of  
circumstances, in connection with which CBS or any of its subsidiaries is       
reasonably likely to be subject to any liability under the terms of such CBS    
Benefit Plans, ERISA, the Code or any other applicable Law except as would not, 
individually or in the aggregate, have a CBS Material Adverse Effect. Neither   
CBS nor any of its subsidiaries has any actual or contingent liability under    
Title IV of ERISA (other than the payment of premiums to the Pension Benefit    
Guaranty Corporation), including, without limitation, any liability in          
connection with (i) the termination or reorganization of any employee benefit   
plan subject to Title IV of ERISA or (ii) the withdrawal from any multiemployer 
plan or multiple employer plan, and no fact or event exists which is reasonably 
likely to give rise to any such liability, in each case except as would not,    
individually or in the aggregate, have a CBS Material Adverse Effect.           

(c) CBS has made available to Viacom: (i) copies of all employment        
agreements with the top five most highly compensated executive officers of CBS  
and its subsidiaries; (ii) copies of all material severance agreements,         
programs and policies of CBS or any of its subsidiaries with or relating to its 
or its subsidiaries' employees; and (iii) copies of all material plans,         
programs, agreements and other arrangements of CBS or any of its subsidiaries   
with or relating to its or its subsidiaries' employees which contain change in  
control provisions. Neither the execution and delivery of this Agreement nor    
the consummation of the transactions contemplated hereby will (i) result in any 
payment (including, without limitation, severance, unemployment compensation,   
"golden parachute" or otherwise) becoming due to any director, officer or       
employee of CBS or any of its subsidiaries from CBS or any of its affiliates    
under any CBS Benefit Plan or otherwise, which payment is material in relation  
to the compensation previously provided to such individual (other than payments 
resulting from a change in responsibilities or reporting obligations of         
individual employees), (ii) materially increase any benefits otherwise payable  
under any CBS Benefit Plan, which increase is material in relation to the       
benefits previously provided or (iii) result in any acceleration of the time of 
payment or vesting of any material benefits.                                    

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(d) Each CBS Benefit Plan that is intended to be qualified under Section  
401(a) of the Code or Section 401(k) of the Code has timely received a          
favorable determination letter from the IRS covering all of the provisions      
applicable to the Plan for which determination letters are currently available  
that the CBS Benefit Plan is so qualified and each trust established in         
connection with any CBS Benefit Plan which is intended to be exempt from        
federal income taxation under Section 501(a) of the Code has received a         
determination letter from the IRS that it is so exempt, and no fact or event    
has occurred since the date of such determination letter or letters from the    
IRS which is reasonably likely to adversely affect the qualified status of any  
such CBS Benefit Plan or the exempt status of any such trust.                   

Section 3.11. Labor Matters. There is no labor dispute, strike or work    
stoppage against CBS or any of its subsidiaries pending or, to the knowledge of 
CBS, threatened which would reasonably be expected to interfere with the        
respective business activities of CBS or any of its subsidiaries, except for    
such disputes, strikes or work stoppages which would not have a CBS Material    
Adverse Effect. There is no charge or complaint against CBS or any of its       
subsidiaries by the National Labor Relations Board or any comparable state      
agency pending or threatened in writing, except for such charges or complaints  
(or related unfair labor practices) which would not have a CBS Material Adverse 
Effect.                                                                         

  Section 3.12. Environmental Matters. Except as would not, individually or in
the aggregate, have a CBS Material Adverse Effect:                              

  (a) CBS and its subsidiaries (i) are in compliance with all, and are not
subject to any asserted liability or, to CBS's knowledge, any liability     
(including liability with respect to current or former subsidiaries or      
operations), in each case with respect to any, Environmental Laws (as       
defined below), (ii) hold or have applied for all Environmental Permits (as 
defined below) and (iii) are in compliance with their respective            
Environmental Permits;                                                      

 (b) neither CBS nor any CBS subsidiary has received any written notice,
demand, letter, claim or request for information alleging that CBS or any   
of its subsidiaries is or may be in violation of, or liable under, any      
Environmental Law;                                                          

(c) neither CBS nor any of its subsidiaries (i) has entered into or   
agreed to any consent decree or order or is subject to any judgment, decree 
or judicial order relating to compliance with Environmental Laws,           
Environmental Permits or the investigation, sampling, monitoring,           
treatment, remediation, removal or cleanup of Hazardous Materials (as       
defined below) and, to the knowledge of CBS, no investigation, litigation   
or other proceeding is pending or threatened in writing with respect        
thereto, or (ii) is an indemnitor in connection with any threatened or      
asserted claim by any third-party indemnitee for any liability under any    
Environmental Law or relating to any Hazardous Materials; and               

(d) none of the real property owned or leased by CBS or any of its    
subsidiaries is listed or, to the knowledge of CBS, proposed for listing on 
the "National Priorities List" under CERCLA, as updated through the date    
hereof, or any similar state or foreign list of sites requiring             
investigation or cleanup.                                                   

For purposes of this Agreement:                                       

"CERCLA" means the Comprehensive Environmental Response, Compensation 
and Liability Act of 1980, as amended as of the date hereof.                

"Environmental Laws" means any applicable federal, state, local or    
foreign statute, law, ordinance, regulation, rule, code, treaty, writ or    
order and any enforceable judicial or administrative interpretation         
thereof, including any judicial or administrative order, consent decree,    
judgment, stipulation, injunction, permit, authorization, policy, opinion,  
or agency requirement, in each case having the force and effect of law,     
relating to the pollution, protection, investigation or restoration of the  
environment, health and safety or natural resources, including those        
relating to the use, handling, presence, transportation, treatment,         
storage, disposal, release, threatened release or discharge of Hazardous    
Materials or noise, odor, wetlands, pollution, contamination or any injury  
or threat of injury to persons or property or to the siting, construction,  
operation, closure and post-closure care of waste disposal, handling and    
transfer facilities.                                                        

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"Environmental Permits" means any permit, approval, identification    
number, license and other authorization required under any Environmental    
Law.                                                                        

"Hazardous Materials" means (i) any petroleum, petroleum products, by-
products or breakdown products, radioactive materials, asbestos-containing  
materials or polychlorinated biphenyls or (ii) any chemical, material or    
other substance defined or regulated as toxic or hazardous or as a          
pollutant or contaminant or waste under any Environmental Law.              

  Section 3.13. Trademarks, Patents and Copyrights. Except as would not have a
CBS Material Adverse Effect, CBS and its subsidiaries own, or possess adequate  
licenses or other valid rights to use, all material patents, patent rights,     
trademarks, trademark rights, trade names, trade name rights, copyrights,       
service marks, service mark rights, trade secrets, applications to register,    
and registrations for, the foregoing trademarks, know-how and other proprietary 
rights and information used in connection with the business of CBS and its      
subsidiaries as currently conducted, and no assertion or claim has been made in 
writing challenging the validity of any of the foregoing which would have a CBS 
Material Adverse Effect. To the knowledge of CBS, the conduct of the business   
of CBS and its subsidiaries as currently conducted does not conflict in any way 
with any patent, patent right, license, trademark, trademark right, trade name, 
trade name right, service mark or copyright of any third party, except for such 
conflicts which would not have a CBS Material Adverse Effect.                   

Section 3.14. Taxes. (a) For purposes of this Agreement, "Tax" or "Taxes" 
means any and all taxes, fees, levies, duties, tariffs, imposts, and other      
charges of any kind (together with any and all interest, penalties, additions   
to tax and additional amounts imposed with respect thereto) imposed by any      
governmental or taxing authority including, without limitation: taxes or other  
charges on or with respect to income, franchises, windfall or other profits,    
gross receipts, property, sales, use, capital stock, payroll, employment,       
social security, workers' compensation, unemployment compensation, or net       
worth; taxes or other charges in the nature of excise, withholding, ad valorem, 
stamp, transfer, value added, or gains taxes; license, registration and         
documentation fees; and customs' duties, tariffs, and similar charges.          

 (b) Except as would not have a CBS Material Adverse Effect: (i) each of CBS
and each of its subsidiaries has timely filed all federal, state, local and     
foreign tax returns and reports (including extensions) required to be filed by  
it and has paid and discharged all Taxes shown as due thereon and has paid all  
of such other Taxes as are due, other than such payments as are being contested 
in good faith by appropriate proceedings; (ii) neither the IRS nor any other    
taxing authority or agency, domestic or foreign, is now asserting or, to the    
knowledge of CBS after due inquiry, threatening to assert against CBS or any of 
its subsidiaries any deficiency or claim for Taxes; (iii) no waiver of any      
statute of limitations with respect to, or any extension of a period for the    
assessment of, any Tax has been granted by CBS or any of its subsidiaries; (iv) 
the accruals and reserves for Taxes reflected in the CBS balance sheet included 
in its Annual Report on Form 10-K for fiscal year 1998 and the most recent      
quarterly financial statements are adequate to cover all Taxes accruable        
through the date thereof in accordance with United States generally accepted    
accounting principles; (v) no election under Section 341(f) of the Code has     
been made by CBS or any of its subsidiaries; (vi) CBS and each of its           
subsidiaries has withheld or collected and paid over to the appropriate         
governmental authorities or is properly holding for such payment all Taxes      
required by law to be withheld or collected; (vii) there are no liens for Taxes 
upon the assets of CBS or any of its subsidiaries, other than liens for Taxes   
that are being contested in good faith by appropriate proceedings; and (viii)   
CBS has not constituted a "distributing corporation" (within the meaning of     
Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for     
tax-free treatment under Section 355 of the Code in the two years prior to the  
date of this Agreement.                                                         

  Section 3.15. Tax Matters. None of CBS or any of its affiliates has taken or
agreed to take any action that would prevent the Merger from constituting a     
transaction qualifying under Section 368(a) of the Code. None of CBS or any of  
its affiliates or agents is aware of any agreement, plan or other circumstance  
that would prevent the Parent Merger, or, if the Tax Event occurs, the LLC      
Merger from qualifying under Section 368(a) of the Code, that could prevent     
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that could prevent the opinions described in such Sections from being given and 
to the knowledge of CBS, the Parent Merger, or, if the Tax Event occurs, the    
LLC Merger will so qualify.                                                     

Section 3.16. Year 2000 Compliance. (a) CBS has adopted a plan that it    
believes will cause CBS Systems (as defined below) to be CBS Year 2000          
Compliant (as defined below) (such plan, as it may be amended, modified or      
supplemented from time to time being, the "CBS Year 2000 Plan") in all material 
respects. CBS has taken, and between the date of this Agreement and the         
Effective Time will continue to take, all reasonable steps to implement the CBS 
Year 2000 Plan with respect to the CBS Systems. Notwithstanding anything in     
this Section 3.16 to the contrary, CBS does not represent or warrant that CBS   
Systems (or any other operations, systems, equipment or software of CBS or its  
subsidiaries or any of their respective affiliates) are or will be CBS Year     
2000 Compliant at or prior to the Effective Time, regardless of whether the CBS 
Year 2000 Plan has or has not been implemented or complied with.                

(b) For purposes of this Section 3.16, (i) "CBS Systems" shall mean all   
computer, hardware, software, systems, and equipment (including embedded        
microcontrollers in non-computer equipment) embedded within or required to      
operate the current products of CBS and its subsidiaries, and/or material to or 
necessary for CBS and its subsidiaries to carry on their respective businesses  
as currently conducted; and (ii) "CBS Year 2000 Compliant" means that CBS       
Systems will (A) manage, accept, process, store and output data involving dates 
reasonably expected to be encountered in the foreseeable future and (B)         
accurately process date data from, into and between the 20th and 21st centuries 
and each date during the years 1999 and 2000.                                   

Section 3.17. Opinion of Financial Advisors. CBS has received the written 
opinion of Evercore Group Inc. (the "CBS Financial Advisor") on or prior to the 
date of this Agreement, to the effect that, as of the date of such opinion, the 
Exchange Ratio is fair to the shareholders of CBS from a financial point of     
view, and CBS will deliver a copy of such opinion to Viacom promptly after the  
date of this Agreement.                                                         

  Section 3.18. Vote Required. The affirmative vote of a majority of the votes
cast by all shareholders entitled to vote at the CBS Stockholders' Meeting is   
the only vote of the holders of any class or series of capital stock of CBS     
necessary to adopt this Agreement.                                              

Section 3.19. Brokers. No broker, finder or investment banker (other than 
the CBS Financial Advisor) is entitled to any brokerage, finder's or other fee  
or commission in connection with the Merger based upon arrangements made by or  
on behalf of CBS.                                                               

Section 3.20. Pennsylvania Law. Pursuant to its By-laws, CBS has opted out
of anti-takeover provisions contained in the Pennsylvania Law relating to (i)   
"control share acquisitions" (Sections 2561 through 2568 of the Pennsylvania    
Law) and (ii) disgorgement of profits by certain controlling shareholders       
following attempts to acquire control (Sections 2571 through 2576 of the        
Pennsylvania Law). Section 2538 of the Pennsylvania Law relating to "interested 
shareholder transactions" and Sections 2551 through 2556 of the Pennsylvania    
Law relating to "business combinations with interested shareholders" are not    
applicable to this Agreement or the transactions contemplated hereby.           

Section 3.21. Rights Agreement. As of the date of this Agreement, the copy
of the Rights Agreement, including all amendments and exhibits thereto, that is 
set forth as an exhibit to CBS's Form 8-K, filed with the SEC on January 9,     
1996, is a complete and correct copy thereof. Neither the execution of this     
Agreement nor the consummation of the Merger will (A) cause the Rights issued   
pursuant to the Rights Agreement to become exercisable, (B) cause Viacom or     
Viacom/CBS LLC to become an Acquiring Person or a Principal Party (as each term 
is defined in the Rights Agreement) or (C) give rise to a Distribution Date (as 
such term is defined in the Rights Agreement).                                  

Section 3.22. Gaylord. CBS and Gaylord Entertainment Company ("Gaylord")  
have entered into an Agreement and Plan of Merger dated as of April 9, 1999, as 
amended as of October 8, 1999 (the "Gaylord Agreement") and the Gaylord         
Agreement is in full force and effect. Pursuant to the Gaylord Agreement,       

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Gaylord has agreed, under certain circumstances, to vote its shares of CBS      
Series B Preferred Stock in favor of adopting this Agreement, if required under 
applicable law, and has, under certain circumstances, constituted and appointed 
CBS as Gaylord's true and lawful proxy (the "Gaylord Proxy"), with full power   
of substitution, for and in its name, place and stead, to vote each of          
Gaylord's shares of CBS Series B Preferred Stock in favor of the adoption of    
this Agreement at the CBS Stockholders' Meeting and any adjournment or          
postponement thereof. CBS has not waived or transferred to a third party any of 
its rights to vote Gaylord's shares under the Gaylord Proxy.                    

ARTICLE IV

Representations and Warranties of Viacom

 Except as disclosed in the report on Form 10-K dated March 31, 1999 for the
year ended December 31, 1998, the reports on Form 10-Q and Form 8-K since       
December 31, 1998 or the proxy statement dated April 16, 1999, in each case in  
the form filed by Viacom with the SEC or in a separate disclosure schedule      
which has been delivered by Viacom to CBS prior to the date of this Agreement   
(the "Viacom Disclosure Schedule") (each section of which qualifies the         
correspondingly numbered representation and warranty or covenant to the extent  
specified therein and such other representations and warranties or covenants to 
the extent a matter in such section is disclosed in such a way as to make its   
relevance to the information called for by such other representation and        
warranty or covenant readily apparent), Viacom hereby represents and warrants   
to CBS that (provided that all representations and warranties relating to       
Viacom/CBS LLC are originally made as of November 23, 1999):                    

 Section 4.01. Organization and Qualification; Subsidiaries. Each of Viacom,
Viacom/CBS LLC and Viacom's other subsidiaries is a corporation or entity duly  
incorporated or formed, validly existing and in good standing, under the laws   
of its jurisdiction of incorporation or formation, and has the requisite        
corporate power and authority and all necessary governmental approvals to own,  
lease and operate its properties and to carry on its business as it is now      
being conducted, except where the failure to have such power, authority and     
governmental approvals would not have a Viacom Material Adverse Effect (as      
defined below). Each of Viacom, Viacom/CBS LLC and Viacom's other subsidiaries  
is duly qualified or licensed as a foreign corporation to do business, and is   
in good standing, in each jurisdiction where the character of the properties    
owned, leased or operated by it or the nature of its business makes such        
qualification or licensing necessary, except for such failures to be so         
qualified or licensed and in good standing that would not have a Viacom         
Material Adverse Effect. The term "Viacom Material Adverse Effect" means any    
change, effect or circumstance that is or is reasonably likely to be materially 
adverse to the business, results of operations or financial condition of Viacom 
and its subsidiaries taken as a whole, other than any change, effect or         
circumstance relating to or resulting from (i) general changes in the media or  
entertainment industries or the advertising markets, (ii) changes in general    
economic conditions or securities markets in general or (iii) this Agreement or 
the transactions contemplated hereby or the announcement thereof.               

Section 4.02. Certificate of Incorporation and By-Laws. Viacom has made   
available to CBS a complete and correct copy of the Certificate of              
Incorporation and the By-laws (or equivalent organizational documents), each as 
amended to the date hereof, of Viacom, Viacom/CBS LLC and Blockbuster           
Corporation ("Blockbuster"). The Certificates of Incorporation and By-laws (or  
equivalent organizational documents) of Viacom, Viacom/CBS LLC and Viacom's     
other subsidiaries are in full force and effect. Except as would not have a     
Viacom Material Adverse Effect, none of Viacom, Viacom/CBS LLC or Viacom's      
other subsidiaries is in violation of any provision of its Certificate of       
Incorporation or By-laws (or equivalent organizational documents).              

Section 4.03. Capitalization. The authorized capital stock of Viacom      
consists of 500,000,000 shares of Viacom Class A Common Stock, 3,000,000,000    
shares of Viacom Class B Common Stock and 200,000,000 shares of Preferred       
Stock, par value $.01 per share, of Viacom ("Viacom Preferred Stock"). As of    
September 3, 1999, (a) 139,923,921 shares of Viacom Class A Common Stock and    
605,085,135 shares of Viacom                                                    

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Class B Common Stock were issued and outstanding, all of which were validly     
issued, fully paid and nonassessable, (b) 1,356,400 shares of Viacom Class A    
Common Stock and 47,101,300 shares of Viacom B Common Stock were held in the    
treasury of Viacom, (c) no shares of Viacom Class A Common Stock or Viacom      
Class B Common Stock were held by subsidiaries of Viacom and (d) as of          
September 3, 1999, approximately 1,898,946 shares of Viacom Class B Common      
Stock were reserved for future issuance pursuant to stock options or stock      
incentive rights (collectively "Viacom Options") granted pursuant to Viacom's   
stock option plans and arrangements (the "Viacom Stock Option Plans"). As of    
September 3, 1999, no shares of Viacom Preferred Stock were issued and          
outstanding. As of the date of this Agreement, except for the issuance of       
Viacom Class B Common Stock pursuant to the exercise of Viacom Options and      
options to purchase                                                             
11,600,000 shares of Class A Common Stock, par value $.01 per share, of         
Blockbuster (the "Blockbuster Options") outstanding prior to September 3, 1999, 
no shares of capital stock of Viacom or any of its subsidiaries have been       
issued since September 3, 1999. Except as set forth in this Section 4.03, as of 
the date of this Agreement, there are no options, warrants or other rights,     
agreements (including registration rights agreements), arrangements or          
commitments of any character relating to the issued or unissued capital stock   
of Viacom or any of its subsidiaries or obligating Viacom or any of its         
subsidiaries to issue or sell any shares of capital stock of, or other equity   
interests in, Viacom or any of its subsidiaries. All shares of capital stock of 
Viacom and its subsidiaries subject to issuance as aforesaid, upon issuance on  
the terms and conditions specified in the instruments pursuant to which they    
are issuable, will be duly authorized, validly issued, fully paid and           
nonassessable. As of the date of this Agreement, there are no outstanding       
contractual material obligations of Viacom or any subsidiary to repurchase,     
redeem or otherwise acquire any shares of capital stock of Viacom or any of its 
subsidiaries or to provide material funds to, or make any material investment   
(in the form of a loan capital contribution or otherwise) in, any person. The   
Stockholder (as defined in the Parent Voting Agreements) is the holder of a     
majority of the issued and outstanding shares of Viacom Class A Common Stock.   

  Section 4.04. Authority Relative to Agreement. Each of Viacom and Viacom/CBS
LLC has all necessary power and authority to execute and deliver this           
Agreement, to perform its obligations hereunder and to consummate the Merger    
and the other transactions contemplated hereby. The execution and delivery of   
this Agreement by each of Viacom and Viacom/CBS LLC and the consummation by     
each of Viacom and Viacom/CBS LLC of the Merger and the other transactions      
contemplated hereby have been duly and validly authorized by all necessary      
corporate action and no other corporate proceedings on the part of each of      
Viacom and Viacom/CBS LLC are necessary to authorize the execution and delivery 
of this Agreement or to consummate the Merger and the other transactions        
contemplated hereby (other than, with respect to the Merger, the approval of    
the Viacom Proposals by the holders of a majority of the then outstanding       
shares of Viacom Class A Common Stock and the filing and recordation of         
appropriate merger documents as required by Delaware Corporation Law or         
Delaware LLC Law, as the case may be, and Pennsylvania Law). This Agreement has 
been duly and validly executed and delivered by each of Viacom and Viacom/CBS   
LLC and, assuming the due authorization, execution and delivery by CBS, this    
Agreement constitutes a legal, valid and binding obligation of each of Viacom   
and Viacom/CBS LLC, enforceable against each of Viacom and Viacom/CBS LLC in    
accordance with its terms.                                                      

 Section 4.05. No Conflict; Required Filings and Consents. (a) The execution
and delivery of this Agreement by each of Viacom and Viacom/CBS LLC do not, and 
the performance of this Agreement by each of Viacom and Viacom/CBS LLC and the  
performance by Parent of the Parent Voting Agreements will not, (i) conflict    
with or violate the Certificate of Incorporation or By-laws (or similar         
organization documents) of (A) Viacom, Viacom/CBS LLC or Blockbuster or (B) any 
of Viacom's other subsidiaries, (ii) assuming the consents, approvals and       
authorizations specified in Section 4.05(b) have been received and the waiting  
periods referred to therein have expired, and any condition precedent to such   
consent, approval, authorization, or waiver has been satisfied, conflict with   
or violate any Law applicable to Viacom, Viacom/CBS LLC or any of Viacom's      
other subsidiaries or by which any property or asset of Viacom, Viacom/CBS LLC  
or any of Viacom's other subsidiaries is bound or affected or (iii) result in   
any breach of or constitute a default (or an event which with notice or lapse   
of time or both would become a default) under, or give to others any right of   

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termination, amendment, acceleration or cancellation of, or result in the       
creation of a lien or other encumbrance on any property or asset of Viacom,     
Viacom/CBS LLC or any of Viacom's other subsidiaries pursuant to, any note,     
bond, mortgage, indenture or credit agreement, or, to Viacom's knowledge as of  
the date of this Agreement, any other contract, agreement, lease, license,      
permit, franchise or other instrument or obligation to which Viacom, Viacom/CBS 
LLC or any of Viacom's other subsidiaries is a party or by which Viacom,        
Viacom/CBS LLC or any of Viacom's other subsidiaries or any property or asset   
of Viacom, Viacom/CBS LLC or any of Viacom's other subsidiaries is bound or     
affected, except, in the case of clauses (i)(B), (ii) and (iii), for any such   
conflicts, violations, breaches, defaults or other occurrences of the type      
referred to above which would not have a Viacom Material Adverse Effect or      
would not prevent or materially delay the consummation of the Merger; provided, 
however, that for purposes of this Section 4.05(a), the definition of Viacom    
Material Adverse Effect shall be read so as not to include clause (iii) of the  
definition thereof.                                                             

(b) The execution and delivery of this Agreement by each of Viacom and    
Viacom/CBS LLC do not, and the performance of this Agreement by each of Viacom  
and Viacom/CBS LLC and the performance by Parent of the Parent Voting           
Agreements will not, require any consent, approval, authorization, waiver or    
permit of, or filing with or notification to, any governmental or regulatory    
authority, domestic, foreign or supranational, except for applicable            
requirements of the Exchange Act, the Securities Act, Blue Sky Laws, the HSR    
Act, such filings, approvals and waivers as may be required by the              
Communications Act, applicable requirements of the Investment Canada Act of     
1985 and the Competition Act (Canada), any other non-United States competition, 
antitrust and investment law, filing and recordation of appropriate merger      
documents as required by Delaware Corporation Law or Delaware LLC Law, as the   
case may be, and Pennsylvania Law and the rules of the NYSE, and except where   
failure to obtain such consents, approvals, authorizations or permits, or to    
make such filings or notifications, would not have a Viacom Material Adverse    
Effect or would not prevent or materially delay the consummation of the Merger; 
provided, however, that for purposes of this Section 4.05(b), the definition of 
Viacom Material Adverse Effect shall be read so as not to include clause (iii)  
of the definition thereof.                                                      

Section 4.06. Permits and Licenses; Contracts. (a) Each of Viacom and its 
subsidiaries is in possession of all franchises, grants, authorizations,        
licenses, permits, easements, variances, exceptions, consents, certificates,    
approvals and orders necessary for Viacom or any of its subsidiaries to own,    
lease and operate the properties of Viacom and its subsidiaries or to carry on  
their business as it is now being conducted and contemplated to be conducted    
(the "Viacom Permits"), and no suspension or cancellation of any of the Viacom  
Permits is pending or, to the knowledge of Viacom, threatened, except where the 
failure to have, or the suspension or cancellation of, any of the Viacom        
Permits would not have a Viacom Material Adverse Effect. None of Viacom or any  
of its subsidiaries is in conflict with, or in default or violation of (i) any  
Laws applicable to Viacom or any of its subsidiaries or by which any property   
or asset of Viacom or any of its subsidiaries is bound or affected, (ii) any of 
the Viacom Permits, or (iii) any note, bond, mortgage, indenture, contract,     
agreement, lease, license, permit, franchise or other instrument or obligation  
to which Viacom or any of its subsidiaries is a party or by which Viacom or any 
of its subsidiaries or any property or asset of Viacom or any of its            
subsidiaries is bound or affected, except for any such conflicts, defaults or   
violations that would not have a Viacom Material Adverse Effect.                

(b) Except as would not have a Viacom Material Adverse Effect, and to the 
knowledge of Viacom, except as would not have a material adverse effect on the  
Surviving Corporation following the Effective Time, none of Viacom or any of    
its subsidiaries is a party to any contracts or agreements that limits the      
ability of Viacom or any of its subsidiaries to compete in any line of business 
or with any person or engage in any business in any geographic area, in each    
case except for competition in businesses that neither CBS nor Viacom are       
currently engaged in or will reasonably foreseeably engage in.                  

(c) Viacom and its subsidiaries have operated the radio and television    
stations and associated facilities for which Viacom or any of its subsidiaries  
holds licenses from the FCC, in each case which are owned or operated by Viacom 
and its subsidiaries (the "Viacom Licensed Facilities"), in material compliance 
with the terms of the Viacom Permits issued by the FCC to Viacom and its        
subsidiaries ("Viacom FCC Licenses"), and in material compliance with the       
Communications Act, and Viacom and its subsidiaries have timely filed or        

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made all applications, reports and other disclosures required by the FCC to be  
filed or made with respect to the Viacom Licensed Facilities and have timely    
paid all FCC regulatory fees with respect thereto, in each case except as would 
not have a Viacom Material Adverse Effect. As of the date hereof, to Viacom's   
knowledge, there is not now pending or threatened before the FCC any material   
investigation, proceeding, notice of violation, order of forfeiture or          
complaint against Viacom or any of its subsidiaries, relating to any of the     
Viacom Licensed Facilities or FCC regulated services conducted by CBS that, if  
adversely decided, would have a Viacom Material Adverse Effect.                 

 Section 4.07. SEC Filings; Financial Statements. (a) Viacom and Blockbuster
have filed all forms, reports and documents required to be filed by it with the 
SEC from December 31, 1996 to the date of this Agreement, including: (i) Annual 
Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy       
statements relating to Viacom's and Blockbuster's meetings of stockholders      
(whether annual or special) (the forms, reports and other documents referred to 
in clauses (i), (ii), (iii) and all other forms, reports and other registration 
statements filed by Viacom or Blockbuster with the SEC as of the date of this   
Agreement, including all amendments and supplements thereto filed with the SEC  
as of the date of this Agreement, above being referred to herein, collectively, 
as the "Viacom SEC Reports"). The Viacom SEC Reports, as well as all forms,     
reports and documents to be filed by Viacom or Blockbuster with the SEC after   
the date hereof and prior to the Effective Time, (i) were or will be prepared   
in accordance with the requirements of the Securities Act, and the Exchange     
Act, as the case may be, and the rules and regulations thereunder, (ii) did not 
at the time they were filed, or will not at the time they are filed, contain    
any untrue statement of a material fact or omit to state a material fact        
required to be stated therein or necessary in order to make the statements made 
therein, in the light of the circumstances under which they were made, not      
misleading, and (iii) did not at the time they were filed, or will not at the   
time they are filed, omit any documents required to be filed as exhibits        
thereto. No Viacom subsidiary, except Blockbuster, is subject to the periodic   
reporting requirements of the Exchange Act.                                     

(b) Each of the financial statements (including, in each case, any notes  
thereto) contained in the Viacom SEC Reports and each of the financial          
statements to be filed by Viacom or Blockbuster with the SEC after the date     
hereof and prior to the Effective Time was or will be prepared in accordance    
with United States generally accepted accounting principles applied on a        
consistent basis throughout the periods indicated (except as may be indicated   
in the notes thereto) and each fairly presented in all material respects or     
will fairly present in all material respects the consolidated financial         
position, results of operations and cash flows of Viacom and its subsidiaries   
as at the respective dates thereof and for the respective periods indicated     
therein in accordance with United States generally accepted accounting          
principles (subject, in the case of unaudited statements, to normal and         
recurring year-end adjustments which were not and are not expected to be        
material).                                                                      

 (c) Except as and to the extent set forth in the Viacom SEC Reports, Viacom
and its subsidiaries do not have any liability or obligation of any nature      
(whether accrued, absolute, contingent or otherwise) other than liabilities and 
obligations which, individually or in the aggregate, would not have a Viacom    
Material Adverse Effect.                                                        

(d) Viacom has heretofore furnished to CBS complete and correct copies of 
all material amendments and modifications that have not been filed by Viacom or 
Blockbuster with the SEC to all agreements, documents and other instruments     
that previously had been filed by Viacom or Blockbuster with the SEC and are    
currently in effect.                                                            

Section 4.08. Absence of Certain Changes or Events. (a) Since December 31,
1998, except as disclosed in any Viacom SEC Report or as contemplated by this   
Agreement, there has not been any change, event or circumstance which, when     
taken individually or together with all other changes, events or circumstances, 
has had or would have a Viacom Material Adverse Effect, and (b) since December  
31, 1998 to the date of this Agreement, except as disclosed in any Viacom SEC   
Reports (i) each of Viacom and its subsidiaries has conducted its businesses    
only in the ordinary course and in a manner consistent with past practice and   
(ii) there has not been (A) any material change by Viacom or any of its         
subsidiaries in its material accounting policies, practices and procedures, (B) 
any entry by Viacom or any of its subsidiaries into any                         

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commitment or transaction material to Viacom and its subsidiaries taken as a    
whole other than in the ordinary course of business consistent with past        
practice, (C) any declaration, setting aside or payment of any dividend or      
distribution in respect of any capital stock of Viacom or any of its            
subsidiaries (other than cash dividends payable by any wholly owned subsidiary  
to another subsidiary or Viacom), or (D) any increase in the compensation       
payable or to become payable to any corporate officers or heads of divisions of 
Viacom or any of its subsidiaries, except in the ordinary course of business    
consistent with past practice.                                                  

Section 4.09. Absence of Litigation. Except as disclosed in any Viacom SEC
Report, there is no claim, action, proceeding or investigation pending or, to   
the knowledge of Viacom, threatened against Viacom or any of its subsidiaries,  
or any property or asset of Viacom or any of its subsidiaries, before any       
court, arbitrator or Governmental Authority, in each case except as would not   
have a Viacom Material Adverse Effect. As of the date of this Agreement, none   
of Viacom, any of its subsidiaries nor any property or asset of Viacom or any   
of its subsidiaries is subject to any order, writ, judgment, injunction,        
decree, determination or award imposed by any court, arbitration or             
Governmental Authority, in each case except as would not have a Viacom Material 
Adverse Effect.                                                                 

Section 4.10. Employee Benefit Plans. (a) With respect to each employee   
benefit plan, program, arrangement and contract (including, without limitation, 
any "employee benefit plan", as defined in Section 3(3) of ERISA), maintained   
or contributed to by Viacom or any of its subsidiaries, or with respect to      
which Viacom or any of its subsidiaries could incur liability under Section     
4069 of ERISA, other than multiemployer plans within the meaning of Section     
3(37) of ERISA (the "Viacom Benefit Plans"), Viacom will provide to CBS within  
15 days of this Agreement a true and correct copy of (i) the most recent annual 
report (Form 5500) filed with the IRS, (ii) such Viacom Benefit Plan, (iii)     
each trust agreement relating to such Viacom Benefit Plan, (iv) the most recent 
summary plan description for each Viacom Benefit Plan for which a summary plan  
description is required, (v) the most recent actuarial report or valuation      
relating to a Viacom Benefit Plan subject to Title IV of ERISA, if any, and     
(vi) the most recent determination letter, if any, issued by the IRS with       
respect to any Viacom Benefit Plan qualified under Section 401(a) of the Code.  
Viacom will promptly following the date of this Agreement request a copy of     
each Viacom Benefit Plan that is a multiemployer plan within the meaning of     
Section 3(37) of ERISA from the trustees of such multiemployer plan and Viacom  
shall deliver such copy of the plan to CBS promptly upon its receipt thereof.   

(b) Each Viacom Benefit Plan has been administered in accordance with its 
terms, and in compliance with applicable laws, except as would not have a       
Viacom Material Adverse Effect. Viacom and its subsidiaries have performed all  
obligations required to be performed by them under, are not in any respect in   
default under or in violation of, and have no knowledge of any default or       
violation by any party to, any Viacom Benefit Plans, except as would not have a 
Viacom Material Adverse Effect. With respect to the Viacom Benefit Plans, no    
event has occurred and, to the knowledge of Viacom, there exists no condition   
or set of circumstances, in connection with which Viacom or any of its          
subsidiaries is reasonably likely to be subject to any liability under the      
terms of such Viacom Benefit Plans, ERISA, the Code or any other applicable Law 
except as would not have a Viacom Material Adverse Effect. Neither Viacom nor   
any of its subsidiaries has any actual or contingent liability under Title IV   
of ERISA (other than the payment of premiums to the Pension Benefit Guaranty    
Corporation) except as would not have a Viacom Material Adverse Effect. Neither 
Viacom nor any of its subsidiaries has any actual or contingent liability under 
Title IV of ERISA (other than the payment of premiums to the Pension Benefit    
Guaranty Corporation), including, without limitation, any liability in          
connection with (i) the termination or reorganization of any employee benefit   
plan subject to Title IV of ERISA or (ii) the withdrawal from any multiemployer 
plan or multiple employer plan, and no fact or event exists which is reasonably 
likely to give rise to any such liability, except as would not, individually or 
in the aggregate, have a Viacom Material Adverse Effect.                        

  (c) Viacom has made available to CBS (i) copies of all employment agreements
with the top five most highly compensated executive officers of Viacom or any   
of its subsidiaries; (ii) copies of all material severance agreements, programs 
and policies of Viacom or any of its subsidiaries with or relating to its or    
its subsidiaries' employees; and (iii) copies of all material plans, programs,  
agreements and other arrangements of Viacom or                                  

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any of its subsidiaries with or relating to its or its subsidiaries' employees  
which contain change in control provisions. Neither the execution and delivery  
of this Agreement nor the consummation of the transactions contemplated hereby  
will (i) result in any payment (including, without limitation, severance,       
unemployment compensation, "golden parachute" or otherwise) becoming due to any 
director, officer or employee of Viacom or any of its subsidiaries from Viacom  
or any of its affiliates under any Viacom Benefit Plan or otherwise, which      
payment is material in relation to the compensation previously provided to such 
individual (other than payments resulting from a change in responsibilities or  
reporting obligations of individual employees), (ii) materially increase any    
benefits otherwise payable under any Viacom Benefit Plan, which increase is     
material in relation to the benefits previously provided or (iii) result in any 
acceleration of the time of payment or vesting of any material benefits.        

 (d) Each Viacom Benefit Plan that is intended to be qualified under Section
401(a) of the Code or Section 401(k) of the Code has timely received a          
favorable determination letter from the IRS covering all of the provisions      
applicable to the Plan for which determination letters are currently available  
that the Viacom Benefit Plan is so qualified and each trust established in      
connection with any Viacom Benefit Plan which is intended to be exempt from     
federal income taxation under Section 501(a) of the Code has received a         
determination letter from the IRS that it is so exempt, and no fact or event    
has occurred since the date of such determination letter or letters from the    
IRS which is reasonably likely to adversely affect the qualified status of any  
such Viacom Benefit Plan or the exempt status of any such trust.                

Section 4.11. Labor Matters. There is no labor dispute, strike or work    
stoppage against Viacom or any of its subsidiaries pending or, to the knowledge 
of Viacom, threatened which would reasonably be expected to interfere with the  
respective business activities of Viacom or any of its subsidiaries, except for 
such disputes, strikes or work stoppages which would not have a Viacom Material 
Adverse Effect. There is no charge or complaint against Viacom or any of its    
subsidiaries by the National Labor Relations Board or any comparable state      
agency pending or threatened in writing, except for such charges or complaints  
(or related unfair labor practices) which would not have a Viacom Material      
Adverse Effect.                                                                 

  Section 4.12. Environmental Matters. Except as would not, individually or in
the aggregate, have a Viacom Material Adverse Effect:                           

 (a) Viacom and its subsidiaries (i) are in compliance with all, and are
not subject to any asserted liability or, to Viacom's knowledge, any        
liability (including liability with respect to current or former            
subsidiaries or operations), in each case with respect to any,              
Environmental Laws (as defined below), (ii) hold or have applied for all    
Environmental Permits (as defined below) and (iii) are in compliance with   
their respective Environmental Permits;                                     

(b) neither Viacom nor any Viacom subsidiary has received any written 
notice, demand, letter, claim or request for information alleging that      
Viacom or any of its subsidiaries is or may be in violation of, or liable   
under, any Environmental Law;                                               

(c) neither Viacom nor any of its subsidiaries (i) has entered into or
agreed to any consent decree or order or is subject to any judgment, decree 
or judicial order relating to compliance with Environmental Laws,           
Environmental Permits or the investigation, sampling, monitoring,           
treatment, remediation, removal or cleanup of Hazardous Materials (as       
defined below) and, to the knowledge of Viacom, no investigation,           
litigation or other proceeding is pending or threatened in writing with     
respect thereto, or (ii) is an indemnitor in connection with any threatened 
or asserted claim by any third-party indemnitee for any liability under any 
Environmental Law or relating to any Hazardous Materials; and               

(d) none of the real property owned or leased by Viacom or any of its 
subsidiaries is listed or, to the knowledge of Viacom, proposed for listing 
on the "National Priorities List" under CERCLA, as updated through the date 
hereof, or any similar state or foreign list of sites requiring             
investigation or cleanup.                                                   

  Section 4.13. Trademarks, Patents and Copyrights. Except as would not have a
Viacom Material Adverse Effect, Viacom and its subsidiaries own, or possess     
adequate licenses or other valid rights to use, all                             

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material patents, patent rights, trademarks, trademark rights, trade names,     
trade name rights, copyrights, service marks, service mark rights, trade        
secrets, applications to register, and registrations for, the foregoing         
trademarks, service marks, know-how and other proprietary rights and            
information used in connection with the business of Viacom and its subsidiaries 
as currently conducted, and no assertion or claim has been made in writing      
challenging the validity of any of the foregoing which would have a Viacom      
Material Adverse Effect. To the knowledge of Viacom, the conduct of the         
business of Viacom and its subsidiaries as currently conducted does not         
conflict in any way with any patent, patent right, license, trademark,          
trademark right, trade name, trade name right, service mark or copyright of any 
third party, except for such conflicts which would not have a Viacom Material   
Adverse Effect.                                                                 

Section 4.14. Taxes. Except as would not have a Viacom Material Adverse   
Effect, (a) each of Viacom and each of its subsidiaries has timely filed all    
federal, state, local and foreign tax returns and reports (including            
extensions) required to be filed by it and has paid and discharged all Taxes    
shown as due thereon and has paid all of such other Taxes as are due, other     
than such payments as are being contested in good faith by appropriate          
proceedings, (b) neither the IRS nor any other taxing authority or agency,      
domestic or foreign, is now asserting or, to the knowledge of Viacom after due  
inquiry, threatening to assert against Viacom or any of its subsidiaries any    
deficiency or claim for Taxes, (c) no waiver of any statute of limitations with 
respect to, or any extension of a period for the assessment of, any Tax has     
been granted by Viacom or any of its subsidiaries, (d) the accruals and         
reserves for Taxes reflected in the Viacom balance sheet included in its Annual 
Report on Form 10-K for fiscal year 1998 and the most recent quarterly          
financial statements are adequate to cover all Taxes accruable through the date 
thereof in accordance with United States generally accepted accounting          
principles, (e) no election under Section 341(f) of the Code has been made by   
Viacom or any of its subsidiaries, (f) Viacom and each of its subsidiaries has  
withheld or collected and paid over to the appropriate governmental authorities 
or is properly holding for such payment all Taxes required by law to be         
withheld or collected, (g) there are no liens for Taxes upon the assets of      
Viacom or any of its subsidiaries, other than liens for Taxes that are being    
contested in good faith by appropriate proceedings and (h) Viacom has not       
constituted a "distributing corporation" (within the meaning of Section         
355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free    
treatment under Section 355 of the Code in the two years prior to the date of   
this Agreement.                                                                 

  Section 4.15. Tax Matters. None of Viacom or any of its affiliates has taken
or agreed to take any action that would prevent the Merger from constituting a  
transaction qualifying under Section 368(a) of the Code. None of Viacom or any  
of its affiliates or agents is aware of any agreement, plan or other            
circumstance that would prevent the Parent Merger, or, if the Tax Event occurs, 
the LLC Merger from qualifying under Section 368(a) of the Code, that could     
prevent them from providing representations required in Sections 7.02(c) or     
7.03(c), or that could prevent the opinions described in such Sections from     
being given and to the knowledge of Viacom, the Parent Merger, or, if the Tax   
Event occurs, the LLC Merger will so qualify.                                   

Section 4.16. Year 2000 Compliance. (a) Viacom has adopted a plan that it 
believes will cause Viacom Systems (as defined below) to be Viacom Year 2000    
Compliant (as defined below) (such plan, as it may be amended, modified or      
supplemented from time to time being, the "Viacom Year 2000 Plan") in all       
material respects. Viacom has taken, and between the date of this Agreement and 
the Effective Time will continue to take, all reasonable steps to implement the 
Viacom Year 2000 Plan with respect to the Viacom Systems. Notwithstanding       
anything in this Section 4.16 to the contrary, Viacom does not represent or     
warrant that Viacom Systems (or any other operations, systems, equipment or     
software of Viacom or its subsidiaries or any of their respective affiliates)   
are or will be Viacom Year 2000 Compliant at or prior to the Effective Time,    
regardless of whether the Viacom Year 2000 Plan has or has not been implemented 
or complied with.                                                               

(b) For purposes of this Section 4.16, (i) "Viacom Systems" shall mean all
computer, hardware, software, systems, and equipment (including embedded        
microcontrollers in non-computer equipment) embedded within or required to      
operate the current products of Viacom and its subsidiaries, and/or material to 
or necessary for Viacom and its subsidiaries to carry on their respective       
businesses as currently conducted; and (ii) "Viacom Year 2000 Compliant" means  
that Viacom Systems will (A) manage, accept, process, store and output data     

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involving dates reasonably expected to be encountered in the foreseeable future 
and (B) accurately process date data from, into and between the 20th and 21st   
centuries and each date during the years 1999 and 2000.                         

  Section 4.17. Opinion of Financial Advisors. Viacom has received the written
opinion of Morgan Stanley Dean Witter & Co. (the "Viacom Financial Advisor") on 
or prior to the date of this Agreement, to the effect that, as of the date of   
such opinion, the Exchange Ratio is fair to the stockholders of Viacom, from a  
financial point of view, and Viacom will deliver a copy of such opinion to CBS  
promptly after the date of this Agreement.                                      

Section 4.18. Vote Required. The affirmative vote of the holders of a     
majority of the outstanding Viacom Class A Common Stock is the only vote of the 
holders of any class or series of capital stock of Viacom necessary to approve  
the transactions contemplated by this Agreement.                                

Section 4.19. Section 203 of Delaware Corporation Law. The Board of       
Directors of Viacom has approved this Agreement and such Viacom approval is     
sufficient to render inapplicable to this Agreement, the Parent Voting          
Agreements and the transactions contemplated hereby and thereby the provisions  
of Section 203 of Delaware Corporation Law.                                     

Section 4.20. Brokers. No broker, finder or investment banker (other than 
the Viacom Financial Advisor) is entitled to any brokerage, finder's or other   
fee or commission in connection with the Merger based upon arrangements made by 
or on behalf of Viacom.                                                         

Section 4.21. Operations of Viacom/CBS LLC. All of the issued and         
outstanding membership interest in Viacom/CBS LLC is owned by Viacom.           
Viacom/CBS LLC was formed under Delaware LLC Law on November 4, 1999 solely for 
the purpose of engaging in the transactions contemplated by this Agreement, has 
engaged in no other business activities and has conducted its operations only   
as contemplated by this Agreement. No election has been made to classify        
Viacom/CBS LLC as a corporation for United States Federal income tax purposes   
pursuant to Treas. Reg. Section 301.7701-3.                                     

ARTICLE V 

Conduct of Business Pending the Merger

Section 5.01. Conduct of Business by CBS Pending the Merger. CBS covenants
and agrees that, between the date of this Agreement and the Effective Time,     
except (w) as contemplated by this Agreement or as set forth in Section 5.01 of 
the CBS Disclosure Schedule, (x) as Viacom shall otherwise agree in advance in  
writing, which agreement shall not be unreasonably withheld or delayed, (y) for 
actions taken in connection with the consummation of the acquisitions of King   
World, Outdoor Systems, Inc. and of the subsidiaries of Gaylord that own KTVT,  
Dallas, Texas (the "Pending Transactions") on substantially the same terms that 
have heretofore been agreed between such parties or on such other terms and     
conditions which would not be reasonably likely to have an impact that is both  
material and detrimental to CBS and its subsidiaries, taken as a whole, unless  
Viacom shall have consented thereto, such consent not to be unreasonably        
withheld or delayed, provided that CBS may not amend or otherwise modify the    
terms of the CBS Series B Preferred Stock to be received by Gaylord pursuant to 
the Gaylord Agreement, without the written consent of Viacom, and (z) for the   
exercise of options, warrants and similar securities which would otherwise      
expire prior to the Effective Time, or the exercise of any put rights, call     
rights, rights of first refusal and other similar rights, in each case under    
agreements in existence on the date of this Agreement and otherwise in          
accordance with the terms of this Agreement, the business of CBS and its        
subsidiaries shall be conducted only in, and CBS and its subsidiaries shall not 
take any action except in, the ordinary course of business and in a manner      
consistent with past practice; and CBS and its subsidiaries shall use their     
reasonable best efforts to preserve substantially intact CBS's business         
organization, to keep available the services of the current officers, employees 
and consultants of CBS and its subsidiaries (provided that the foregoing        
covenant to use reasonable best efforts shall not require CBS to offer          
retention bonuses to such individuals) and to preserve the current              
relationships of CBS and its                                                    

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subsidiaries with customers, distributors, dealers, suppliers and other persons 
with which CBS and its subsidiaries have significant business relations. By way 
of amplification and not limitation, between the date of this Agreement and the 
Effective Time, CBS will not do, and will not permit any of its subsidiaries to 
do, directly or indirectly, any of the following except in compliance with the  
exceptions listed above:                                                        

(a) amend or otherwise change the Articles of Incorporation or By-laws
of CBS or any CBS subsidiary other than Infinity if such amendment or       
change would have a CBS Material Adverse Effect;                            

(b) issue, sell, pledge, dispose of, grant, encumber, or authorize the
issuance, sale, pledge, disposition, grant or encumbrance of, (i) any       
shares of its or its subsidiaries' capital stock, or any options, warrants, 
convertible securities or other rights of any kind to acquire any shares of 
its or its subsidiaries' capital stock or any other ownership interest      
(including any phantom interest), of CBS or any of its subsidiaries (except 
(A) for the issuance of Shares issuable pursuant to CBS Options or shares   
of Infinity common stock pursuant to Infinity stock options outstanding on  
the date hereof, (B) for the issuance of options, and other stock grants of 
CBS or Shares which (other than as permitted under any severance            
arrangement established by CBS in accordance with Section 6.16 hereof or    
with respect to 1,200,000 options to be issued to two senior executives of  
King World upon its acquisition by CBS) do not provide for accelerated      
vesting in connection with the Merger and the other transactions            
contemplated by this Agreement, (x) to purchase a maximum of 5,000,000      
Shares, (y) to purchase a maximum of 17,200,000 Shares as set forth in      
Section 5.01 of the CBS Disclosure Schedule and (z) to purchase a maximum   
of 12,500,000 shares of Infinity common stock as set forth in Section 5.01  
of the CBS Disclosure Schedule, in each case in the ordinary course of      
business consistent with past practice and allocated to persons who are     
officers, employees, directors, independent contractors and production      
company writers and talent of CBS or Infinity, as applicable, or any of     
their respective subsidiaries (including past practice of any such          
subsidiary before its acquisition by CBS) and (C) the issuance of shares of 
CBS and Infinity stock in connection with the Pending Transactions          
(including the issuance of shares of CBS Series B Preferred Stock and the   
issuance of shares of CBS Common Stock upon conversion of CBS Series B      
Preferred Stock in accordance with its terms and the terms and conditions   
of the Gaylord Agreement and other agreements and documents executed in     
connection therewith), or (ii) any assets material to CBS and its           
subsidiaries, taken as a whole, except for sales in the ordinary course of  
business and in a manner consistent with past practice;                     

 (c) declare, set aside, make or pay any dividend or other distribution,
payable in cash, stock, property or otherwise, with respect to any of its   
or its subsidiaries' capital stock other than cash dividends payable by any 
wholly owned CBS subsidiary to another CBS subsidiary or CBS and other than 
dividends made or paid by Infinity, so long as the aggregate amount of such 
dividends paid by Infinity shall not exceed $500,000,000;                   

(d) reclassify, combine, split, subdivide or redeem, purchase or      
otherwise acquire, directly or indirectly, any of its or its subsidiaries'  
capital stock;                                                              

(e) (i) except in connection with the Pending Transactions and in     
connection with acquisitions which individually do not exceed $200,000,000  
and in the aggregate do not exceed $1,000,000,000 (A) acquire (including by 
merger, consolidation, or acquisition of stock or assets), or otherwise     
make any investment in, any corporation, partnership, limited liability     
company, other business organization or any division thereof, or any        
material amount of assets; or (B) incur any indebtedness for borrowed       
money, issue any debt securities, assume, guarantee or endorse, or          
otherwise as an accommodation become responsible for, the obligations of    
any person, agree to amend or otherwise modify in any manner any agreement  
or instrument pursuant to which CBS has incurred indebtedness, or make any  
loans or advances, except in the ordinary course of business and consistent 
with past practice, except the refinancing of existing indebtedness,        
borrowings under commercial paper programs in the ordinary course of        
business or borrowings under existing bank lines of credit in the ordinary  
course of business, (ii) enter into any material contract, agreement or     
transaction, other than (X) in the ordinary course of business, and (Y)     
which would not be reasonably likely to prevent or materially delay the     
consummation of the Merger,                                                 

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(iii) authorize any capital expenditures which are, in the aggregate, in    
excess of the amounts currently budgeted for the fiscal year 1999           
(including the applicable 1999 capital expenditures of the companies        
subject to the Pending Transactions) and, with respect to fiscal year 2000, 
10% in excess of such amount, in each case for CBS and its subsidiaries     
taken as a whole or (iv) enter into or amend any contract, agreement,       
commitment or arrangement which would require CBS to take any action        
prohibited by this subsection (e) and will, or will cause Infinity to, not  
amend in any material respect, or waive any material right or condition     
under or relating to the definitive agreements relating to the Pending      
Transactions, in each case except for any such amendment or waiver the      
impact of which would not be reasonably likely to be both material and      
detrimental to CBS and its subsidiaries, taken as a whole;                  

 (f) except as permitted by Section 6.16 of this Agreement, (i) increase
the compensation payable or to become payable to its executive officers or  
employees, except as required by Law or by the terms of any collective      
bargaining agreement or other agreement currently in effect between CBS or  
any subsidiary of CBS and any executive officer or employee thereof and     
except for increases in the ordinary course of business in accordance with  
past practices, (ii) grant any severance or termination pay to, or enter    
into, extend or amend any employment or severance agreement with, any       
director or executive officer of CBS or any of its subsidiaries, except     
that CBS and any CBS subsidiary shall be permitted to grant any severance   
or termination pay and to enter into, extend or amend any employment or     
severance agreement in the ordinary course of business in accordance with   
past practice with any current or new employee of CBS or any CBS            
subsidiary, other than any director or executive officer of CBS, so long as 
the amount of any retention bonus that is provided for in any such          
agreement shall be applied toward the limitations on retention bonuses      
applicable to CBS pursuant to Section 6.16 of this Agreement or (iii)       
except as otherwise permitted by this Section 5.01(f), establish, adopt,    
enter into or amend in any material respect or take action to accelerate    
any rights or benefits under any collective bargaining, bonus, profit       
sharing, thrift, compensation, stock option, restricted stock, pension,     
retirement, deferred compensation, employment, termination, severance or    
other plan, agreement, trust, fund, policy or arrangement for the benefit   
of any director, executive officer or employee;                             

(g) change in any material respect (except as required by the SEC or  
changes in United States generally accepted accounting principles which     
become effective after the date of this Agreement) any accounting policies, 
practices or procedures;                                                    

 (h) make any tax election that, individually or in the aggregate, would
have a CBS Material Adverse Effect or settle or compromise any material Tax 
liability; or                                                               

(i) enter into any contract, agreement, lease, license, permit,       
franchise or other instrument or obligation which if in existence and known 
to CBS prior to the date of this Agreement would have resulted in a breach  
of Section 3.05, except to the extent the conflict, violation, breach,      
default or occurrence of the type referred to therein giving rise to such   
breach would not have a CBS Material Adverse Effect;                        

provided that Infinity shall not be prohibited from taking any action under     
this Section 5.01 which the Board of Directors of Infinity determines is        
required to be taken in the exercise of the Board's fiduciary duties to the     
stockholders of Infinity (other than CBS).                                      

Section 5.02. Conduct of Business by Viacom Pending the Merger. Viacom    
covenants and agrees that, between the date of this Agreement and the Effective 
Time, except (w) as contemplated by this Agreement or as set forth in Schedule  
5.02 of the Viacom Disclosure Schedule, (x) as CBS shall otherwise agree in     
advance in writing, which agreement shall not be unreasonably withheld or       
delayed, (y) for the exercise of options, warrants and similar securities which 
would otherwise expire prior to the Effective Time, or the exercise of any put  
rights, call rights, rights of first refusal and other similar rights, in each  
case under agreements in existence on the date of this Agreement and otherwise  
in accordance with the terms of this Agreement and (z) an exchange offer of     
Blockbuster shares owned by Viacom for shares of Viacom Class B Common Stock    
owned by the stockholders of Viacom (the "Split-off") in accordance with the    
procedures set forth in Section 5.02 of                                         

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the Viacom Disclosure Schedule, the business of Viacom and its subsidiaries     
shall be conducted only in, and Viacom and its subsidiaries shall not take any  
action except in, the ordinary course of business and in a manner consistent    
with past practice; and Viacom and its subsidiaries shall use their reasonable  
best efforts to preserve substantially intact Viacom's business organization,   
to keep available the services of the current officers, employees and           
consultants of Viacom and its subsidiaries (provided that the foregoing         
covenant to use reasonable best efforts shall not require Viacom to offer       
retention bonuses to such individuals) and to preserve the current              
relationships of Viacom and its subsidiaries with customers, distributors,      
suppliers and other persons with which Viacom and its subsidiaries have         
significant business relations. By way of amplification and not limitation,     
between the date of this Agreement and the Effective Time, Viacom will not do,  
and will not permit any of its subsidiaries to do, directly or indirectly, any  
of the following, except in compliance with the exceptions listed above:        

(a) amend or otherwise change the Certificate of Incorporation or By- 
laws of Viacom or Blockbuster or any other Viacom subsidiary or the         
Certificate of Formation or Limited Liability Company Agreement of          
Viacom/CBS LLC, if such amendment or change would have a Viacom Material    
Adverse Effect;                                                             

(b) issue, sell, pledge, dispose of, grant, encumber, or authorize the
issuance, sale, pledge, disposition, grant or encumbrance of, (i) any       
shares of its or its subsidiaries' capital stock, or any options, warrants, 
convertible securities or other rights of any kind to acquire any shares of 
its or its subsidiaries' capital stock or any other ownership interest      
(including any phantom interest), of Viacom or any of its subsidiaries      
(except (A) for the issuance of Shares issuable pursuant to Viacom Options  
outstanding on the date hereof and (B) for the issuance of options, which   
do not provide for accelerated vesting or other consequences in connection  
with the Merger and the other transactions contemplated by this Agreement,  
to purchase a maximum of 6,000,000 shares of Viacom Class B Common Stock in 
the ordinary course of business consistent with past practice and allocated 
to persons who are officers, employees, directors, independent contractors  
and production company writers and talent of Viacom or any of its           
subsidiaries on a basis substantially consistent with past practice), or    
(ii) any assets material to Viacom and its subsidiaries, taken as a whole,  
except for sales in the ordinary course of business and in a manner         
consistent with past practice;                                              

 (c) declare, set aside, make or pay any dividend or other distribution,
payable in cash, stock, property or otherwise, with respect to any of its   
or its subsidiaries' capital stock other than cash dividends payable by any 
wholly owned Viacom subsidiary to another Viacom subsidiary or Viacom,      
other than dividends made or paid by Blockbuster, so long as the aggregate  
amount of such dividends paid by Blockbuster shall not exceed $50,000,000;  

(d) reclassify, combine, split, subdivide or redeem, purchase or      
otherwise acquire, directly or indirectly, any of its or its subsidiaries'  
capital stock;                                                              

  (e) (i) except in connection with acquisitions which individually do not
exceed $200,000,000 and in the aggregate do not exceed $1,000,000,000 (A)   
acquire (including by merger, consolidation, or acquisition of stock or     
assets), or otherwise make any investment in, any corporation, partnership, 
limited liability company, other business organization or any division      
thereof, or any material amount of assets; or (B) incur any indebtedness    
for borrowed money, issue any debt securities, assume, guarantee or         
endorse, or otherwise as an accommodation become responsible for, the       
obligations of any person, agree to amend or otherwise modify in any manner 
any agreement or instrument pursuant to which Viacom has incurred           
indebtedness, or make any loans or advances, except in the ordinary course  
of business and consistent with past practice, except the refinancing of    
existing indebtedness, borrowings under commercial paper programs in the    
ordinary course of business or borrowings under existing bank lines of      
credit in the ordinary course of business, (ii) enter into any contract,    
agreement or transaction, other than (X) in the ordinary course of          
business, consistent with past practice and (Y) which would not be          
reasonably likely to prevent or materially delay the consummation of the    
Merger, (iii) authorize any capital expenditures which are, in the          
aggregate, in excess of the amount currently budgeted therefor (and         
previously disclosed to CBS) for the fiscal year ending December 31, 1999,  
and, with respect to fiscal year December 31, 2000,                         

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10% in excess of such amount, in each case for Viacom and its subsidiaries  
taken as a whole or (iv) enter into or amend any contract, agreement,       
commitment or arrangement which would require Viacom to take any action     
prohibited by this subsection (e);                                          

 (f) except as permitted by Section 6.16 of this Agreement, (i) increase
the compensation payable or to become payable to its executive officers or  
employees, except as required by Law or by the terms of any collective      
bargaining agreement or other agreement currently in effect between Viacom  
or any subsidiary of Viacom and any executive officer or employee thereof   
and except for increases in the ordinary course of business in accordance   
with past practices, (ii) grant any severance or termination pay to, or     
enter into, extend or amend any employment or severance agreement with, any 
director or executive officer of Viacom or any of its subsidiaries, except  
that Viacom and any Viacom subsidiary shall be permitted to grant any       
severance or termination pay and to enter into, extend or amend any         
employment or severance agreement in the ordinary course of business in     
accordance with past practice with any current or new employee of Viacom or 
any Viacom subsidiary, other than any director or executive officer of      
Viacom, so long as the amount of any retention bonus that is provided for   
in any such agreement shall be applied toward the limitations on retention  
bonuses applicable to Viacom pursuant to Section 6.16 of this Agreement or  
(iii) except as otherwise permitted pursuant to this Section 5.02(f),       
establish, adopt, enter into or amend in any material respect or take       
action to accelerate any rights or benefits under any collective            
bargaining, bonus, profit sharing, thrift, compensation, stock option,      
restricted stock, pension, retirement, deferred compensation, employment,   
termination, severance or other plan, agreement, trust, fund, policy or     
arrangement for the benefit of any director, executive officer or employee; 

(g) change in any material respect (except as required by the SEC or  
changes in United States generally accepted accounting principles which     
become effective after the date of this Agreement) any accounting policies, 
practices or procedures;                                                    

 (h) make any tax election that, individually or in the aggregate, would
have a Viacom Material Adverse Effect or settle or compromise any material  
Tax liability; or                                                           

(i) enter into any contract, agreement, lease, license, permit,       
franchise or other instrument or obligation which if in existence and known 
to Viacom prior to the date of this Agreement would have resulted in a      
breach of Section 4.05, except to the extent the conflict, violation,       
breach, default or occurrence of the type referred to therein giving rise   
to such breach would not have a Viacom Material Adverse Effect;             

provided that Blockbuster shall not be prohibited from taking any action under  
this Section 5.02 which the Board of Directors of Blockbuster determines is     
required to be taken in the exercise of the Board's fiduciary duties to the     
stockholders of Blockbuster (other than Viacom).                                

Section 5.03. Other Actions. Except as required by Law, CBS, Viacom and   
Viacom/CBS LLC shall not, and shall not permit any of their respective          
subsidiaries to, take any action that would, or that is reasonably likely to,   
result in any of the conditions to the Merger set forth in Article VII not      
being satisfied.                                                                

ARTICLE VI

Additional Agreements 

  Section 6.01. Registration Statement; Joint Proxy Statement. (a) As promptly
as practicable after the date of this Agreement, (i) Viacom and CBS shall       
cooperate in preparing and each shall cause to be filed with the SEC a joint    
proxy statement (together with any amendments thereof or supplements thereto,   
the "Proxy Statement") relating to the meetings of Viacom's and CBS's           
stockholders to be held to consider approval and adoption of this Agreement and 
the other Viacom Proposals and (ii) Viacom shall prepare and file with the SEC  
a registration statement on Form S-4 (together with all amendments thereto, the 
"RegistrationStatement'') in which the Proxy Statement shall be included as a   
prospectus, in connection with the registration                                 

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under the Securities Act of the shares of Viacom Class B Common Stock           
(including such shares of Viacom Class B Common Stock into which the Viacom     
Series C Preferred Stock is convertible) and the shares of Viacom Series C      
Preferred Stock to be issued to the shareholders of CBS pursuant to the Merger. 
Each of Viacom and CBS shall use its reasonable best efforts to cause the       
Registration Statement to become effective as promptly as practicable, and,     
prior to the effective date of the Registration Statement, Viacom shall use     
reasonable best efforts to take all or any action required under any applicable 
federal or state securities Laws in connection with the issuance of shares of   
Viacom Class B Common Stock (including such shares of Viacom Class B Common     
Stock into which the Viacom Series C Preferred Stock is convertible) and the    
shares of Viacom Series C Preferred Stock pursuant to the Merger. Each of       
Viacom and CBS shall furnish all information concerning it as may reasonably be 
requested by such other party in connection with such actions and the           
preparation of the Registration Statement and Proxy Statement. As promptly as   
practicable after the Registration Statement shall have become effective, each  
of Viacom and CBS shall mail the Proxy Statement to its stockholders and to its 
shareholders, respectively. Each of Viacom and CBS shall also promptly file,    
use reasonable best efforts to cause to become effective as promptly as         
practicable and, if required, mail to its stockholders and shareholders,        
respectively, any amendment to the Registration Statement or Proxy Statement    
which may become necessary after the date the Registration Statement is         
declared effective.                                                             

  (b) (i) The Proxy Statement shall include the recommendation of the Board of
Directors of Viacom to the stockholders of Viacom in favor of approval of the   
Viacom Proposals; provided, however, that the Board of Directors of Viacom may  
take or disclose to its stockholders a position contemplated by Rule 14e-2(a)   
promulgated under the Exchange Act or make any disclosure required under        
applicable Law and may, prior to the date of its Stockholders' Meeting,         
withdraw, modify, or change any such recommendation to the extent that the      
Board of Directors of Viacom determines in good faith that such withdrawal,     
modification or change is required in order to comply with its fiduciary duties 
to Viacom's stockholders under applicable Law after receiving advice from       
independent legal counsel (who may be Viacom's regularly engaged outside legal  
counsel).                                                                       

(ii) The Proxy Statement shall include the recommendation of the Board of 
Directors of CBS to the shareholders of CBS in favor of adoption of this        
Agreement; provided, however, that the Board of Directors of CBS may take or    
disclose to its shareholders a position contemplated by Rule 14e-2(a)           
promulgated under the Exchange Act or make any disclosure required under        
applicable Law and may, prior to the date of its Stockholders' Meeting,         
withdraw, modify, or change any such recommendation to the extent that the      
Board of Directors of CBS determines in good faith that such withdrawal,        
modification or change is required in order to comply with its fiduciary duties 
under applicable Law after receiving advice from independent legal counsel (who 
may be CBS's regularly engaged outside legal counsel).                          

(c) Notwithstanding any withdrawal, modification or change in any approval
or recommendation of the Board of Directors of CBS or Viacom, as the case may   
be, each of CBS and Viacom agree to hold their respective Stockholders' Meeting 
in accordance with the time period specified in Section 6.02.                   

(d) No amendment or supplement to the Proxy Statement or the Registration 
Statement will be made by Viacom or CBS without the approval of such other      
party, which shall not be unreasonably withheld or delayed. Each of Viacom and  
CBS will advise the other, promptly after it receives notice thereof, of the    
time when the Registration Statement has become effective or any supplement or  
amendment has been filed, the issuance of any stop order, the suspension of the 
qualification of the Viacom Class B Common Stock or the Viacom Series C         
Preferred Stock issuable in connection with the Merger for offering or sale in  
any jurisdiction, or any request by the SEC for amendment of the Proxy          
Statement or the Registration Statement or comments thereon and responses       
thereto or requests by the SEC for additional information.                      

(e) The information supplied by CBS for inclusion in the Registration     
Statement and the Proxy Statement (including by incorporation by reference)     
shall not, at (i) the time the Registration Statement is declared effective,    
(ii) the time the Proxy Statement (or any amendment thereof or supplement       
thereto) is first mailed to the stockholders and shareholders of Viacom and     
CBS, respectively, (iii) the time of each of the Stockholders'                  

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Meetings (as hereinafter defined), and (iv) the Effective Time, contain any     
untrue statement of a material fact or omit to state any material fact required 
to be stated therein or necessary in order to make the statements therein not   
misleading. If at any time prior to the Effective Time any event or             
circumstance relating to CBS or any of its subsidiaries, or their respective    
officers or directors, should be discovered by CBS which, pursuant to the       
Securities Act or Exchange Act, should be set forth in an amendment or a        
supplement to the Registration Statement or Proxy Statement, CBS shall promptly 
inform Viacom. All documents that CBS is responsible for filing with the SEC in 
connection with the Merger will comply as to form in all material respects with 
the applicable requirements of the Securities Act and the Exchange Act.         

(f) The information supplied by Viacom for inclusion in the Registration  
Statement and the Proxy Statement (including by incorporation by reference)     
shall not, at (i) the time the Registration Statement is declared effective,    
(ii) the time the Proxy Statement (or any amendment thereof or supplement       
thereto) is first mailed to the stockholders of Viacom and the shareholders of  
CBS, (iii) the time of each of the Stockholders' Meetings, and (iv) the         
Effective Time, contain any untrue statement of a material fact or omit to      
state any material fact required to be stated therein or necessary in order to  
make the statements therein not misleading. If at any time prior to the         
Effective Time any event or circumstance relating to Viacom or any of its       
subsidiaries, or their respective officers or directors, should be discovered   
by Viacom which, pursuant to the Securities Act or Exchange Act, should be set  
forth in an amendment or a supplement to the Registration Statement or Proxy    
Statement, Viacom shall promptly inform CBS. All documents that Viacom is       
responsible for filing with the SEC in connection with the Merger will comply   
as to form in all material respects with the applicable requirements of the     
Securities Act and the Exchange Act.                                            

(g) Viacom and CBS each hereby (i) consents to the use of its name and, on
behalf of its subsidiaries and affiliates, the names of such subsidiaries and   
affiliates and to the inclusion of financial statements and business            
information relating to such party and its subsidiaries and affiliates (in each 
case, to the extent required by applicable securities laws) in any registration 
statement or proxy statement prepared by Viacom, CBS or any person or entity    
with which Viacom or CBS, consistent with their obligations under this          
Agreement, has entered into, or may prior to the Effective Time enter into, a   
definitive acquisition agreement, (ii) agrees to use its reasonable best        
efforts to obtain the written consent of any person or entity retained by it    
which may be required to be named (as an expert or otherwise) in such           
registration statement or proxy statement; provided that such party shall not   
be required to make any material payment to such person or entity in connection 
with such party's efforts to obtain any such consent, and (iii) agrees to       
cooperate, and agrees to use its reasonable best efforts to cause its           
subsidiaries and affiliates to cooperate, with any legal counsel, investment    
banker, accountant or other agent or representative retained by any of the      
parties specified in clause (i) in connection with the preparation of any and   
all information required, as determined after consultation with each party's    
counsel, to be disclosed by applicable securities laws in any such registration 
statement or proxy statement.                                                   

(h) CBS and Viacom will use their best efforts to complete the pro forma  
financial statements with respect to the Merger, in a form suitable for filing  
in connection with a registration statement under the Securities Act, as soon   
as possible, and in any event within 10 days after the execution of this        
Agreement.                                                                      

  (i) CBS shall consult with Viacom, and provide Viacom reasonable opportunity
to review and comment on, and CBS and Viacom will use their respective          
reasonable best efforts to agree on, CBS's and Infinity's accounting for the    
Pending Transactions.                                                           

 Section 6.02. Stockholders' Meetings. (a) Each of Viacom and CBS shall call
and hold a meeting of its stockholders or shareholders, respectively            
(collectively, the "Stockholders' Meetings"), as promptly as practicable for    
the purpose of voting upon, in the case of Viacom, the Viacom Proposals, and,   
in the case of CBS, the adoption of this Agreement, and CBS and Viacom shall    
hold the Stockholders' Meeting as soon as practicable after the date on which   
the Registration Statement becomes effective and will use reasonable best       
efforts to hold the Stockholders' Meetings on the same day. Each of Viacom and  
CBS shall use its reasonable best efforts to solicit from its stockholders      
proxies in favor of the adoption of this Agreement, in the case of CBS, and the 
Viacom Proposals, in the case of Viacom, and shall take all other action        
necessary or advisable to                                                       

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secure the vote of its stockholders and shareholders, respectively, required by 
the NYSE, Pennsylvania Law or Delaware Corporation Law or Delaware LLC Law, as  
the case may be, in each case as applicable, to obtain such approvals;          
provided, however, that Viacom or CBS, as applicable, shall not be obligated to 
solicit proxies in favor of the adoption of this Agreement, in the case of CBS, 
or in favor of the Viacom Proposals, in the case of Viacom, at its              
Stockholders' Meeting to the extent that the Board of Directors of Viacom or    
CBS, as applicable, determines in good faith that such failure to solicit       
proxies is required in order to comply with its fiduciary duties under          
applicable Law after receiving advice to such effect from independent legal     
counsel (who may be such party's regularly engaged outside legal counsel);      
provided further, however, that notwithstanding anything to the contrary in the 
foregoing, each of CBS and Viacom shall hold its Stockholders' Meeting in       
accordance with the time periods specified in the first sentence of this        
Section 6.02.                                                                   

  (b) Notwithstanding anything in this Agreement to the contrary, Viacom shall
be permitted, upon receipt of approval from the NYSE, to obtain shareholder     
approval for the Viacom Proposals by written consent in lieu of holding a       
Stockholders' Meeting. In the event Viacom elects to obtain shareholder         
approval by written consent, (1) each reference in this Agreement to a vote of  
stockholders at Viacom's Stockholders' Meeting or the holding thereof shall     
mean and be a reference to obtaining the written consent of Viacom's            
stockholders, (2) each reference to the date of the Viacom Stockholders'        
Meeting shall mean and be a reference to the end of the period during which     
consents are solicited from the Viacom stockholders and (3) each reference to   
the solicitation of proxies from Viacom's stockholders shall mean and be a      
reference to the solicitation of written consents therefrom.                    

  Section 6.03. Appropriate Action; Consents; Filings. (a) Each of the parties
hereto shall (i) make promptly its respective filings, and thereafter make any  
other required submissions under the HSR Act with respect to the transactions   
contemplated herein and (ii) make promptly filings with or applications to the  
FCC with respect to the transactions contemplated herein. The parties hereto    
will use their respective best efforts, and will take all actions necessary, to 
consummate and make effective the transactions contemplated herein and to cause 
the conditions to the Merger set forth in Article VII to be satisfied           
(including using best efforts, and taking all actions necessary, to obtain all  
licenses, permits, consents, approvals, authorizations, waivers, qualifications 
and orders of Governmental Authorities as are necessary for the consummation of 
the transactions contemplated herein), and will do so in a manner designed to   
obtain such regulatory clearance and the satisfaction of such conditions as     
expeditiously as possible.                                                      

(b) CBS and Viacom each agree to take promptly any and all steps necessary
to avoid or eliminate each and every impediment and obtain all consents or      
waivers under any antitrust, competition or communications or broadcast Law     
that may be asserted by any U.S. federal, state and local and non-United States 
antitrust or competition authority, or by the FCC or similar authority, so as   
to enable the parties to close the transactions contemplated by this Agreement  
as expeditiously as possible, including committing to or effecting, by consent  
decree, hold separate orders, trust, or otherwise, the sale or disposition of   
such of its assets or businesses as are required to be divested in order to     
obtain the consent of the FCC to or avoid the entry of, or to effect the        
dissolution of, any decree, order, judgment, injunction, temporary restraining  
order or other order in any suit or proceeding, that would otherwise have the   
effect of preventing or materially delaying the consummation of the Merger and  
the other transactions contemplated by this Agreement. In addition, each of CBS 
and Viacom agree to take promptly any and all steps necessary to obtain any     
consent or to vacate or lift any order, writ, judgment, injunction, decree,     
stipulation, determination or award entered by or with any Governmental         
Authority (each, an "Order") relating to antitrust or communications or         
broadcast matters that would have the effect of making any of the transactions  
contemplated by this Agreement illegal or otherwise prohibiting or materially   
delaying their consummation. The parties will expeditiously agree on a complete 
plan for compliance with applicable FCC ownership requirements for inclusion in 
the FCC filings and will expeditiously make such filings (including such agreed 
plan) with the FCC following the date of this Agreement.                        

(c) Each of Viacom and CBS shall give (or shall cause its respective      
subsidiaries to give) any notices to third parties, and Viacom and CBS shall    
use, and cause each of its subsidiaries to use, its reasonable best efforts to  
obtain any third party consents, necessary, proper or advisable to consummate   
the Merger. Each of the                                                         

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parties hereto will furnish to the other such necessary information and         
reasonable assistance as the other may request in connection with the           
preparation of any required governmental filings or submissions and will        
cooperate in responding to any inquiry from a Governmental Authority, including 
immediately informing the other parties of such inquiry, consulting in advance  
before making any presentations or submissions to a Governmental Authority, and 
supplying each other with copies of all material correspondence, filings or     
communications between any party and any Governmental Authority with respect to 
this Agreement.                                                                 

Section 6.04. Access to Information; Confidentiality. (a) From the date   
hereof to the Effective Time, to the extent permitted by applicable Law and     
contracts, Viacom will provide to CBS (and its officers, directors, employees,  
accountants, consultants, legal counsel, agents and other representatives,      
collectively, "Representatives") access to all information and documents which  
CBS may reasonably request regarding the business, assets, liabilities,         
employees and other aspects of Viacom.                                          

(b) From the date hereof to the Effective Time, to the extent permitted by
applicable Law and contracts, CBS will provide to Viacom and its                
Representatives access to all information and documents which Viacom may        
reasonably request regarding the business, assets, liabilities, employees and   
other aspects of CBS.                                                           

(c) The parties shall comply with, and shall cause their respective       
Representatives to comply with, all of their respective obligations under the   
Confidentiality Agreement dated August 27, 1999 (the "Confidentiality           
Agreement") between CBS and Viacom.                                             

(d) No investigation pursuant to this Section 6.04 shall affect any       
representation or warranty in this Agreement of any party hereto or any         
condition to the obligations of the parties hereto.                             

 Section 6.05. No Solicitation of Competing Transactions. (a) CBS shall not,
directly or indirectly, through any officer, director, agent or otherwise,      
initiate, solicit or knowingly encourage (including by way of furnishing non-   
public information), or take any other action knowingly to facilitate, any      
inquiries or the making of any proposal that constitutes, or may reasonably be  
expected to lead to, any Competing Transaction (as defined below), or enter     
into or maintain or continue discussions or negotiate with any person or entity 
in furtherance of such inquiries or to obtain a Competing Transaction, or agree 
to or endorse any Competing Transaction, or authorize any of the officers,      
directors or employees of CBS or any investment banker, financial advisor,      
attorney, accountant or other agent or representative of CBS to take any such   
action, and CBS shall notify Viacom as promptly as practicable of all of the    
relevant material details relating to all inquiries and proposals which CBS or  
any such officer, director, employee, investment banker, financial advisor,     
attorney, accountant or other agent or representative may receive relating to   
any of such matters, provided, however, that prior to the adoption of this      
Agreement by the shareholders of CBS, nothing contained in this Section 6.05    
shall prohibit the Board of Directors of CBS from (i) furnishing information    
to, or entering into and engaging in discussions or negotiations with, any      
person that makes a bona fide unsolicited written proposal that the Board of    
Directors of CBS determines in good faith, after consultation with CBS's        
financial advisors and independent legal counsel, can be reasonably expected to 
result in a CBS Superior Proposal; provided that prior to furnishing such       
information to, or entering into discussions or negotiations with, such person, 
CBS (1) provides notice to Viacom to the effect that it is furnishing           
information to, or entering into discussions or negotiations with, such person  
and provides in any such notice to Viacom in reasonable detail the identity of  
the person making such proposal and the material terms and conditions of such   
proposal, (2) provides Viacom with all information regarding CBS provided or to 
be provided to such person which Viacom has not previously been provided, and   
provided further that CBS shall keep Viacom informed, on a prompt basis, of the 
status and material terms of any such proposal and the status of any such       
discussions and negotiations and (3) receives from such person or entity an     
executed confidentiality agreement containing customary terms (which need not   
contain "standstill" or similar provisions), (ii) complying with Rule 14e-2     
promulgated under the Exchange Act with regard to a tender or exchange offer or 
making any disclosure required under applicable Law or (iii) failing to make or 
withdrawing or modifying its recommendation referred to in Section 6.01         
following the making of a CBS Superior Proposal if, solely in the case of this  
clause (iii), the Board of                                                      

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Directors of CBS, after consultation with and based upon the advice of          
independent legal counsel, determines in good faith that such action is         
necessary for the Board of Directors of CBS to comply with its fiduciary duties 
under applicable law.                                                           

(b) For purposes of this Agreement, "Competing Transaction" shall mean any
of the following involving CBS: (i) any merger, consolidation, share exchange,  
business combination, issuance or purchase of securities or other similar       
transaction other than transactions specifically permitted pursuant to Section  
5.01 of this Agreement; (ii) any sale, lease, exchange, mortgage, pledge,       
transfer or other disposition of the assets of CBS in a single transaction or   
series of related transactions; (iii) any tender offer or exchange offer for    
CBS securities or the filing of a registration statement under the Securities   
Act in connection with any such exchange offer; in the case of clause (i), (ii) 
or (iii) above, which transaction would result in a third party (or its         
shareholders) acquiring more than 35% of the voting power of the Shares then    
outstanding or more than 35% of the assets of CBS and its subsidiaries, taken   
as a whole; or (iv) any public announcement of an agreement, proposal, plan or  
intention to do any of the foregoing, either during the effectiveness of this   
Agreement or at any time thereafter.                                            

(c) For purposes of this Agreement, a "CBS Superior Proposal" means any   
proposal made by a third party which would result in such party (or in the case 
of a parent-to-parent merger, its stockholders) acquiring, directly or          
indirectly, including pursuant to a tender offer, exchange offer, merger,       
consolidation, share exchange, business combination, share purchase, asset      
purchase, recapitalization, liquidation, dissolution, joint venture or similar  
transaction, more than 50% of the voting power of the Shares then outstanding   
or all or substantially all the assets of CBS and its subsidiaries, taken as a  
whole, for consideration which the Board of Directors of CBS determines in its  
good faith judgment to be more favorable to CBS's shareholders than the Merger. 

Section 6.06. Directors' and Officers' Indemnification and Insurance. (a) 
The Certificate of Incorporation and By-Laws of the Surviving Corporation shall 
contain the provisions with respect to indemnification set forth in the         
Certificate of Incorporation and By-laws of Viacom on the date of this          
Agreement, which provisions shall not be amended, repealed or otherwise         
modified after the Effective Time in any manner that would adversely affect the 
rights thereunder of individuals who at any time prior to the Effective Time    
were directors or officers of CBS in respect of actions or omissions occurring  
at or prior to the Effective Time (including, without limitation, the           
transactions contemplated by this Agreement), unless such modification is       
required by law.                                                                

(b) The Surviving Corporation shall maintain in effect for six years from 
the Effective Time directors' and officers' liability insurance covering those  
persons who are currently covered by CBS's directors' and officers' liability   
insurance policy on terms comparable to such existing insurance coverage;       
provided, however, that in no event shall the Surviving Corporation be required 
to expend pursuant to this Section 6.06 more than an amount per year equal to   
300% of current annual premiums paid by CBS for such insurance; and provided    
further that if the annual premiums exceed such amount, Viacom shall be         
obligated to obtain a policy with the greatest coverage available for an annual 
cost not exceeding such amount.                                                 

(c) This Section 6.06 shall survive the consummation of the Merger, is    
intended to benefit each indemnified party, shall be binding, jointly and       
severally, on all successors and assigns of the Surviving Corporation, and      
shall be enforceable by the indemnified parties and their successors.           

 Section 6.07. Notification of Certain Matters. CBS shall give prompt notice
to Viacom, and Viacom shall give prompt notice to CBS, of (i) the occurrence,   
or nonoccurrence, of any event the occurrence, or nonoccurrence, of which would 
be likely to cause (x) any representation or warranty contained in this         
Agreement to be untrue or inaccurate or (y) any covenant, condition or          
agreement contained in this Agreement not to be complied with or satisfied and  
(ii) any failure of CBS or Viacom, as the case may be, to comply with or        
satisfy any covenant, condition or agreement to be complied with or satisfied   
by it hereunder; provided, however, that the delivery of any notice pursuant to 
this Section 6.07 shall not limit or otherwise affect the remedies available    
hereunder to the party receiving such notice.                                   

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Section 6.08. Tax Treatment. (a) The Agreement is intended to constitute a
"plan of reorganization" within the meaning of Section 1.368-2(g) of the income 
tax regulations promulgated under the Code.                                     

(b) Between the date of this Agreement and the Effective Time, neither CBS
nor Viacom nor their affiliates shall directly or indirectly take any action    
that could prevent the Merger from qualifying as a reorganization under Section 
368(a) of the Code, that could prevent each of them from providing              
representations required from them in Sections 7.02(c) or 7.03(c), or that      
could prevent the opinions described in such Sections from being provided. Each 
of them shall use all reasonable efforts to cause the opinions described in     
such Sections to be provided, and to cause similar opinions to be provided at   
the date of filing of the Registration Statement.                               

 (c) None of CBS, Viacom or Viacom/CBS LLC shall (without the consent of the
others) take any action, except as specifically contemplated by this Agreement, 
that could adversely affect the intended tax treatment of the Pending           
Transactions.                                                                   

  Section 6.09. Stock Exchange Listing. Viacom shall as promptly as reasonably
practicable prepare and submit to NYSE a listing application covering the       
shares of Viacom Class B Common Stock to be issued in the Merger, the shares of 
Viacom Class B Common Stock underlying the CBS Options outstanding immediately  
prior to the Effective Time and the shares of Viacom Class B Common Stock       
issuable upon conversion of the Viacom Series C Preferred Stock and shall use   
its best efforts to cause such shares to be approved for listing on the NYSE    
prior to the Effective Time.                                                    

Section 6.10. Public Announcements. Viacom and CBS shall consult with each
other before issuing any press release or otherwise making any public           
statements with respect to this Agreement and shall not issue any such press    
release or make any such public statement without the prior consent of the      
other (which consent shall not be unreasonably withheld or delayed), except as  
may be required by Law or any listing agreement with the NYSE to which Viacom   
or CBS is a party. The parties have agreed on the text of a joint press release 
by which Viacom and CBS will announce the execution of this Agreement.          

Section 6.11. Viacom's Directors. The Board of Directors of Viacom shall  
take all such action as may be necessary to cause the number of directors on    
the Board of Directors of Viacom to be increased to eighteen as of the          
Effective Time and to cause to be appointed to the Board of Directors of Viacom 
as of the Effective Time eight designees of CBS, one of whom shall be Mel       
Karmazin (unless Mel Karmazin shall no longer be available to serve in such     
capacity) and the other seven of whom shall consist of CBS directors designated 
in writing by CBS to Viacom prior to the Effective Time as set forth in Exhibit 
A-1 hereto.                                                                     

Section 6.12. Rights Agreement. The Board of Directors of CBS shall take  
such action as is necessary to render the Rights inapplicable to the Merger and 
the other transactions contemplated by this Agreement.                          

  Section 6.13. Assumption of Debt and Leases. (a) With respect to debt issued
by CBS under indentures qualified under the Trust Indenture Act of 1939, and    
any other debt of CBS the terms of which require the Surviving Corporation to   
assume such debt in order to avoid default thereunder (collectively, the "CBS   
Indentures"), the Surviving Corporation shall execute and deliver to the        
trustees or other representatives in accordance with the terms of the           
respective CBS Indentures, Supplemental Indentures, in form satisfactory to the 
respective trustees or other representatives, expressly assuming the            
obligations of CBS with respect to the due and punctual payment of the          
principal of (and premium, if any) and interest, if any, on all debt securities 
issued by CBS under the respective Indentures and the due and punctual          
performance of all the terms, covenants and conditions of the respective CBS    
Indentures to be kept or performed by CBS and shall deliver such Supplemental   
Indentures to the respective trustees or other representatives under the CBS    
Indentures.                                                                     

  (b) The Surviving Corporation shall, promptly upon the reasonable request of
CBS, provide CBS with a letter which states that it agrees that, as the         
Surviving Corporation in the Merger, as of and following the Effective Time, it 
will succeed to, honor, and satisfy all obligations and liabilities of CBS.     

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 Section 6.14. Affiliates of CBS. CBS represents and warrants to Viacom that
prior to the date of the CBS Stockholders' Meeting CBS will deliver to Viacom a 
letter identifying all persons who may be deemed affiliates of CBS under Rule   
145 of the Securities Act, including, without limitation, all directors and     
executive officers of CBS, and CBS represents and warrants to Viacom that CBS   
has advised the persons identified in such letter of the resale restrictions    
imposed by applicable securities laws. CBS shall use its reasonable best        
efforts to obtain from each person identified in such letter a written          
agreement, substantially in the form of Exhibit 6.14. CBS shall use its         
reasonable best efforts to obtain as soon as practicable from any person who    
may be deemed to have become an affiliate of CBS after CBS's delivery of the    
letter referred to above and prior to the Effective Time, a written agreement   
substantially in the form of Exhibit 6.14.                                      

  Section 6.15. Prior Service. With respect to any medical and dental benefits
provided to Continuing Employees as of or following the Effective Time under    
Viacom's benefit plans, Viacom agrees that it will waive waiting periods and    
pre-existing condition requirements under such plans (to the extent waived      
under CBS's plans), and will give Continuing Employees credit for any co-       
payments and deductibles actually paid by such employees under CBS's medical    
and dental plans during the calendar year in which the Effective Time occurs.   
In addition, service with CBS shall be recognized for all purposes under        
Viacom's compensation and benefit plans, programs, policies and arrangements,   
except where crediting such service would result in a duplication of benefits.  
Without limiting the generality of the foregoing, Viacom shall honor all        
vacation, personal and sick days accrued by Continuing Employees under CBS's    
plans, policies, programs and arrangements immediately prior to the Effective   
Time.                                                                           

Section 6.16. Employee Matters. (a) Viacom may establish retention and    
severance arrangements for its and its subsidiaries' officers or employees      
consistent with the terms and conditions set forth in Section 6.16 of the       
Viacom Disclosure Schedule (the "Viacom Employee Arrangements").                

(b) CBS may establish retention and severance and other compensation      
arrangements for its and its subsidiaries' officers or employees; provided that 
the aggregate amount expended pursuant to such arrangements does not materially 
exceed the estimated value of the Viacom Employee Arrangements.                 

(c) Each of CBS and Viacom shall consult with the other on the design and 
implementation of the retention arrangements described in this Section 6.16 and 
the allocations of the payments thereunder.                                     

Section 6.17. Gaylord. CBS shall, if permitted under the terms of the     
Gaylord Proxy, exercise its rights under the Gaylord Proxy to vote the shares   
of CBS Series B Preferred Stock held by Gaylord in favor of adoption of this    
Agreement at the CBS Stockholders' Meeting, or any adjournment or postponement  
thereof, and shall not waive or transfer to any person its rights under the     
Gaylord Proxy.                                                                  

Section 6.18. Gaylord Tax Matters. CBS covenants and agrees that, between 
October 8, 1999 and the Effective Time, CBS shall not, without Viacom's         
consent, take any action or permit any action to be taken that would cause      
Viacom to be in violation of any provision of the First Amendment to the        
Amended and Restated Tax Matters Agreement (as referred to in the Gaylord       
Agreement), at the time such amendment is executed in the form attached as      
Annex A to the Amended and Restated Tax Matters Agreement.                      

  Section 6.19. Obligations of Viacom/CBS LLC. Viacom shall take all necessary
actions to cause Viacom/CBS LLC to perform its obligations under this Agreement 
and to consummate the Merger on the terms and subject to the conditions set     
forth in this Agreement.                                                        

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ARTICLE VII 

Conditions to the Merger

Section 7.01. Conditions to the Obligations of Each Party. The obligations
of CBS, Viacom and Viacom/CBS LLC to consummate the Merger are subject to the   
satisfaction or waiver of the following conditions:                             

(a) (i) this Agreement shall have been adopted by the affirmative vote
of a majority of the votes cast by all shareholders entitled to vote at the 
CBS Stockholders' Meeting in accordance with Pennsylvania Law and CBS's     
Articles of Incorporation and (ii) the applicable Viacom Proposals shall    
have been approved by the affirmative vote of the holders of a majority of  
the Viacom Class A Common Stock;                                            

(b) any applicable waiting period under the HSR Act relating to the   
Merger shall have expired or been terminated;                               

(c) no Governmental Authority or court of competent jurisdiction shall
have enacted, issued, promulgated, enforced or entered any Law, rule,       
regulation, executive order or Order which is then in effect and has the    
effect of making the Merger illegal or otherwise prohibiting consummation   
of the Merger;                                                              

(d) the Registration Statement shall have been declared effective, and
no stop order suspending the effectiveness of the Registration Statement    
shall be in effect and no proceedings for such purpose shall be pending     
before or threatened by the SEC;                                            

(e) (i) all authorizations, consents, waivers, orders or approvals for
the Merger required to be obtained and all conditions precedent to such     
authorizations, consents, waivers, orders or approvals shall have been      
satisfied, and all filings, notices or declarations required to be made, by 
Viacom and CBS prior to the consummation of the Merger and the transactions 
contemplated hereunder, shall have been obtained from, and made with, the   
FCC and competition and antitrust Governmental Authorities in Canada and    
either the European Union or the United Kingdom, as applicable, and (ii)    
all other authorizations, consents, waivers, orders or approvals for the    
Merger required to be obtained, and all other filings, notices or           
declarations required to be made, by Viacom and CBS prior to the            
consummation of the Merger and the transactions contemplated hereunder,     
shall have been obtained from, and made with, all required Governmental     
Entities, except for such authorizations, consents, waivers, orders,        
approvals, filings, notices or declarations the failure to obtain or make   
which would not have a material adverse effect, at or after the Effective   
Time, on the business, results of operations or financial condition of CBS  
and its subsidiaries and Viacom and its subsidiaries, collectively taken as 
a whole; and                                                                

(f) the shares of Viacom Class B Common Stock issuable to CBS's       
shareholders in the Merger, to holders of CBS Options outstanding           
immediately prior to the Effective Time and upon conversion of the Viacom   
Series C Preferred Stock shall have been authorized for listing on the      
NYSE, subject to official notice of issuance.                               

Section 7.02. Conditions to the Obligations of Viacom and Viacom/CBS      
LLC. The obligations of Viacom and Viacom/CBS LLC to consummate the Merger are  
subject to the satisfaction or waiver of the following further conditions:      

 (a) each of the representations and warranties of CBS contained in this
Agreement shall be true and correct as of the Effective Time as though made 
on and as of the Effective Time (except to the extent expressly made as of  
an earlier date, in which case as of such date), except where the failure   
to be so true and correct would not have, individually or in the aggregate, 
a CBS Material Adverse Effect, and Viacom shall have received a certificate 
of an officer of CBS to such effect;                                        

(b) CBS shall have performed or complied in all material respects with
all material agreements and covenants required by this Agreement to be      
performed or complied with by it on or prior to the Effective Time, and     
Viacom shall have received a certificate of an officer of CBS to that       
effect; and                                                                 

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(c) Viacom shall have received the opinion of Paul, Weiss, Rifkind,   
Wharton & Garrison, in form and substance reasonably satisfactory to        
Viacom, to the effect that the Merger will be treated for federal income    
tax purposes as a reorganization qualifying under the provisions of Section 
368(a) of the Code, and Viacom and CBS will each be a party to the          
reorganization within the meaning of Section 368(b) of the Code. In         
rendering such opinion, counsel may require and rely upon representations   
contained in certificates of officers of CBS, Viacom and Viacom/CBS LLC, as 
the case may be.                                                            

Section 7.03. Conditions to the Obligations of CBS. The obligations of CBS
to consummate the Merger are subject to the satisfaction or waiver of the       
following further conditions:                                                   

(a) each of the representations and warranties of Viacom contained in 
this Agreement shall be true and correct as of the Effective Time as though 
made on and as of the Effective Time (except to the extent expressly made   
as of an earlier date, in which case as of such date), except where failure 
to be so true and correct would not have, individually or in the aggregate, 
a Viacom Material Adverse Effect, and CBS shall have received a certificate 
of an officer of Viacom to such effect;                                     

(b) Viacom and Viacom/CBS LLC shall have performed or complied in all 
material respects with all material agreements and covenants required by    
this Agreement to be performed or complied with by it on or prior to the    
Effective Time, and CBS shall have received a certificate of an officer of  
Viacom to that effect; and                                                  

(c) CBS shall have received the opinion of Cravath, Swaine & Moore, in
form and substance reasonably satisfactory to CBS, to the effect that the   
Merger will be treated for federal income tax purposes as a reorganization  
qualifying under the provisions of Section 368(a) of the Code, and Viacom   
and CBS will each be a party to such reorganization within the meaning of   
Section 368(b) of the Code. In rendering such opinion, counsel may require  
and rely upon representations contained in certificates of officers of      
Viacom, CBS and Viacom/CBS LLC, as the case may be.                         

ARTICLE VIII

Termination, Amendment and Waiver 

 Section 8.01. Termination . This Agreement may be terminated and the Merger
may be abandoned at any time prior to the Effective Time, notwithstanding any   
requisite approval and adoption of this Agreement, as follows:                  

  (a) by mutual written consent duly authorized by the Boards of Directors
of each of Viacom and CBS;                                                  

(b) by either Viacom or CBS, if the Effective Time shall not have     
occurred on or before August 31, 2000; provided, however, that the right to 
terminate this Agreement under this Section 8.01(b) shall not be available  
to any party whose failure to fulfill any obligation under this Agreement   
has been the cause of, or resulted in, the failure of the Effective Time to 
occur by such time;                                                         

(c) by CBS upon delivery to Viacom of written notice that a Competing 
Proposal constitutes a CBS Superior Proposal; provided, however, that such  
termination pursuant to this subsection (c) shall not be effective until    
two business days have elapsed following delivery to Viacom of such written 
notice (which written notice will inform Viacom of the material terms and   
conditions of the CBS Superior Proposal); provided further, however, that   
such termination under this subsection (c) shall not be effective until CBS 
has made payment to Viacom of the amounts required to be paid pursuant to   
Section 8.05;                                                               

  (d) by either CBS or Viacom, if this Agreement shall fail to receive the
requisite vote for adoption at the CBS Stockholders' Meeting;               

(e) by CBS, upon a breach of any representation, warranty, covenant or
agreement on the part of Viacom or Viacom/CBS LLC set forth in this         
Agreement, or if any representation or warranty of Viacom                   

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shall have become untrue, in either case such that the conditions set forth 
in Sections 7.03(a) or (b) are not capable of being satisfied on or before  
August 31, 2000 (a "Terminating Viacom Breach");                            

 (f) by Viacom, upon breach of any representation, warranty, covenant or
agreement on the part of CBS set forth in this Agreement, or if any         
representation or warranty of CBS shall have become untrue, in either case  
such that the conditions set forth in Sections 7.02(a) or (b) are not       
capable of being satisfied on or before August 31, 2000 ("Terminating CBS   
Breach"); or                                                                

(g) by either Viacom or CBS, if any Governmental Authority shall have 
issued an Order or taken any other action permanently restraining,          
enjoining or otherwise prohibiting the transactions contemplated by this    
Agreement, and such Order or other action shall have become final and       
nonappealable.                                                              

 Section 8.02. Effect of Termination. Subject to Section 8.05 hereof, in the
event of termination of this Agreement pursuant to Section 8.01, this Agreement 
shall forthwith become void, there shall be no liability under this Agreement   
on the part of Viacom, CBS, Viacom/CBS LLC or any of their respective officers  
or directors and all rights and obligations of each party hereto shall cease;   
provided, however, that nothing herein shall relieve any party from liability   
for the willful breach of any of its representations, warranties, covenants or  
agreements set forth in this Agreement.                                         

  Section 8.03. Amendment. This Agreement may be amended by the parties hereto
by action taken by or on behalf of their respective Boards of Directors at any  
time prior to the Effective Time; provided, however, that, after the approval   
and adoption of this Agreement by either the stockholders of Viacom or          
shareholders of CBS, there shall not be any amendment that by Law requires      
further approval by the stockholders of Viacom or shareholders of CBS without   
the further approval of such stockholders or such shareholders. This Agreement  
may not be amended except by an instrument in writing signed by the parties     
hereto.                                                                         

Section 8.04. Waiver.  At any time prior to the Effective Time, any party 
hereto may (a) extend the time for the performance of any obligation or other   
act of any other party hereto, (b) waive any inaccuracy in the representations  
and warranties contained herein or in any document delivered pursuant hereto    
and (c) subject to the proviso of Section 8.03, waive compliance with any       
agreement or condition contained herein. Any such extension or waiver shall be  
valid if set forth in an instrument in writing signed by the party or parties   
to be bound thereby.                                                            

Section 8.05. Expenses. (a) Except as set forth in this Section 8.05, all 
Expenses (as defined below) incurred in connection with this Agreement and the  
transactions contemplated by this Agreement shall be paid by the party          
incurring such expenses, whether or not the Merger or any other transaction is  
consummated, except that CBS and Viacom each shall pay one-half of all Expenses 
relating to (i) printing, filing and mailing the Registration Statement and the 
Proxy Statement and all SEC and other regulatory filing fees incurred in        
connection with the Registration Statement and the Proxy Statement, (ii) any    
filing with the FCC or similar authority and (iii) any filing with antitrust    
authorities. "Expenses" as used in this Agreement shall include all reasonable  
out-of-pocket expenses (including all fees and expenses of counsel,             
accountants, investment bankers, experts and consultants to a party hereto and  
its affiliates) incurred by a party or on its behalf in connection with or      
related to the authorization, preparation, negotiation, execution and           
performance of this Agreement, the preparation, printing, filing and mailing of 
the Registration Statement and the Proxy Statement, the solicitation of         
stockholder and shareholder approvals, the filing of any required notices under 
the HSR Act or other similar regulations and all other matters related to the   
closing of the Merger and the other transactions contemplated by this           
Agreement.                                                                      

(b) CBS agrees that:                                                      

(i) if CBS shall terminate this Agreement pursuant to Section 8.01(c);
or                                                                          

(ii) if (A) Viacom or CBS shall terminate this Agreement pursuant to  
Section 8.01(d) due to the failure of CBS's shareholders to approve this    
Agreement, (B) at or prior to the time of such failure to so approve this   
Agreement a Competing Transaction with respect to CBS shall have been made  
public and                                                                  

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(C) within twelve months after such termination (i) a Competing Transaction 
is consummated or (ii) a binding agreement to enter into a Competing        
Transaction is entered into by CBS (solely for purposes of this Section     
8.05(b)(ii), the term "Competing Transaction" shall have the meaning        
assigned to such term in Section 6.05(b) except that references to "35%" in 
the definition of "Competing Transaction" in Section 6.05(b) shall be       
deemed to be references to 50%),                                            

then CBS shall pay to Viacom an amount equal to $1,000,000,000 (the "CBS        
Alternative Transaction Fee").                                                  

(c) Each of CBS and Viacom agrees that the agreements contained in Section
8.05(b) are an integral part of the transactions contemplated by this           
Agreement.                                                                      

(d) All payments to Viacom under this Section 8.05 shall be made by wire  
transfer of immediately available funds to an account designated by Viacom.     

ARTICLE IX

General Provisions

Section 9.01. Non-Survival of Representations, Warranties and             
Agreements. The representations, warranties and agreements in this Agreement    
and any certificate delivered pursuant hereto by any person shall terminate at  
the Effective Time or upon the termination of this Agreement pursuant to        
Section 8.01, as the case may be, except that this Section 9.01 shall not limit 
any covenant or agreement of the parties which by its terms contemplates        
performance after the Effective Time or after termination of this Agreement.    

Section 9.02. Notices. All notices, requests, claims, demands and other   
communications hereunder shall be in writing and shall be given or made (and    
shall be deemed to have been duly given or made upon receipt) by delivery in    
person, by facsimile, by courier service or by registered or certified mail     
(postage prepaid, return receipt requested) to the respective parties at the    
following addresses (or at such other address for a party as shall be specified 
in a notice given in accordance with this Section 9.02):                        

if to Viacom or Viacom/CBS LLC:                                       

Viacom Inc.                                                       
1515 Broadway                                                     
New York, New York 10036                                          
Telecopier: (212) 258-6099                                        
Attention: Michael D. Fricklas, Senior Vice President,            
General Counsel and Secretary                                     

with a copy to:                                                           

Shearman & Sterling                                               
599 Lexington Avenue                                              
New York, New York 10022                                          
Telecopier No.: (212) 848-7179                                    
Attention: Creighton O'M. Condon, Esq. and                        
Stephen R. Volk, Esq.                                             

if to CBS:                                                                

CBS Corporation                                                   
51 West 52nd Street                                               
35th Floor                                                        
New York, New York 10019                                          
Telecopier No.: (212) 597-4031                                    
Attention: Louis J. Briskman, Esq.                                
Executive Vice President and                                      
General Counsel                                                   

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with copies to:                                                           

Cravath, Swaine & Moore                                           
825 Eighth Avenue                                                 
New York, New York 10019                                          
Telecopier No.: (212) 474-3700                                    
Attention: Allen Finkelson, Esq. and                              
Scott A. Barshay, Esq.                                            

 Section 9.03. Interpretation, Certain Definitions. When a reference is made
in this Agreement to an Article, Section or Exhibit, such reference shall be to 
an Article or Section of, or an Exhibit to, this Agreement unless otherwise     
indicated. The table of contents and headings for this Agreement are for        
reference purposes only and shall not affect in any way the meaning or          
interpretation of this Agreement. Whenever the words "include", "includes" or   
"including" are used in this Agreement, they shall be deemed to be followed by  
the words "without limitation". The words "hereof", "herein" and "hereunder"    
and words of similar import when used in this Agreement shall refer to this     
Agreement as a whole and not to any particular provision of this Agreement. All 
terms defined in this Agreement shall have the defined meanings when used in    
any certificate or other document made or delivered pursuant hereto unless      
otherwise defined therein. The definitions contained in this Agreement are      
applicable to the singular as well as the plural forms of such terms and to the 
masculine as well as to the feminine and neuter genders of such term. Any       
statute defined or referred to herein or in any agreement or instrument that is 
referred to herein means such statute as from time to time amended, modified or 
supplemented, including (in the case of statutes) by succession of comparable   
successor statutes. References to a person are also to its permitted successors 
and assigns.                                                                    

For purposes of this Agreement, the term:                                 

(a) "affiliate" of a specified person means a person who directly or  
indirectly through one or more intermediaries controls, is controlled by,   
or is under common control with, such specified person;                     

(b) "beneficial owner" with respect to any shares means a person who  
shall be deemed to be the beneficial owner of such shares (i) which such    
person or any of its affiliates or associates (as such term is defined in   
Rule 12b-2 promulgated under the Exchange Act) beneficially owns, directly  
or indirectly, (ii) which such person or any of its affiliates or           
associates has, directly or indirectly, (A) the right to acquire (whether   
such right is exercisable immediately or subject only to the passage of     
time), pursuant to any agreement, arrangement or understanding or upon the  
exercise of consideration rights, exchange rights, warrants or options, or  
otherwise, or (B) the right to vote pursuant to any agreement, arrangement  
or understanding or (iii) which are beneficially owned, directly or         
indirectly, by any other persons with whom such person or any of its        
affiliates or associates or any person with whom such person or any of its  
affiliates or associates has any agreement, arrangement or understanding    
for the purpose of acquiring, holding, voting or disposing of any such      
shares;                                                                     

(c) "business day" means any day on which the principal offices of the
SEC in Washington, D.C. are open to accept filings, or, in the case of      
determining a date when any payment is due, any day on which banks are not  
required or authorized to close in the City of New York;                    

(d) "control" (including the terms "controlled by" and "under common  
control with") means the possession, directly or indirectly or as trustee   
or executor, of the power to direct or cause the direction of the           
management and policies of a person, whether through the ownership of       
voting securities, as trustee or executor, by contract or credit            
arrangement or otherwise;                                                   

 (e) "Governmental Authority" means any United States (federal, state or
local) or foreign government, or governmental, regulatory or administrative 
authority, agency or commission;                                            

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  (f) "knowledge" means the actual knowledge of the following officers and
employees of CBS and Viacom, without benefit of an independent              
investigation of any matter, as to (i) CBS: Mel Karmazin, Leslie Moonves,   
Louis Briskman and Robert Freedline, and (ii) Viacom: Sumner Redstone,      
Philippe Dauman, Thomas Dooley, Michael Fricklas, George Smith and Susan    
Gordon;                                                                     

(g) "person" means an individual, corporation, limited liability      
company, partnership, limited partnership, syndicate, person (including,    
without limitation, a "person" as defined in Section 13(d)(3) of the        
Exchange Act), trust, association or entity or government, political        
subdivision, agency or instrumentality of a government; and                 

 (h) "subsidiary" or "subsidiaries" of any person means any corporation,
partnership, joint venture or other legal entity of which such person       
(either above or through or together with any other subsidiary), owns,      
directly or indirectly, more than 50% of the stock or other equity          
interests, the holders of which are generally entitled to vote for the      
election of the board of directors or other governing body of such          
corporation or other legal entity.                                          

  Section 9.04. Severability. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of Law, or       
public policy, all other conditions and provisions of this Agreement shall      
nevertheless remain in full force and effect so long as the economic or legal   
substance of the Merger is not affected in any manner materially adverse to any 
party. Upon such determination that any term or other provision is invalid,     
illegal or incapable of being enforced, the parties hereto shall negotiate in   
good faith to modify this Agreement so as to effect the original intent of the  
parties as closely as possible in a mutually acceptable manner in order that    
the Merger be consummated as originally contemplated to the fullest extent      
possible.                                                                       

Section 9.05. Entire Agreement; Assignment. This Agreement (including the 
Exhibits, the CBS Disclosure Schedule and the Viacom Disclosure Schedule which  
are hereby incorporated herein and made a part hereof for all purposes as if    
fully set forth herein), the Parent Voting Agreements and the Confidentiality   
Agreement constitutes the entire agreement among the parties with respect to    
the subject matter hereof and supersede all prior agreements and undertakings,  
both written and oral, among the parties, or any of them, with respect to the   
subject matter hereof. The parties agree to comply with all covenants and       
agreements set forth on the CBS Disclosure Schedule and the Viacom Disclosure   
Schedule as if such covenants and agreements were fully set forth in this       
Agreement. This Agreement shall not be assigned by operation of law or          
otherwise.                                                                      

 Section 9.06. Parties in Interest. This Agreement shall be binding upon and
inure solely to the benefit of each party hereto, and nothing in this           
Agreement, express or implied, is intended to or shall confer upon any other    
person any right, benefit or remedy of any nature whatsoever under or by reason 
of this Agreement, other than Article II and Section 6.06 (which are intended   
to be for the benefit of the persons covered thereby and may be enforced by     
such persons).                                                                  

Section 9.07. Specific Performance. The parties hereto agree that         
irreparable damage would occur in the event any provision of this Agreement was 
not performed in accordance with the terms hereof and that the parties shall be 
entitled to specific performance of the terms hereof, in addition to any other  
remedy at law or equity.                                                        

Section 9.08. Governing Law. This Agreement shall be governed by and      
construed in accordance with the laws of the State of Delaware, except for such 
provisions where Pennsylvania Law is mandatorily applicable, which provisions   
shall be governed by and construed in accordance with the laws of the           
Commonwealth of Pennsylvania.                                                   

Section 9.09. Consent to Jurisdiction. (a) Each of Viacom, CBS and        
Viacom/CBS LLC hereby irrevocably submits to the exclusive jurisdiction of the  
courts of the State of Delaware and to the jurisdiction of the United States    
District Court for the State of Delaware, for the purpose of any action or      
proceeding arising out of or relating to this Agreement and each of Viacom, CBS 
and Viacom/CBS LLC hereby irrevocably agrees                                    

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that all claims in respect to such action or proceeding may be heard and        
determined exclusively in any Delaware state or federal court. Each of Viacom,  
CBS and Viacom/CBS LLC agrees that a final judgment in any action or proceeding 
shall be conclusive and may be enforced in other jurisdictions by suit on the   
judgment or in any other manner provided by law.                                

(b) Each of Viacom, CBS and Viacom/CBS LLC irrevocably consents to the    
service of the summons and complaint and any other process in any other action  
or proceeding relating to the transactions contemplated by this Agreement, on   
behalf of itself or its property, by personal delivery of copies of such        
process to such party. Nothing in this Section 9.09 shall affect the right of   
any party to serve legal process in any other manner permitted by law.          

Section 9.10. Counterparts. This Agreement may be executed and delivered  
(including by facsimile transmission) in one or more counterparts, and by the   
different parties hereto in separate counterparts, each of which when executed  
and delivered shall be deemed to be an original but all of which taken together 
shall constitute one and the same agreement.                                    

Section 9.11. WAIVER OF JURY TRIAL. EACH OF VIACOM, CBS AND VIACOM/CBS LLC
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING  
OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF   
OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF VIACOM, CBS OR VIACOM/CBS LLC   
IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.        

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, Viacom, CBS and Viacom/CBS LLC have caused this       
Agreement to be executed as of the date first written above by their respective 
officers thereunto duly authorized.                                             

               VIACOM INC.

                                By:  /s/ Michael D. Fricklas
                                              --------------------------------
                                 Name: Michael D. Fricklas
                                     Title: Senior Vice President,
                           General Counsel and
                 Secretary

                   CBS CORPORATION

                                By:  /s/ Fredric G. Reynolds
                                              --------------------------------
                                 Name: Fredric G. Reynolds
                                        Title: Executive Vice President,
                               Chief Financial Officer

                  VIACOM/CBS LLC

                                   By: VIACOM INC., as sole member

                                By:  /s/ Michael D. Fricklas
                                              --------------------------------
                                 Name: Michael D. Fricklas
                                     Title: Senior Vice President,
                                     General Counsel and Secretary

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                                                                    EXHIBIT 6.14

FORM OF AFFILIATE LETTER

Viacom Inc.                                                                     
1515 Broadway                                                                   
New York, New York 10036                                                        

Ladies and Gentlemen:                                                           

  I have been advised that as of the date of this letter I may be deemed to be
an "affiliate" of CBS Corporation, a Pennsylvania corporation (the "Company"),  
as the term "affiliate" is defined for purposes of paragraphs (c) and (d) of    
Rule 145 of the rules and regulations (the "Rules and Regulations") of the      
Securities and Exchange Commission (the "Commission") under the Securities Act  
of 1933, as amended (the "Act"). Pursuant to the terms of the Agreement and     
Plan of Merger dated as of September 6, 1999, as amended and restated on        
October 8, 1999, and as again amended and restated as of November 23, 1999 (the 
"Agreement"), between Viacom Inc., a Delaware corporation ("Viacom"), and the   
Company, the Company will be merged with and into Viacom (the "Merger").        

  As a result of the Merger, I may receive (i) shares of Class B common stock,
par value $.01 per share, of Viacom (the "Viacom Class B Common Stock"), (ii)   
an option (a "Substituted Option") to purchase a number of shares of Viacom     
Class B Common Stock, or (iii) shares of Viacom Series C Preferred Stock, par   
value $.01 per share (the "Viacom Series C Preferred Stock," with the Viacom    
Class B Common Stock, Substituted Options and the Viacom Series C Preferred     
Stock collectively referred to as the "Viacom Securities"). In respect of       
shares of Viacom Class B Common Stock, I would receive such shares in exchange  
for shares owned by me of common stock, par value $1.00 per share, of the       
Company (the "Company Common Stock"). In respect of the Substituted Options, I  
would receive such options in exchange for options to purchase Company Common   
Stock held by me under the CBS Stock Option Plans (as defined in the            
Agreement). In respect of the Viacom Series C Preferred Stock, I would receive  
such shares in exchange for shares owned by me of the Company's Series B        
Participating Preferred Stock, par value $1.00 per share.                       

 I represent, warrant and covenant to Viacom that in the event I receive any
Viacom Securities as a result of the merger:                                    

A. I shall not make any sale, transfer or other disposition of the    
Viacom Securities in violation of the Act or the Rules and Regulations.     

  B. I have carefully read this letter and the Agreement and discussed the
requirements of such documents and other applicable limitations upon my     
ability to sell, transfer or otherwise dispose of Viacom Securities to the  
extent I felt necessary, with my counsel or counsel for the Company.        

C. I have been advised that the issuance of Viacom Securities to me   
pursuant to the Merger has been registered with the Commission under the    
Act on a Registration Statement Form S-4. However, I have also been advised 
that, because at the time the Merger is submitted for a vote of the         
stockholders of the Company, (a) I may be deemed to be an affiliate of the  
Company and (b) the distribution by me of the Viacom Securities has not     
been registered under the Act, I may not sell, transfer or otherwise        
dispose of Viacom Securities issued to me in the Merger unless (i) such     
sale, transfer or other disposition is made in conformity with the volume   
and other limitations of Rule 145 promulgated by the Commission under the   
Act, (ii) such sale, transfer or other disposition has been registered      
under the Act or (iii) in the opinion of counsel reasonably acceptable to   
Viacom, such sale, transfer or other disposition is otherwise exempt from   
registration under the Act.                                                 

  D. I understand that Viacom is under no obligation to register the sale,
transfer or other disposition of the Viacom Securities by me or on my       
behalf under the Act or to take any other action necessary in order to make 
compliance with an exemption from such registration available solely as a   
result of the Merger.                                                       

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E. I also understand that there will be placed on the certificates for
the Viacom Securities issued to me, or any substitutions therefor, a legend 
stating in substance:                                                       

"THE [SHARES] [OPTIONS] REPRESENTED BY THIS CERTIFICATE WERE            
ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE         
SECURITIES ACT OF 1933 APPLIES. THE [SHARES] [OPTIONS]                  
REPRESENTED BY THIS CERTIFICATE MAY ONLY BE TRANSFERRED IN              
ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED        BETWEEN          
THE REGISTERED HOLDER HEREOF AND VIACOM, A COPY OF WHICH                
AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF VIACOM."               

F. I also understand that unless a sale or transfer is made in        
conformity with the provisions of Rule 145, or pursuant to a registration   
statement, Viacom reserves the right to put the following legend on the     
certificates issued to my transferee:                                       

"THE [SHARES] [OPTIONS] REPRESENTED BY THIS CERTIFICATE HAVE NOT        
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND WERE               
ACQUIRED FROM A PERSON WHO RECEIVED SUCH SHARES IN A TRANSACTION        
TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933          
APPLIES. THE [SHARES] [OPTIONS] HAVE BEEN ACQUIRED BY THE HOLDER        
NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY               
DISTRIBUTION THEREOF WITHIN THE MEANING OF THE SECURITIES ACT OF        
1933 AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED              
EXCEPT IN ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION            
REQUIREMENTS OF THE SECURITIES ACT OF 1933."                            

  It is understood and agreed that the legends set forth in paragraphs E and F
above shall be removed by delivery of substitute certificates without such      
legend if the undersigned shall have delivered to Viacom a copy of a letter     
from the staff of the Commission, or an opinion of counsel reasonably           
satisfactory to Viacom in form and substance reasonably satisfactory to Viacom, 
to the effect that such legend is not required for purposes of the Act.         

Execution of this letter should not be considered an admission on my part 
that I am an "affiliate" of the Company as described in the first paragraph of  
this letter, or as a waiver of any rights I may have to object to any claim     
that I am such an affiliate on or after the date of this letter.                

                     Very truly yours,

         Name:

Accepted this     day of                                                        
,   , by                                                            

Viacom Inc.                                                                     

By: _________________________________                                           
Name:                                                                       
Title:                                                                      

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                                                                       ANNEX B

RESTATED CERTIFICATE OF INCORPORATION 
OF  
VIACOM INC. 

(Originally incorporated on November 10, 1986 under the name Arsenal      
Holdings, Inc.)                                                                 

ARTICLE I 

Name  

The name of this Corporation is Viacom Inc.                               

ARTICLE II  

Registered Office and Agent for Service 

The registered office of the Corporation in the State of Delaware is      
located at 1013 Centre Road, City of Wilmington, County of New Castle. The      
name and address of the Corporation's registered agent for service of process   
in Delaware is:                                                                 

Corporation Service Company 
1013 Centre Road  
Wilmington, Delaware 19805-1297 

ARTICLE III 

Corporate Purposes  

The purpose of the Corporation is to engage in any lawful act or activity 
for which corporations may be organized under the General Corporation Law of    
the State of Delaware.                                                          

ARTICLE IV  

Capital Stock 

(1) Shares, Classes and Series Authorized.                                

  (a) The total number of shares of all classes of capital stock which the
Corporation shall have authority to issue is 3,525,000,000 shares. The      
classes and the aggregate number of shares of stock of each class which the 
Corporation shall have authority to issue are as follows:                   

(i) 500,000,000 shares of Class A Common Stock, $0.01 par value   
("Class A Common Stock").                                               

(ii) 3,000,000,000 shares of Class B Common Stock, $0.01 par value
("Class B Common Stock").                                               

(iii) 25,000,000 shares of Preferred Stock, $0.01 par value       
("Preferred Stock").                                                    

(b) The number of authorized shares of Class B Common Stock may be    
increased or decreased (but not below the number of shares thereof then     
outstanding) from time to time by the affirmative vote of the holders of a  
majority of the stock of the Corporation entitled to vote.                  

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(2) Powers and Rights of the Class A Common Stock and the Class B Common  
Stock.                                                                          

Except as otherwise expressly provided in this Restated Certificate of    
Incorporation, all issued and outstanding shares of Class A Common Stock and    
Class B Common Stock shall be identical and shall entitle the holders thereof   
to the same rights and privileges.                                              

A. Voting Rights and Powers. Except as otherwise provided in this     
Restated Certificate of Incorporation or required by law, with respect to   
all matters upon which stockholders are entitled to vote, the holders of    
the outstanding shares of Class A Common Stock shall vote together with the 
holders of any other outstanding shares of capital stock of the Corporation 
entitled to vote, without regard to class, and every holder of outstanding  
shares of Class A Common Stock shall be entitled to cast thereon one vote   
in person or by proxy for each share of Class A Common Stock standing in    
his name. The holders of shares of Class A Common Stock shall have the      
relevant class voting rights set forth in Article IX. Except as otherwise   
required by law, the holders of outstanding shares of Class B Common Stock  
shall not be entitled to any votes upon any questions presented to          
stockholders of the Corporation, including but not limited to, whether to   
increase or decrease (but not below the number of shares then outstanding)  
the number of authorized shares of Class B Common Stock.                    

B. Dividends. Subject to the rights and preferences of the Preferred  
Stock set forth in this Article IV and in any resolution or resolutions     
providing for the issuance of such stock as set forth in Section (3) of     
this Article IV, the holders of Class A Common Stock and Class B Common     
Stock shall be entitled to receive ratably such dividends as may from time  
to time be declared by the Board of Directors out of funds legally          
available therefor.                                                         

  C. Distribution of Assets Upon Liquidation. In the event the Corporation
shall be liquidated, dissolved or wound up, whether voluntarily or          
involuntarily, after there shall have been paid or set aside for the        
holders of all shares of the Preferred Stock then outstanding the full      
preferential amounts to which they are entitled under Section 5 of this     
Article IV or the resolutions, as the case may be, authorizing the issuance 
of such Preferred Stock, the net assets of the Corporation remaining        
thereafter shall be divided ratably among the holders of Class A Common     
Stock and Class B Common Stock.                                             

D. Split, Subdivision or Combination. If the Corporation shall in any 
manner split, subdivide or combine the outstanding shares of Class A Common 
Stock or Class B Common Stock, the outstanding shares of the other class of 
Common Stock shall be proportionally split, subdivided or combined in the   
same manner and on the same basis as the outstanding shares of the other    
class of Common Stock have been split, subdivided or combined.              

E. Conversion. So long as there are 10,000 shares of Class A Common   
Stock outstanding, each record holder of shares of Class A Common Stock and 
Class B Common Stock may convert any or all of such shares into an equal    
number of shares of Class B Common Stock by surrendering the certificates   
for such shares, accompanied by payment of documentary, stamp or similar    
issue or transfer taxes, if any, along with a written notice by such record 
holder to the Corporation stating that such record holder desires to        
convert such shares into the same number of shares of Class B Common Stock  
and requesting that the Corporation issue all of such Class B Common Stock  
to the persons named therein, setting forth the number of shares of Class B 
Common Stock to be issued to each such person and the denominations in      
which the certificates therefor are to be issued.                           

(3) Powers and Rights of the Preferred Stock.                             

Subject to Article XIII of this Restated Certificate of Incorporation, the
Preferred Stock may be issued from time to time in one or more series, with     
such distinctive serial designations as may be stated or expressed in the       
resolution or resolutions providing for the issue of such stock adopted from    
time to time by the Board of Directors; and in such resolution or resolutions   
providing for the issuance of shares of each particular series, the Board of    
Directors is also expressly authorized to fix: the right to vote, if any; the   
consideration for which the shares of such series are to be issued; the number  
of shares constituting such series, which number may be                         

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increased (except as otherwise fixed by the Board of Directors) or decreased    
(but not below the number of shares thereof then outstanding) from time to time 
by action of the Board of Directors; the rate of dividends upon which and the   
times at which dividends on shares of such series shall be payable and the      
preference, if any, which such dividends shall have relative to dividends on    
shares of any other class or classes or any other series of stock of the        
Corporation; whether such dividends shall be cumulative or noncumulative, and,  
if cumulative, the date or dates from which dividends on shares of such series  
shall be cumulative; the rights, if any, which the holders of shares of such    
series shall have in the event of any voluntary or involuntary liquidation,     
merger, consolidation, distribution or sale of assets, dissolution or winding   
up of the affairs of the Corporation; the rights, if any, which the holders of  
shares of such series shall have to convert such shares into or exchange such   
shares for shares of any other class or classes or any other series of stock of 
the Corporation or for any debt securities of the Corporation and the terms and 
conditions, including, without limitation, price and rate of exchange, of such  
conversion or exchange; whether shares of such series shall be subject to       
redemption, and the redemption price or prices and other terms of redemption,   
if any, for shares of such series including, without limitation, a redemption   
price or prices payable in shares of Class A Common Stock or Class B Common     
Stock; the terms and amounts of any sinking fund for the purchase or redemption 
of shares of such series; and any and all other powers, preferences and         
relative, participating, optional or other special rights and qualifications,   
limitations or restrictions thereof pertaining to shares of such series         
permitted by law.                                                               

(4) Issuance of Class A Common Stock, Class B Common Stock and Preferred  
Stock.                                                                          

Subject to Article XIII of this Restated Certificate of Incorporation, the
Board of Directors of the Corporation may from time to time authorize by        
resolution the issuance of any or all shares of Class A Common Stock, Class B   
Common Stock and Preferred Stock herein authorized in accordance with the terms 
and conditions set forth in this Restated Certificate of Incorporation for such 
purposes, in such amounts, to such persons, corporations, or entities, for such 
consideration, and in the case of the Preferred Stock, in one or more series,   
all as the Board of Directors in its discretion may determine and without any   
vote or other action by any of the stockholders of the Corporation, except as   
otherwise required by law.                                                      

(5) Series C Preferred Stock                                              

  (a) Designation and Amount. The shares of this series shall be designated as
"Series C Preferred Stock" (the "Series C Preferred Stock"). The par value of   
each share of Series C Preferred Stock shall be $.01. The number of shares      
constituting the Series C Preferred Stock shall initially be the Preferred      
Exchange Ratio (as defined in the Amended and Restated Agreement and Plan of    
Merger dated as of September 6, 1999, as amended and restated as of October 8,  
1999, as it may be further amended from time to time, among the Corporation and 
CBS (as defined in Article XIII of this Restated Certificate of                 
Incorporation)(the "Merger Agreement")) multiplied by the number of shares of   
CBS Series B Participating Preferred Stock, par value $1.00 per share, issued   
and outstanding immediately prior to the Effective Time (as defined in the      
Merger Agreement). The Corporation is authorized to issue fractional shares of  
Series C Preferred Stock to 1/1000th of a share in accordance with the terms    
herein. All references herein to shares of Series C Preferred Stock shall be    
deemed to include, if applicable, references to such fractional shares.         

(b). Dividends and Distributions.                                         

(1) Subject to the provisions for adjustment hereinafter set forth, the   
holders of outstanding shares of Series C Preferred Stock shall be entitled to  
receive, when, as and if declared by the Board of Directors out of funds        
legally available for the purpose, a cash dividend in an amount per share       
(rounded to the nearest cent) equal to 1000 times the aggregate per share       
amount of each cash dividend declared or paid on the Class B Common Stock. In   
addition, in the event the Corporation shall, at any time after the issuance of 
any share or fraction of a share of Series C Preferred Stock, pay any dividend  
or make any distribution on the shares of Class B Common Stock of the           
Corporation, whether by way of a dividend or a reclassification of stock, a     
recapitalization, reorganization or partial liquidation of the Corporation or   
otherwise, which is payable in cash or any debt security, debt instrument, real 
or personal property or any other property (other than (x) cash dividends       
subject to the immediately preceding sentence, (y) a distribution of shares of  
Class B Common Stock                                                            

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or other capital stock of the Corporation subject to paragraph (h)(1) below or  
(z) a distribution of rights or warrants to acquire any such shares subject to  
paragraph (h)(3) or (h)(5) below, including as such a right any debt security   
convertible into or exchangeable for any such shares, at a price less than the  
Fair Market Value (as hereinafter defined) of such shares on the date of        
issuance of such rights or warrants), then, and in each such event, the         
Corporation shall simultaneously pay on each then outstanding share of Series C 
Preferred Stock a distribution, in like kind, of 1000 times such distribution   
paid on a share of Class B Common Stock (subject to the provisions for          
adjustment hereinafter set forth). The dividends and distributions on the       
Series C Preferred Stock to which holders thereof are entitled pursuant to the  
first and second sentences of this paragraph (b)(1) are hereinafter referred to 
as "Dividends" and the multiple of such cash and non-cash dividends and         
distributions on the Class B Common Stock applicable to the determination of    
the Dividends, which shall be 1000 initially but shall be adjusted from time to 
time as hereinafter provided, is hereinafter referred to as the "Dividend       
Multiple." In the event the Corporation shall, at any time after the issuance   
of any share or fraction of a share of Series C Preferred Stock, declare or pay 
any dividend or make any distribution on Class B Common Stock payable in shares 
of Class B Common Stock, or effect a subdivision or split or a combination,     
consolidation or reverse split of the outstanding shares of Class B Common      
Stock into a greater or lesser number of shares of Class B Common Stock, then   
in each such case the Dividend Multiple thereafter applicable to the            
determination of the amount of Dividends which holders of shares of Series C    
Preferred Stock shall be entitled to receive shall be the Dividend Multiple     
applicable immediately prior to such event multiplied by a fraction the         
numerator of which is the number of shares of Class B Common Stock outstanding  
immediately after such event and the denominator of which is the number of      
shares of Class B Common Stock that were outstanding immediately prior to such  
event.                                                                          

  (2) The Corporation shall declare each Dividend at the same time it declares
any cash or non-cash dividend or distribution on the Class B Common Stock in    
respect of which a Dividend is required to be paid. No cash or non-cash         
dividend or distribution on the Class B Common Stock in respect of which a      
Dividend is required to be paid shall be paid or set aside for payment on the   
Class B Common Stock unless a Dividend in respect of such dividend or           
distribution on the Class B Common Stock shall be simultaneously paid, or set   
aside for payment, on the Series C Preferred Stock.                             

(3) All Dividends paid with respect to shares of the Series C Preferred   
Stock shall be paid pro rata on a share-by-share basis to the holders entitled  
thereto.                                                                        

 (4) The holders of shares of Series C Preferred Stock shall not be entitled
to receive any dividends or distributions except as provided herein.            

(c) Voting Rights. The holders of record of outstanding shares of Series C
Preferred Stock shall have the following voting rights:                         

  (1) Subject to the provisions for adjustment hereinafter set forth, each
share of Series C Preferred Stock shall entitle the holder thereof to 100   
votes on all matters submitted to a vote of the holders of the Common       
Stock. The number of votes which a holder of a share of Series C Preferred  
Stock is entitled to cast, as the same may be adjusted from time to time as 
hereinafter provided, is hereinafter referred to as the "Vote Multiple." In 
the event the Corporation shall, at any time after the issuance of any      
share or fraction of a share of Series C Preferred Stock, declare or pay    
any dividend on Class A Common Stock, payable in shares of Class A Common   
Stock, or effect a subdivision or split or a combination, consolidation or  
reverse split of the outstanding shares of Class A Common Stock into a      
greater or lesser number of shares of Class A Common Stock, then in each    
such case the Vote Multiple thereafter applicable to the determination of   
the number of votes per share to which holders of shares of Series C        
Preferred Stock shall be entitled after such event shall be the Vote        
Multiple applicable immediately prior to such event multiplied by a         
fraction the numerator of which is the number of shares of Class A Common   
Stock outstanding immediately after such event and the denominator of which 
is the number of shares of Class A Common Stock that were outstanding       
immediately prior to such event.                                            

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(2) Except as otherwise provided in this Restated Certificate of      
Incorporation or required by law, the holders of shares of Series C         
Preferred Stock and the holders of shares of Class A Common Stock shall     
vote together as one class on all matters submitted to a vote of            
shareholders of the Corporation.                                            

(3) Except as otherwise provided in this Restated Certificate of      
Incorporation or required by law, holders of Series C Preferred Stock shall 
have no other special voting rights and their consent shall not be required 
(except to the extent they are entitled to vote with holders of Class A     
Common Stock as set forth herein) for the taking of any corporate action.   

 (d) Conversion. The shares of Series C Preferred Stock shall be convertible
as follows:                                                                     

 (1) Each share of Series C Preferred Stock shall be convertible, at the
option of the holder thereof, at any time after the date of issuance of     
such share at the office of the Corporation or any transfer agent for the   
Series C Preferred Stock. Subject to the provisions for adjustment          
hereinafter set forth, each share of Series C Preferred Stock shall be      
convertible into 1000 shares of Class B Common Stock. The number of shares  
of Class B Common Stock into which each share of Series C Preferred Stock   
may be converted is hereinafter referred to as the "Conversion Rate." In    
the event the Corporation shall, at any time after the issuance of any      
share or fraction of a share of Series C Preferred Stock, declare or pay    
any dividend or make any distribution on Class B Common Stock payable in    
shares of Class B Common Stock, or effect a subdivision or split or a       
combination, consolidation or reverse split of the outstanding shares of    
Class B Common Stock into a greater or lesser number of shares of Class B   
Common Stock, then in each such case the Conversion Rate thereafter         
applicable shall be the Conversion Rate applicable immediately prior to     
such event multiplied by a fraction the numerator of which is the number of 
shares of Class B Common Stock outstanding immediately after such event and 
the denominator of which is the number of shares of Class B Common Stock    
that were outstanding immediately prior to such event.                      

(2) No fractional shares of Class B Common Stock shall be issued upon 
conversion of the Series C Preferred Stock. In lieu of any fractional       
shares to which the holder would otherwise be entitled, the Corporation     
shall pay cash equal to such fraction multiplied by the then Fair Market    
Value per share of the Class B Common Stock. For such purpose, all shares   
of Series C Preferred Stock being converted by a holder shall be            
aggregated, and any resulting fractional share of Class B Common Stock      
shall be paid in cash. Before any holder of shares of Series C Preferred    
Stock shall be entitled to convert the same into full shares of Class B     
Common Stock, and to receive certificates therefor, the holder shall        
surrender the certificate or certificates representing the shares of Series 
C Preferred Stock, duly endorsed, at the office of the Corporation or of    
any transfer agent for the Series C Preferred Stock, and shall give written 
notice to the Corporation at such office that such holder elects to convert 
the same.                                                                   

  The Corporation shall, as soon as practicable after such delivery, issue
and deliver at such office to such holder of Series C Preferred Stock a     
certificate or certificates for the number of shares of Class B Common      
Stock to which such holder shall be entitled and a check payable to such    
holder in the amount of any cash amount payable as the result of a          
conversion into fractional shares of Class B Common Stock, plus any         
declared and unpaid dividends on the converted Series C Preferred Stock.    
Such conversion shall be deemed to have been made immediately prior to the  
close of business on the date of receipt of such surrender of the shares of 
Series C Preferred Stock to be converted, and the person or persons         
entitled to receive the shares of Class B Common Stock issuable upon such   
conversion shall be treated for all purposes as the record holder or        
holders of such shares of Class B Common Stock on such date.                

  (3) The Corporation shall at all times reserve and keep available out of
its authorized but unissued shares of Class B Common Stock, solely for the  
purpose of effecting the conversion of the shares of Series C Preferred     
Stock, such number of shares of Class B Common Stock as shall from time to  
time be sufficient to effect the conversion of all outstanding shares of    
Series C Preferred Stock.                                                   

 (4) Any notice required by the provisions of this Section 4 to be given
to the holders of shares of Series C Preferred Stock or to the Corporation  
shall be given via facsimile transmission or via certified or registered    
U.S. mail or via private overnight delivery service, if to the holder, at   
(615) 316-6570 or such                                                      

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holder's address appearing on the books of the Corporation, and if to the   
Corporation, at 1515 Broadway, New York, NY 10036, attention General        
Counsel, facsimile no.: 212-258-6134, or such other facsimile number or     
address as the holder or the Corporation shall notify the other of in       
accordance with the notice provisions set forth in this paragraph (d)(5).   
Notice shall be deemed to have been given on the date of facsimile          
transmission (if the notice is faxed) or five days after mailing (if the    
notice is mailed) or the day after the notice is given to the delivery      
service (if sent by overnight courier).                                     

(e) Certain Restrictions.                                                 

(1) Whenever Dividends are in arrears or the Corporation shall be in  
default on payment thereof, thereafter and until all accrued and unpaid     
Dividends, whether or not declared, on shares of Series C Preferred Stock   
outstanding shall have been paid or set irrevocably aside for payment in    
full, and in addition to any and all other rights which any holder of       
shares of Series C Preferred Stock may have in such circumstances, the      
Corporation shall not:                                                      

  (i) declare or pay dividends on, make any other distributions on, or
redeem or purchase or otherwise acquire for consideration, any shares   
of stock ranking junior (either as to dividends or upon liquidation,    
dissolution or winding up) to the Series C Preferred Stock;             

 (ii) declare or pay dividends on or make any other distributions on
any shares of stock ranking on a parity as to dividends with the Series 
C Preferred Stock, unless dividends are paid ratably on the Series C    
Preferred Stock and all such parity stock on which dividends are        
payable or in arrears in proportion to the total amounts to which the   
holders of all such shares are then entitled if the full dividends      
accrued thereon were to be paid;                                        

(iii) except as permitted by subparagraph (iv) of this paragraph  
(e)(1), redeem or purchase or otherwise acquire for consideration       
shares of any stock ranking on a parity (either as to dividends or upon 
liquidation, dissolution or winding up) with the Series C Preferred     
Stock, provided that the Corporation may at any time redeem, purchase   
or otherwise acquire shares of any such parity stock in exchange for    
shares of any stock of the Corporation ranking junior (both as to       
dividends and upon liquidation, dissolution or winding up) to the       
Series C Preferred Stock; or                                            

(iv) purchase or otherwise acquire for consideration any shares of
Series C Preferred Stock, or any shares of stock ranking on a parity    
with the Series C Preferred Stock (either as to dividends or upon       
liquidation, dissolution or winding up) except as permitted by          
subparagraph (iii) of this paragraph (e)(1) or in accordance with a     
purchase offer made to all holders of such shares upon such terms as    
the Board of Directors, after consideration of the respective annual    
dividend rates and other relative rights and preferences of the         
respective series and classes, shall determine in good faith will       
result in fair and equitable treatment among the respective series or   
classes.                                                                

(2) The Corporation shall not permit any Subsidiary (as hereinafter   
defined) of the Corporation to purchase or otherwise acquire for            
consideration any shares of stock of the Corporation unless the Corporation 
could, under subparagraph (1) of this paragraph (e), purchase or otherwise  
acquire such shares at such time and in such manner. A "Subsidiary" of the  
Corporation shall mean any corporation or other entity of which securities  
or other ownership interests entitled to cast at least a majority of the    
votes that would be entitled to be cast in an election of the board of      
directors of such corporation or other entity or other persons performing   
similar functions are beneficially owned, directly or indirectly, by the    
Corporation or by any corporation or other entity that is otherwise         
controlled by the Corporation.                                              

(3) The Corporation shall not issue any shares of Series C Preferred  
Stock except pursuant to the Merger Agreement, a copy of which is on file   
with the Secretary of the Corporation at its principal executive offices    
and shall be made available to holders of Series C Preferred Stock without  
charge upon written request therefor addressed to the Secretary of the      
Corporation at the address set forth in paragraph (d)(4) above.             
Notwithstanding the foregoing sentence, nothing contained in the provisions 
of this Article IV shall prohibit or restrict the Corporation from issuing  
for any purpose any series of Preferred Stock with rights and privileges    
similar to, different from, or greater than, those of the Series C          
Preferred Stock                                                             

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or, subject to the limitations set forth in paragraph (n), from creating    
other securities senior to, junior to or on a parity with the Series C      
Preferred Stock.                                                            

(f) Reacquired Shares. Any shares of Series C Preferred Stock purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired 
and canceled promptly after the acquisition thereof. All such shares upon their 
retirement and cancellation shall become authorized but unissued shares of      
Preferred Stock, without designation as to series, and such shares may be       
redesignated and reissued as part of any series of Preferred Stock.             

(g) Liquidation, Dissolution or Winding Up.                               

  (1) Upon any voluntary or involuntary liquidation, dissolution or winding up
of the Corporation, no distribution shall be made (i) to the holders of shares  
of stock ranking junior (upon liquidation, dissolution or winding up) to the    
Series C Preferred Stock unless the holders of shares of Series C Preferred     
Stock outstanding shall have received out of the assets of the Corporation      
available for distribution to its shareholders after payment or provision for   
payment of any securities ranking senior to the Series C Preferred Stock, for   
each share of Series C Preferred Stock, subject to adjustment as hereinafter    
provided, (A) $.01 plus an amount equal to accrued and unpaid dividends and     
distributions thereon, whether or not declared, to the date of such payment or, 
(B) if greater than the amount specified in clause (i)(A) of this sentence, an  
amount equal to 1000 times the aggregate amount to be distributed per share to  
holders of Class B Common Stock, as the same may be adjusted as hereinafter     
provided, and (ii) to the holders of stock ranking on a parity upon             
liquidation, dissolution or winding up with the Series C Preferred Stock,       
unless simultaneously therewith distributions are made ratably on the Series C  
Preferred Stock and all other shares of such parity stock in proportion to the  
total amounts to which the holders of shares of Series C Preferred Stock are    
entitled under clause (i)(A) of this sentence and to which the holders of such  
parity shares are entitled, in each case upon such liquidation, dissolution or  
winding up. The amount to which holders of Series C Preferred Stock may be      
entitled upon liquidation, dissolution or winding up of the Corporation         
pursuant to clause (i)(B) of the foregoing sentence is hereinafter referred to  
as the "Participation Liquidation Amount" and the multiple of the amount to be  
distributed to holders of shares of Class B Common Stock upon the liquidation,  
dissolution or winding up of the Corporation applicable pursuant to said clause 
to the determination of the Participating Liquidation Amount, as said multiple  
may be adjusted from time to time as hereinafter provided, is hereinafter       
referred to as the "Liquidation Multiple". In the event the Corporation shall,  
at any time after the issuance of any share or fraction of a share of Series C  
Preferred Stock, declare or pay any dividend or make any distribution on Class  
B Common Stock payable in shares of Class B Common Stock, or effect a           
subdivision or split or a combination, consolidation or reverse split of the    
outstanding shares of Class B Common Stock into a greater or lesser number of   
shares of Class B Common Stock, then in each such case the Liquidation Multiple 
thereafter applicable to the determination of the Participating Liquidation     
Amount to which holders of Series C Preferred Stock shall be entitled after     
such event shall be the Liquidation Multiple applicable immediately prior to    
such event multiplied by a fraction the numerator of which is the number of     
shares of Common Stock outstanding immediately after such event and the         
denominator of which is the number of shares of Common Stock that were          
outstanding immediately prior to such event. Except as provided in this         
paragraph (g)(1), holders of Series C Preferred Stock shall not be entitled to  
any distribution in the event of liquidation, dissolution or winding up of the  
Corporation.                                                                    

(2) For the purposes of this paragraph (g), none of the following shall be
deemed to be a voluntary or involuntary liquidation, dissolution or winding up  
of the Corporation:                                                             

(i) the voluntary sale, conveyance, lease, exchange or transfer (for  
cash, shares of stock, securities or other consideration) of all or         
substantially all of the property or assets of the Corporation;             

 (ii) the consolidation or merger of the Corporation with or into one or
more other corporations or other associations;                              

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(iii) the consolidation or merger of one or more corporations or other
associations with or into the Corporation; or                               

(iv) the participation by the Corporation in a share exchange.        

(h) Certain Reclassifications and Other Events.                           

(1) In the event that holders of shares of Class B Common Stock receive,  
after the issuance of any share or fraction of a share of Series C Preferred    
Stock, in respect of their shares of Class B Common Stock any share of capital  
stock of the Corporation (other than any share of Class B Common Stock),        
whether by way of reclassification, recapitalization, reorganization, dividend  
or other distribution or otherwise (a "Class B Transaction"), then, and in each 
such event, the dividend rights, conversion rights and rights upon the          
liquidation, dissolution or winding up of the Corporation of the shares of      
Series C Preferred Stock shall be adjusted so that after such Transaction the   
holders of Series C Preferred Stock shall be entitled, in respect of each share 
of Series C Preferred Stock held, in addition to such rights in respect thereof 
to which such holder was entitled immediately prior to such adjustment, (i) to  
such additional dividends as equal the Dividend Multiple in effect immediately  
prior to such Class B Transaction multiplied by the additional dividends which  
the holder of a share of Class B Common Stock shall be entitled to receive by   
virtue of the receipt in the Class B Transaction of such capital stock, (ii)    
upon surrender of shares of Series C Preferred Stock for conversion, to the     
aggregate number and kind of shares of capital stock of the Corporation which,  
if such shares of Series C Preferred Stock had been converted immediately prior 
to such Class B Transaction, such holder would have been entitled to receive by 
virtue of such Class B Transaction and (iii) to such additional distributions   
upon liquidation, dissolution or winding up of the Corporation as equal the     
Liquidation Multiple in effect immediately prior to such Class B Transaction    
multiplied by the additional amount which the holder of a share of Class B      
Common Stock shall be entitled to receive upon liquidation, dissolution or      
winding up of the Corporation by virtue of the receipt in the Class B           
Transaction of such capital stock, as the case may be, all as provided by the   
terms of such capital stock.                                                    

(2) In the event that holders of shares of Class A Common Stock receive,  
after the issuance of any share or fraction of a share of Series C Preferred    
Stock, in respect of their shares of Class A Common Stock any share of capital  
stock of the Corporation (other than any share of Class A Common Stock),        
whether by way of reclassification, recapitalization, reorganization, dividend  
or other distribution or otherwise (a "Class A Transaction"), then, and in each 
such event, the voting rights of the shares of Series C Preferred Stock shall   
be adjusted so that after such Class A Transaction the holders of Series C      
Preferred Stock shall be entitled, in respect of each share of Series C         
Preferred Stock held, in addition to such rights in respect thereof to which    
such holder was entitled immediately prior to such adjustment, to such          
additional voting rights as equal the Vote Multiple in effect immediately prior 
to such Class A Transaction multiplied by the additional voting rights to which 
the holder of a share of Class A Common Stock shall be entitled by virtue of    
the receipt in the Class A Transaction of such capital stock.                   

(3) In the event that holders of shares of Class B Common Stock receive,  
after the issuance of any share or fraction of a share of Series C Preferred    
Stock, in respect of their shares of Class B Common Stock any right or warrant  
to purchase Class B Common Stock (including as such a right, for all purposes   
of this paragraph (h)(3), any security convertible into or exchangeable for     
Class B Common Stock) at a purchase price per share less than the Fair Market   
Value of a share of Class B Common Stock on the date of issuance of such right  
or warrant, then and in each such event the dividend rights, conversion rights  
and rights upon the liquidation, dissolution or winding up of the Corporation   
of the shares of Series C Preferred Stock shall each be adjusted so that after  
such event the Dividend Multiple, the Conversion Rate and the Liquidation       
Multiple shall each be the product of the Dividend Multiple, the Conversion     
Rate and the Liquidation Multiple, as the case may be, in effect immediately    
prior to such event multiplied by a fraction the numerator of which shall be    
the number of shares of Class B Common Stock outstanding immediately before     
such issuance of rights or warrants plus the maximum number of shares of Class  
B Common Stock which could be acquired upon exercise in full of all such rights 
or warrants and the denominator of which shall be the number of shares of Class 
B Common Stock                                                                  

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outstanding immediately before such issuance of rights or warrants plus the     
number of shares of Class B Common Stock which could be purchased, at the Fair  
Market Value of the Class B Common Stock at the time of such issuance, by the   
maximum aggregate consideration payable upon exercise in full of all such       
rights or warrants.                                                             

(4) In the event that holders of shares of Class A Common Stock receive,  
after the issuance of any share or fraction of a share of Series C Preferred    
Stock, in respect of their shares of Class A Common Stock any right or warrant  
to purchase Class A Common Stock (including as such a right, for all purposes   
of this paragraph (h)(4), any security convertible into or exchangeable for     
Class A Common Stock) at a purchase price per share less than the Fair Market   
Value of a share of Class A Common Stock on the date of issuance of such right  
or warrant, then and in each such event the voting rights of the shares of      
Series C Preferred Stock shall be adjusted so that after such event the Vote    
Multiple shall be the product of the Vote Multiple in effect immediately prior  
to such event multiplied by a fraction the numerator of which shall be the      
number of shares of Class A Common Stock outstanding immediately before such    
issuance of rights or warrants plus the maximum number of shares of Class A     
Common Stock which could be acquired upon exercise in full of all such rights   
or warrants and the denominator of which shall be the number of shares of Class 
A Common Stock outstanding immediately before such issuance of rights or        
warrants plus the number of shares of Class A Common Stock which could be       
purchased, at the Fair Market Value of the Class A Common Stock at the time of  
such issuance, by the maximum aggregate consideration payable upon exercise in  
full of all such rights or warrants.                                            

(5) In the event that holders of shares of Class B Common Stock of the    
Corporation receive, after the issuance of any share or fraction of a share of  
Series C Preferred Stock, in respect of their shares of Class B Common Stock    
any right or warrant to purchase capital stock of the Corporation (other than   
shares of Class B Common Stock), including as such a right, for all purposes of 
this paragraph (h)(5), any security convertible into or exchangeable for        
capital stock of the Corporation (other than Class B Common Stock) at a         
purchase price per share less than the Fair Market Value of a share of such     
capital stock on the date of issuance of such right or warrant, then and in     
each such event the dividend rights, conversion rights and rights upon          
liquidation, dissolution or winding up of the Corporation of the shares of      
Series C Preferred Stock shall each be adjusted so that after such event each   
holder of a share of Series C Preferred Stock shall be entitled, in respect of  
each share of Series C Preferred Stock held, in addition to such rights in      
respect thereof to which such holder was entitled immediately prior to such     
event, to receive (i) such additional dividends as equal the Dividend Multiple  
in effect immediately prior to such event multiplied, first, by the additional  
dividends to which the holder of a share of Class B Common Stock shall be       
entitled upon exercise of such right or warrant by virtue of the capital stock  
which could be acquired upon such exercise, and multiplied again by the         
Discount Fraction (as hereinafter defined), (ii) such additional conversion     
rights as equal the Conversion Rate in effect immediately prior to such event   
multiplied by a fraction the numerator of which shall be the Fair Market Value  
per share of Class B Common Stock on the date of such event less the Fair       
Market Value of the portion of the right or warrant so distributed applicable   
to one share of Class B Common Stock and the denominator of which shall be the  
Fair Market Value per share of Class B Common Stock on the date of such event   
and (iii) such additional distributions upon liquidation, dissolution or        
winding up of the Corporation as equal the Liquidation Multiple in effect       
immediately prior to such event multiplied, first, by the additional amount     
which the holder of a share of Class B Common Stock shall be entitled to        
receive upon liquidation, dissolution or winding up of the Corporation upon     
exercise of such right or warrant by virtue of the capital stock which could be 
acquired upon such exercise, and multiplied again by the Discount Fraction. For 
purposes of this paragraph, the "Discount Fraction" shall be a fraction the     
numerator of which shall be the difference between the Fair Market Value of a   
share of the capital stock subject to a right or warrant distributed to holders 
of shares of Class B Common Stock of the Corporation as contemplated by this    
paragraph (h)(5) immediately after the distribution thereof and the purchase    
price per share for such share of capital stock pursuant to such right or       
warrant and the denominator of which shall be the Fair Market Value of a share  
of such capital stock immediately after the distribution of such right or       
warrant.                                                                        

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(6) In the event that holders of shares of Class A Common Stock of the    
Corporation receive, after the issuance of any share or fraction of a share of  
Series C Preferred Stock, in respect of their shares of Class A Common Stock    
any right or warrant to purchase capital stock of the Corporation (other than   
shares of Class A Common Stock), including as such a right, for all purposes of 
this paragraph (h)(6), any security convertible into or exchangeable for        
capital stock of the Corporation (other than Class A Common Stock) at a         
purchase price per share less than the Fair Market Value of a share of such     
capital stock on the date of issuance of such right or warrant, then and in     
each such event the voting rights of the shares of Series C Preferred Stock     
shall be adjusted so that after such event each holder of a share of Series C   
Preferred Stock shall be entitled, in respect of each share of Series C         
Preferred Stock held, in addition to such rights in respect thereof to which    
such holder was entitled immediately prior to such event, to receive such       
additional voting rights as equal the Vote Multiple in effect immediately prior 
to such event multiplied, first, by the additional voting rights to which the   
holder of a share of Class A Common Stock shall be entitled upon exercise of    
such right or warrant by virtue of the capital stock which could be acquired    
upon such exercise, and multiplied again by the Voting Discount Fraction (as    
hereinafter defined). For purposes of this paragraph, the "Voting Discount      
Fraction" shall be a fraction the numerator of which shall be the difference    
between the Fair Market Value of a share of the capital stock subject to a      
right or warrant distributed to holders of shares of Class A Common Stock of    
the Corporation as contemplated by this paragraph (h)(6) immediately after the  
distribution thereof and the purchase price per share for such share of capital 
stock pursuant to such right or warrant and the denominator of which shall be   
the Fair Market Value of a share of such capital stock immediately after the    
distribution of such right or warrant.]                                         

  (7) For purposes of this Section 5 of Article IV, the "Fair Market Value" of
a share of capital stock of the Corporation on any date shall be deemed to be   
the average of the daily closing price per share thereof over the 15            
consecutive Trading Days (as hereinafter defined) immediately prior to such     
date; provided, however, that in the event the Fair Market Value of any such    
share of capital stock is determined during a period which includes any date    
that is within 15 Trading Days after (i) the ex-dividend date for a dividend or 
distribution on stock payable in shares of such stock or securities convertible 
into shares of such stock, or (ii) the effective date of any subdivision,       
split, combination, consolidation, reverse stock split or reclassification of   
such capital stock, then, and in each such case, the Fair Market Value shall be 
appropriately adjusted by the Board of Directors of the Corporation to take     
into account ex-dividend or post-effective date trading. The closing price for  
any day shall be the last sale price, regular way, or, in case no such sale     
takes place on such day, the average of the closing bid and asked prices,       
regular way (in either case, as reported in the applicable transaction          
reporting system with respect to securities listed or admitted to trading on    
the New York Stock Exchange), or, if the shares are not listed or admitted to   
trading on the New York Stock Exchange, as reported in the applicable           
transaction reporting system with respect to securities listed on the principal 
national securities exchange on which the shares are listed or admitted to      
trading or, if the shares are not listed or admitted to trading on any national 
securities exchange, the last quoted price or, if not so quoted, the average of 
the high bid and low asked prices in the over-the-counter market, as reported   
by The Nasdaq Stock Market or such other system then in use, or if on any such  
date the shares are not quoted by any such organization, the average of the     
closing bid and asked prices as furnished by a professional market maker making 
a market in the shares selected by the Board of Directors of the Corporation.   
The term "Trading Day" shall mean a day on which the principal national         
securities exchange on which the shares are listed or admitted to trading is    
open for the transaction of business or, if the shares are not listed or        
admitted to trading on any national securities exchange, on which the New York  
Stock Exchange or such other national securities exchange as may be selected by 
the Board of Directors of the Corporation is open. If the shares are not        
publicly held or not so listed or traded on any day within the 15 Trading Day   
period applicable to the determination of Fair Market Value thereof as          
aforesaid, "Fair Market Value" shall mean the fair market value thereof per     
share as determined in good faith by the Board of Directors of the Corporation. 
In either case referred to in the foregoing sentence, the determination of Fair 
Market Value shall be described in a statement filed with the Secretary of the  
Corporation.                                                                    

  (i) Consolidation, Merger, etc. In case the Corporation shall enter into any
consolidation, merger, division, share exchange, combination, sale of all or    
substantially all of the Corporation's assets, or other                         

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transaction in which the shares of Class B Common Stock are exchanged for or    
changed into other securities, cash and/or any other property, then in any such 
case each outstanding share of Series C Preferred Stock shall at the same time  
be similarly exchanged for or changed into the aggregate amount of securities,  
cash and/or other property (payable in like kind), as the case may be, for      
which or into which each share of Class B Common Stock is changed or exchanged  
multiplied by the highest of the Dividend Multiple, the Conversion Rate or the  
Liquidation Multiple in effect immediately prior to such event; provided,       
however, that no fractional share or scrip representing fractional shares of    
any other securities shall be issued. Instead of any fractional interest in a   
share of such other securities which would otherwise be deliverable pursuant to 
this paragraph (i), the Corporation will pay to the holder thereof an amount in 
cash (computed to the nearest cent) equal to the same fraction of the Fair      
Market Value of a share of such other security or such other amount as may be   
set forth in the agreement governing the related consolidation, division, share 
exchange, combination, sale of all or substantially all of the Corporation's    
assets or other transactions.                                                   

(j) Effective Time of Adjustments.                                        

(1) Adjustments to the Series C Preferred Stock required by the provisions
hereof shall be effective as of the time at which the event requiring such      
adjustments occurs.                                                             

(2) The Corporation shall give prompt written notice to each holder of a  
share of outstanding Series C Preferred Stock of the effect of any adjustment   
to the voting rights, dividend rights, conversion rights or rights upon         
liquidation, dissolution or winding up of the Corporation of such shares        
required by the provisions hereof. Notwithstanding the foregoing sentence, the  
failure of the Corporation to give such notice shall not affect the validity or 
the force or effect of, or the requirement for, such adjustment.                

(k)  No Redemption.  The shares of Series C Preferred Stock shall not be  
redeemable at the option of the Corporation or any holder thereof.              
Notwithstanding the foregoing sentence of this paragraph (11), the Corporation  
may acquire shares of Series C Preferred Stock in any other manner permitted by 
law, the provisions of this Restated Certificate of Incorporation.              

(l) Ranking. Unless otherwise provided in this Restated Certificate of    
Incorporation or in any certificate of designation relating to the              
determination of a subsequent series of Preferred Stock, the Series C Preferred 
Stock shall rank senior to the Class B Common Stock and the Class A Common      
Stock and the Series C Preferred Stock shall rank junior to all other series of 
Preferred Stock as to the payment of dividends and the distribution of assets   
on liquidation, dissolution or winding up.                                      

(m) Limitations. Except as may otherwise be required by law, the shares of
Series C Preferred Stock shall not have any powers, preferences or relative,    
participating, optional or other special rights other than those specifically   
set forth in this Article IV (as such may be amended from time to time) or      
otherwise in the Restated Certificate of Incorporation.                         

(n) Amendment. So long as any shares of the Series C Preferred Stock are  
outstanding, the Corporation shall not amend this Article IV or the Restated    
Certificate of Incorporation in any manner which would alter or change the      
rights, preferences or limitations of the Series C Preferred Stock so as to     
affect such rights, preferences or limitations in any material respect          
prejudicial to the holders of the Series C Preferred Stock without, in addition 
to any other vote of shareholders required by law, the affirmative vote of the  
holders of at least two-thirds of the outstanding shares of Series C Preferred  
Stock, voting together as a single class either in writing or by resolution     
adopted at an annual or special meeting called for the purpose; provided,       
however, that the creation of another series of Preferred Stock ranking senior  
to or on a parity with the Series C Preferred Stock as to the payment of        
dividends or the distribution of assets on liquidation, dissolution or winding  
up, or which has equivalent or greater voting rights than the Series C          
Preferred Stock, in each case shall not be deemed to be prejudicial to the      
holders of the Series C Preferred Stock for the purposes of this paragraph (n). 

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ARTICLE V 

Directors 

(1) Power of the Board of Directors. Subject to Article XIII of this      
Restated Certificate of Incorporation, the property and business of the         
Corporation shall be controlled and managed by or under the direction of its    
Board of Directors. In furtherance, and not in limitation of the powers         
conferred by the laws of the State of Delaware, the Board of Directors is       
expressly authorized, subject in all cases to Article XIII of this Restated     
Certificate of Incorporation:                                                   

(a) To make, alter, amend or repeal the By-Laws of the Corporation;   
provided that no By-Laws hereafter adopted shall invalidate any prior act   
of the Directors that would have been valid if such By-Laws had not been    
adopted;                                                                    

(b) To determine the rights, powers, duties, rules and procedures that
affect the power of the Board of Directors to manage and direct the         
property, business and affairs of the Corporation, including, without       
limitation, the power to designate and empower committees of the Board of   
Directors, to elect, appoint and empower the officers and other agents of   
the Corporation, and to determine the time and place of, and the notice     
requirements for Board meetings, as well as the manner of taking Board      
action; and                                                                 

  (c) To exercise all such powers and do all such acts as may be exercised
by the Corporation, subject to the provisions of the laws of the State of   
Delaware, this Restated Certificate of Incorporation, and the By-Laws of    
the Corporation.                                                            

(2) Number and Qualifications of Directors. The number of directors       
constituting the entire Board of Directors shall be fixed from time to time by  
resolution of the Board of Directors but shall not be less than three nor more  
than twenty. Directors shall be elected to hold office for a term of one year.  
As used in this Restated Certificate of Incorporation, the term "entire Board   
of Directors" means the total number of Directors fixed in the manner provided  
in this Article V Section (2) and in the By-Laws.                               

ARTICLE VI

Indemnification Of Directors, 
Officers and Others 

(1) Action Not By or on Behalf of Corporation. The Corporation 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 Corporation) by reason of the fact that he is or was a         
Director, officer, employee or agent of the Corporation, or is or was serving   
at the request of the Corporation as a director, officer, employee or agent     
(including, without limitation, a trustee) of another corporation, partnership, 
joint venture, trust or other enterprise, against judgments, fines, amounts     
paid in settlement and expenses (including, without limitation, attorneys'      
fees), actually and reasonably incurred by him in connection with such action,  
suit or proceeding if he acted in good faith and in a manner reasonably         
believed to be in or not opposed to the best interests of the Corporation, 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 Corporation, and, 
with respect to any criminal action or proceeding, had reasonable cause to      
believe that his conduct was unlawful.                                          

(2) Action By or on Behalf of Corporation. The Corporation 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       
Corporation 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 Corporation, or is or was  
serving at the request of the Corporation as a                                  

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director, officer, employee or agent of another corporation, partnership, joint 
venture, trust, or other enterprise against expenses (including, without        
limitation, 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 Corporation, 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 Corporation 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 indemnity for such expenses which the court shall deem proper.               

(3) Successful Defense. To the extent that a present or former Director,  
officer, employee or agent of the Corporation has been successful on the merits 
or otherwise in defense of any action, suit or proceeding referred to in        
Section 1 or 2 of this Article VI, or in defense of any claim, issue or matter  
therein, he shall be indemnified against expenses (including, without           
limitation, attorneys' fees) actually and reasonably incurred by him in         
connection therewith.                                                           

 (4) Determination of Right to Indemnification in Certain Circumstances. Any
indemnification under Section 1 or 2 of this Article VI (unless ordered by a    
court) shall be made by the Corporation 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 set forth in Section 1 or 2 of this Article  
IV. 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 proceeding, 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           
Corporation entitled to vote thereon.                                           

(5) Advance Payment of Expenses.                                          

(a) Expenses (including attorneys' fees) incurred by a Director or    
officer in defending any civil, criminal, administrative or investigative   
action, suit or proceeding shall be paid by the Corporation in advance of   
the final disposition of such action, suit or proceeding upon receipt of an 
undertaking by or on behalf of such Director or officer, to repay such      
amount if it shall ultimately be determined that he is not entitled to be   
indemnified by the Corporation as authorized in this Article.               

 (b) Expenses (including attorneys' fees) incurred by any other employee
or agent in defending any civil, criminal, administrative or investigative  
action, suit or proceeding may be paid by the Corporation in advance of the 
final disposition of such action, suit or proceeding upon such terms and    
conditions, if any, as the Corporation deems appropriate.                   

 (6) Not Exclusive. The indemnification and advancement of expenses provided
by, or granted pursuant to, the other sections of this Article VI 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 his official capacity and as to action in another capacity      
while holding such office. Without limiting the foregoing, the Corporation is   
authorized to enter into an agreement with any Director, officer, employee or   
agent of the Corporation providing indemnification for such person against      
expenses, including, without limitation, attorneys' fees, judgments, fines and  
amounts paid in settlement that result from any threatened, pending or          
completed action, suit, or proceeding, whether civil, criminal, administrative  
or investigative, including, without limitation, any action by or in the right  
of the Corporation, that arises by reason of the fact that such person is or    
was a Director, officer, employee or agent of the Corporation, or is or was     
serving at the request of the Corporation 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.                                               

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  (7) Insurance. The Corporation may purchase and maintain insurance on behalf
of any person who is or was a Director, officer, employee or agent of the       
Corporation, or is or was serving as the request of the Corporation 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 Corporation would have the power to indemnify him against    
such liability under the provisions of this Article VI.                         

(8) Certain Definitions. For the purposes of this Article VI, (A) any     
Director, officer, employee or agent of the Corporation who shall serve as a    
director, officer, employee or agent of any other corporation, joint venture,   
trust or other enterprise of which the Corporation, directly or indirectly, is  
or was a stockholder or creditor, or in which the Corporation is or was in any  
way interested, or (B) any director, officer, employee or agent of any          
subsidiary corporation, joint venture, trust or other enterprise wholly owned   
by the Corporation, shall be deemed to be serving as such director, officer,    
employee or agent at the request of the Corporation, unless the Board of        
Directors of the Corporation shall determine otherwise. In all other instances  
where any person shall serve as a director, officer, employee or agent of       
another corporation, joint venture, trust or other enterprise of which the      
Corporation is or was a stockholder or creditor, or in which it is or was       
otherwise interested, if it is not otherwise established that such person is or 
was serving as such director, officer, employee or agent at the request of the  
Corporation, the Board of Directors of the Corporation may determine whether    
such service is or was at the request of the Corporation, and it shall not be   
necessary to show any actual or prior request for such service. For purposes of 
this Article VI, references to a corporation include all constituent            
corporations absorbed in a consolidation or merger as well as the resulting or  
surviving corporation so that any person who is or was a director, officer,     
employee or agent of such a constituent corporation or is or was serving at the 
request of such constituent corporation as a director, officer, employee or     
agent of another corporation, joint venture, trust or other enterprise shall    
stand in the same position under the provisions of this Article VI with respect 
to the resulting or surviving corporation as he would if he had served the      
resulting or surviving corporation in the same capacity. For purposes of this   
Article VI, references to "other enterprises" shall include employee benefit    
plans; references to "fines" shall include any excise taxes assessed on a       
person with respect to an employee benefit plan; and references to "serving at  
the request of the Corporation" shall include any service as a director,        
officer, employee or agent of the Corporation which imposes duties on, or       
involves services by, such director, officer, employee, or agent with respect   
to an employee benefit plan, its participants, or beneficiaries, and a person   
who acted in good faith and in a manner he reasonably believed to be in the     
interest of the participants and beneficiaries of an employee benefit plan      
shall be deemed to have acted in a manner "not opposed to the best interests of 
the Corporation" as referred to in this Article VI.                             

 (9) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article VI shall, unless otherwise provided when authorized   
or ratified, continue as to a person who has ceased to be a director, officer,  
employee or agent and shall inure to the benefit of the heirs, executors and    
administrators of such a person.                                                

ARTICLE VII 

Director Liability to the Corporation 

(a) A Director's liability to the Corporation for breach of duty to the   
Corporation or its stockholders shall be limited to the fullest extent          
permitted by Delaware law as now in effect or hereafter amended. In particular  
no Director of the Corporation shall be liable to the Corporation or any of its 
stockholders for monetary damages for breach of fiduciary duty as a director,   
except for liability (i) for any breach of the Director's duty of loyalty to    
the Corporation or its stockholders, (ii) for acts or omissions not in good     
faith or which involve intentional misconduct or a knowing violation of law,    
(iii) under Section 174 of the Delaware General Corporation Law, as the same    
exists or hereafter may be amended, or (iv) for any transaction from which the  
Director derived an improper personal benefit.                                  

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(b) Any repeal or modification of the foregoing paragraph (a) by the      
stockholders of the Corporation entitled to vote thereon shall not adversely    
affect any right or protection of a director of the Corporation existing at the 
time of such repeal or modification.                                            

(c) If the General Corporation Law of the State of Delaware is amended to 
authorize corporate action further eliminating or limiting the liability of     
directors, then a director of the Corporation, in addition to the circumstances 
in which he is not now liable, shall be free of liability to the fullest extent 
permitted by the General Corporation Law of the State of Delaware, as so        
amended.                                                                        

ARTICLE VIII

Reservation of Right to Amend 
Certificate of Incorporation

Subject to Article XIII of this Restated Certificate of Incorporation, the
Corporation reserves the right to amend, alter, change or repeal any provision  
contained in this Restated Certificate of Incorporation in the manner now or    
hereafter prescribed by law, and all the provisions of this Restated            
Certificate of Incorporation and all rights and powers conferred in this        
Restated Certificate of Incorporation on stockholders, directors and officers   
are subject to this reserved power.                                             

  Each reference in the Restated Certificate of Incorporation to "the Restated
Certificate of Incorporation," "hereunder," "hereof," or words of like import   
and each reference to the Restated Certificate of Incorporation set forth in    
any amendment to the Restated Certificate of Incorporation shall mean and be a  
reference to the Restated Certificate of Incorporation as supplemented and      
amended through such amendment to the Restated Certificate of Incorporation.    

ARTICLE IX

Voting Rights 

 (1) Class A Common Stock. In addition to any other approval required by law
or by this Restated Certificate of Incorporation, the affirmative vote of a     
majority of the then outstanding shares of Class A Common Stock, voted          
separately as a class, shall be necessary to approve any consolidation of the   
Corporation with another corporation, any merger of the Corporation into        
another corporation or any merger of any other corporation into the Corporation 
pursuant to which shares of Common Stock are converted into or exchanged for    
any securities or any other consideration.                                      

  (2) Preferred Stock. Subject to Article XIII of this Restated Certificate of
Incorporation, in addition to any other approval required by law or by this     
Restated Certificate of Incorporation, each particular series of any class of   
Preferred Stock shall have such right to vote, if any, as shall be fixed in the 
resolution or resolutions, adopted by the Board of Directors, providing for the 
issuance of shares of such particular series.                                   

ARTICLE X 

Stock Ownership 
and the Federal Communications Laws 

(1) Requests for Information. So long as the Corporation or any of its    
subsidiaries holds any authorization from the Federal Communications Commission 
(or any successor thereto), if the Corporation has reason to believe that the   
ownership, or proposed ownership, of shares of capital stock of the Corporation 
by any stockholder or any person presenting any shares of capital stock of the  
Corporation for transfer into his name (a "Proposed Transferee") may be         
inconsistent with, or in violation of, any provision of the Federal             

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Communications Laws (as hereinafter defined), such stockholder or Proposed      
Transferee, upon request of the Corporation, shall furnish promptly to the      
Corporation such information (including, without limitation, information with   
respect to citizenship, other ownership interests and affiliations) as the      
Corporation shall reasonably request to determine whether the ownership of, or  
the exercise of any rights with respect to, shares of capital stock of the      
Corporation by such stockholder or Proposed Transferee is inconsistent with, or 
in violation of, the Federal Communications Laws. For purposes of this Article  
X, the term "Federal Communications Laws" shall mean any law of the United      
States now or hereafter in effect (and any regulation thereunder) pertaining to 
the ownership of, or the exercise of the rights of ownership with respect to,   
capital stock of corporations holding, directly or indirectly, Federal          
Communications Commissions authorizations, including, without limitation, the   
Communications Act of 1934, as amended (the "Communications Act"), and          
regulations thereunder pertaining to the ownership, or the exercise of the      
rights of ownership, of capital stock of corporations holding, directly or      
indirectly, Federal Communications Commission authorizations, by (i) aliens, as 
defined in or under the Communications Act, as it may be amended from time to   
time, (ii) persons and entities having interests in television or radio         
stations, daily newspapers and cable television systems or (iii) persons or     
entities, unilaterally or otherwise, seeking direct or indirect control of the  
Corporation, as construed under the Communications Act, without having obtained 
any requisite prior Federal regulatory approval to such control.                

(2) Denial of Rights, Refusal to Transfer. If any stockholder or Proposed 
Transferee from whom information is requested should fail to respond to such    
request pursuant to Section (1) of this Article or the Corporation shall        
conclude that the ownership of, or the exercise of any rights of ownership with 
respect to, shares of capital stock of the Corporation, by such stockholder or  
Proposed Transferee, could result in any inconsistency with, or violation of,   
the Federal Communications Laws, the Corporation may refuse to permit the       
transfer of shares of capital stock of the Corporation to such Proposed         
Transferee, or may suspend those rights of stock ownership the exercise of      
which would result in any inconsistency with, or violation of, the Federal      
Communications Laws, such refusal of transfer or suspension to remain in effect 
until the requested information has been received and the Corporation has       
determined that such transfer, or the exercise of such suspended rights, as the 
case may be, is permissible under the Federal Communications Laws, and the      
Corporation may exercise any and all appropriate remedies, at law or in equity, 
in any court of competent jurisdiction, against any such stockholder or         
Proposed Transferee, with a view towards obtaining such information or          
preventing or curing any situation which would cause any inconsistency with, or 
violation of, any provision of the Federal Communications Laws.                 

(3) Legends. The Corporation may note on the certificates of its capital  
stock that the shares represented by such certificates are subject to the       
restrictions set forth in this Article.                                         

(4) Certain Definitions. For purposes of this Article, the word "person"  
shall include not only natural persons but partnerships, associations,          
corporations, joint ventures and other entities, and the word "regulation"      
shall include not only regulations but rules, published policies and published  
controlling interpretations by an administrative agency or body empowered to    
administer a statutory provision of the Federal Communications Laws.            

ARTICLE XI
Transactions with Directors And Officers

No contract or transaction between the Corporation and one or more of its 
directors or officers, or between the Corporation and any other corporation,    
partnership, association, or other organization in which one or more of its     
directors or officers are directors or officers, or have a financial interest,  
shall be void or voidable solely for this reason, or solely because the         
director or officer is present at or participates in the meeting of the board   
or committee thereof which authorizes the contract or transaction, or solely    
because his or their votes are counted for such purpose if (a) the material     
facts as to his relationship or interest and as to the contract or transaction  
are disclosed or are known to the Board of Directors or the committee, and the  
Board of Directors                                                              

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or the committee in good faith authorizes the contract or transaction by the    
affirmative votes of a majority of the disinterested directors, even though the 
disinterested directors be less than a quorum, or (b) the material facts as to  
his relationship or interest and as to the contract or transaction are          
disclosed or are known to the stockholders entitled to vote thereon, and the    
contract or transaction is specifically approved in good faith by vote of such  
stockholders, or (c) the contract or transaction is fair as to the Corporation  
as of the time it is authorized, approved or ratified by the Board of           
Directors, a committee thereof, or the stockholders entitled to vote thereon.   
Common or interested directors may be counted in determining the presence of a  
quorum at a meeting of the Board of Directors or of a committee which           
authorizes the contract or transaction.                                         

ARTICLE XII 

Compromise and Reorganization 

Whenever a compromise or arrangement is proposed between this Corporation 
and its creditors or any class of them and/or between this Corporation and its  
stockholders or any class of them, any court of equitable jurisdiction within   
the State of Delaware may, on the application in a summary way of this          
Corporation or of any creditor or stockholder thereof or on the application of  
any receiver or receivers appointed for this Corporation under the provisions   
of Section 291 of Title 8 of the Delaware Code or on the application of         
trustees in dissolution or of any receiver or receivers appointed for this      
Corporation under the provisions of Section 279 of Title 8 of the Delaware Code 
order a meeting of the creditors or class of creditors, and/or of the           
stockholders or class of stockholders of this Corporation, as the case may be,  
to be summoned in such manner as the said court directs. If a majority in       
number representing three-fourths in value of the creditors or class of         
creditors, and/or of the stockholders or class of stockholders of this          
Corporation, as the case may be, agrees to any compromise or arrangement and to 
any reorganization of the Corporation as a consequence of such compromise or    
arrangement, the said compromise or arrangement and the said reorganization     
shall, if sanctioned by the court to which the said application has been made,  
be binding on all the creditors or class of creditors, and/or on all the        
stockholders or class of stockholders, of this Corporation, as the case may be, 
and also on this Corporation.                                                   

ARTICLE XIII

Governance of the Corporation 
During Specified Period 

(1) Definitions. As used in this Article XIII, the following terms shall  
have the following meanings:                                                    

(a) "CBS" shall mean CBS Corporation, a Pennsylvania corporation,     
immediately prior to the Effective Time.                                    

 (b) "CBS Directors" shall mean (i) eight (8) of those directors serving
as members of the Board of Directors of CBS on September 6, 1999 (or any    
Independent Directors elected or appointed prior to the Effective Time to   
serve as a CBS Director) who are designated as such by the Board of         
Directors of CBS prior to the Effective Time and (ii) any Replacement CBS   
Director (as defined in Section 2(b) of this Article XIII).                 

(c) "CEO" shall mean the Chief Executive Officer.                     

(d) "COO" shall mean the President and Chief Operating Officer.       

  (e) "Effective Time" shall mean the time of filing of the Certificate of
Merger to which this Certificate of Incorporation is attached.              

(f) "Independent Director" shall mean a disinterested, independent    
person (determined in accordance with customary standards for independent   
directors applicable to U.S. public companies).                             

 (g) "NAI" shall mean National Amusements, Inc., a Maryland corporation,
and its successors or assigns.                                              

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(h) "Specified Independent Directors" shall mean the directors of the 
Corporation first elected after 1993 and who are not management of the      
Corporation or NAI (together with any replacements of such persons).        

(i) "Specified Period" shall mean the period of three years commencing
at the Effective Time.                                                      

(j) "Stockholder Agreement" shall mean the Stockholder Agreement dated
as of September 6, 1999, by and between NAI and CBS, relating to            
Corporation governance matters.                                             

(k) "Viacom Directors" shall mean the ten (10) directors of the       
Corporation serving as the Board of Directors of the Corporation            
immediately prior to the Effective Time (including the Specified            
Independent Directors).                                                     

(2) Directors.                                                            

(a) Effective immediately at the Effective Time, the Board of Directors   
shall consist of eighteen (18) directors. The number of directors may be fixed  
by resolution of the Board from time to time, provided, however, that the size  
of the Board of Directors may not be changed during the Specified Period        
without the approval of at least fourteen (14) directors. At the Effective      
Time, ten (10) directors shall be Viacom Directors and eight (8) directors      
shall be CBS Directors.                                                         

(b) Until the expiration of the Specified Period, the Board of Directors  
(subject to the fiduciary duties of the directors) shall take all action        
necessary to ensure that any seat on the Board of Directors held by (i) a CBS   
Director which becomes vacant is filled promptly by a person qualifying as an   
Independent Director and designated to fill such seat by a majority of the CBS  
Directors remaining on the Board of Directors (a "Replacement CBS Director")    
and (ii) a Specified Independent Director which becomes vacant is filled        
promptly by an Independent Director who is the chief executive officer, chief   
operating officer or chief financial officer or former chief executive officer  
of a Fortune 500 company or a non-U.S. public company of comparable size.       

(c) During the Specified Period, all committees of the Board of Directors 
(other than the Compensation Committee and the Officers Nominating Committee)   
shall have such number of CBS Directors as equals the total number of members   
of the Committee multiplied by a fraction, the numerator of which is eight (8)  
and the denominator of which is eighteen (18), rounded to the closest whole     
number; provided that in no event shall any committee have (x) fewer than one   
(1) CBS Director or (y) less than a majority of Viacom Directors.               

(d) During the Specified Period, the Board of Directors shall not take any
action or fail to take any action which would have the effect of eliminating,   
limiting, restricting, avoiding or otherwise modifying the effect of the        
provisions set forth in this Article XIII (e.g., by creating a holding company  
structure if the certificate of incorporation or similar document of such       
holding company does not contain equivalent provisions).                        

(3) Chairman and Chief Executive Officer.                                 

(a) At the Effective Time, Sumner Redstone shall remain the Chairman and  
CEO. In the event that Sumner Redstone is not the CEO at the Effective Time or  
ceases to be the CEO at any time during the Specified Period, then Mel          
Karmazin, if he is COO at such time, shall succeed to the position of CEO for   
the remainder of the Specified Period. During any such period of succession,    
Mel Karmazin shall continue to exercise the powers, rights, functions and       
responsibilities of the COO in addition to exercising those of the CEO.         

(b) The Chairman shall chair all meetings of the Board of Directors and   
stockholders at which he is present.                                            

(c) The CEO shall be responsible, in consultation with the COO, for       
corporate policy and strategy and the COO shall consult on all major decisions  
with, and shall report directly to, the CEO, during the Specified               

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Period; provided, however, that the CEO shall not exercise any powers, rights,  
functions or responsibilities of the COO unless Mel Karmazin is the CEO.        

(4) President and Chief Operating Officer.                                

 (a) At the Effective Time, the President and Chief Operating Officer of the
Corporation shall be Mel Karmazin. During the Specified Period, Mel Karmazin    
may not be terminated or demoted from the position of COO (or, in the event     
that Sumner Redstone is not the CEO, from the position of CEO) and no COO       
Functions (as defined below) may be changed without the affirmative vote of at  
least fourteen (14) directors.                                                  

(b) Subject to the requirement that the COO consult with the CEO on all   
major decisions, the powers, rights, functions and responsibilities of the COO  
(collectively, the "COO Functions") shall include, without limitation, the      
following:                                                                      

(i) supervising, coordinating and managing the Corporation's business,
operations, activities, operating expenses and capital allocation;          

  (ii) matters relating to officers (other than the Chairman, CEO and COO)
and employees, including, without limitation, hiring (subject to (A) the    
specific Board of Directors authority described below with respect to the   
CFO, the General Counsel and the Controller and (B) Section 5 below),       
terminating, changing positions and allocating responsibilities of such     
officers and employees; and                                                 

(iii) substantially all of the powers, rights, functions and          
responsibilities typically exercised by a chief operating officer.          

All officers (other than the Chairman, CEO and COO) will report, directly or
indirectly, to the COO (this reporting relationship will be deemed a COO        
Function).                                                                      

(c) In the event that Mel Karmazin is not COO or CEO, the Board may       
terminate the COO's employment, eliminate the COO position and the Officers     
Nominating Committee and reallocate the COO Functions without regard to the     
other provisions of this Article XVIII.                                         

(5) Officers Nominating Committee; Compensation Committee.                

(a) Subject to the powers of the Compensation Committee set forth below,  
during the Specified Period, all powers of the Board of Directors, including,   
without limitation, the right to hire, elect, terminate, change positions,      
allocate responsibilities or determine non-equity compensation, with respect to 
officers and employees, shall be exercised, subject to clauses (b) and (c)      
below, by, and delegated to, the Officers Nominating Committee of the Board of  
Directors. The Officers Nominating Committee shall consist solely of the member 
of the Board of Directors who is the COO, except that in the event Mel Karmazin 
succeeds to the position of CEO, the sole member of the Officers Nominating     
Committee shall be the member of the Board of Directors who is the CEO.         

(b) The Officers Nominating Committee shall have no powers with respect to
the Chairman, CEO and COO, and shall not have the power to fill the positions   
of Chief Financial Officer, Controller or General Counsel of the Corporation    
without the approval of the Board of Directors; provided that this provision    
shall in no way affect the other powers and authorities of the Officers         
Nominating Committee with respect to the Chief Financial Officer, Controller    
and General Counsel positions, including, without limitation, the power to      
terminate employment of persons holding such positions.                         

(c) The Compensation Committee shall not be required to, or have any power
to, approve the annual compensation of (i) any employee if the total value of   
such employee's annual cash compensation (assuming for this purpose that the    
actual bonus of each officer and employee is equal to his or her target bonus)  
is less than $1 million or (ii) talent (as such term is commonly used in the    
media or entertainment industries), in each such case which power shall be      
delegated to the Officers Nominating Committee. The annual compensation of      

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all other officers and employees and any equity or equity-based compensation of 
any officer or employee must be approved by the Compensation Committee.         

 (d) The Compensation Committee shall consist of three CBS Directors who are
Independent Directors and three non-CBS Directors, two of whom will be the      
Specified Independent Directors and the other of whom will be an Independent    
Director.                                                                       

(e) Any decision or determination of the Officers Nominating Committee may
be reversed or overridden by (and only by) the affirmative vote of at least     
fourteen (14) directors.                                                        

(6) Stockholder Agreement.                                                

The Stockholder Agreement may not be amended, and no provision thereof may
be modified or waived, except with the approval of at least fourteen (14)       
directors.                                                                      

(7) Issuance of Voting Stock.                                             

During the Specified Period, in addition to any other approval required by
law or by this Restated Certificate of Incorporation, the Corporation may not   
issue (i) additional shares of Class A Common Stock or (ii) any shares of       
Preferred Stock or any other class or series of stock or securities, in each    
case with, or convertible into or exchangeable or exercisable for stock or      
other securities with, the right to vote on any matter on which stockholders    
are entitled to vote if the result would be that parties bound by the           
Stockholder Agreement could fail to own at least a majority of the outstanding  
shares of voting stock of the Corporation.                                      

(8) Voting.                                                               

During the Specified Period, except for those actions set forth on Annex I
to this Restated Certificate of Incorporation, which shall require the approval 
of the Board of Directors, all action by the Board of Directors shall require   
the affirmative vote of at least fourteen (14) directors. At all meetings of    
the Board of Directors a majority of the full Board of Directors shall          
constitute a quorum for the transaction of business and the act of a majority   
of the Directors present at any meeting at which there is a quorum shall be the 
act of the Board of Directors, except as may be otherwise specifically provided 
by statute or this Restated Certificate of Incorporation. If a quorum shall not 
be present at any meeting of the Board of Directors, the Directors present      
thereat may adjourn the meeting from time to time, without notice other than    
announcement at the meeting, until a quorum shall be present.                   

(9) Amendment.                                                            

Until the expiration of the Specified Period the provisions of any Article
of this Restated Certificate which refer to this Article XIII, the provisions   
of this Article XIII, and the provisions of Article VIII of the by-laws of the  
Corporation, may not be amended, altered, repealed or waived in any respect     
without the approval of at least fourteen (14) directors.                       

(10) Successors.                                                          

During the Specified Period, the provisions of this Article XIII shall be 
applicable to (i) any successor to the Corporation as the result of a merger,   
consolidation or other business combination, whether or not the Corporation is  
the surviving company in such transaction, or otherwise and (ii) any            
corporation or other entity with respect to which the Corporation or its        
successor is or becomes a direct or indirect subsidiary, the Board of Directors 
shall not permit the Corporation to be a party to any transaction which would   
not comply with the foregoing without the approval of at least fourteen (14)    
directors.                                                                      

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(11) Subsidiaries.                                                        

  The Board of Directors shall have the right, following consultation with the
COO or, if Mel Karmazin is the CEO, the CEO, with respect to any public company 
which is a subsidiary of the Corporation, to take such steps as the Board of    
Directors reasonably determines are necessary to implement corporate governance 
arrangements applicable to such subsidiary in a manner as consistent as         
practicable with the provisions contained in this Restated Certificate of       
Incorporation; provided that any such steps shall not vest in the Board of      
Directors greater power or provide the COO with fewer rights than those         
provided for in this Restated Certificate of Incorporation.                     

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                                                                         ANNEX I
                                                         TO VIACOM INC. RESTATED
                                                    CERTIFICATE OF INCORPORATION

 The provisions of this Annex I shall form a part of, and be incorporated in
all respects in, the Restated Certificate of Incorporation to which this Annex  
I is attached. The following actions shall require the approval of a majority   
of the directors:                                                               

A. Acquisitions, Divestitures, Joint Ventures, Guarantees                       

. Any acquisition, equity investment or joint venture (each an              
"Acquisition") by the Corporation or any of its subsidiaries for more   
than $25 million.                                                       

. Any divestiture or other sale of assets (each a "Divestiture") (not in    
the ordinary course) by the Corporation or any of its subsidiaries for  
more than $25 million (based on purchase price or net book value of     
assets).                                                                

. Any real estate purchase, sale or lease by the Corporation or any of its  
subsidiaries for more than $25 million.                                 

. Any guarantee by the Corporation or any of its subsidiaries of an         
obligation of a third party where the obligation guaranteed is more than
$25 million.                                                            

. Notwithstanding the above, any Acquisition or Divestiture by the          
Corporation or any of its subsidiaries of (a) internet or internet      
related businesses for more than $25 million but less than $100 million,
with the value thereof represented by multi-year commitments for        
 advertising, promotion and content licensing, is excluded, so long as the
aggregate of such Acquisitions or Divestitures, in each case, does not  
exceed $550 million and (b) radio or outdoor advertising businesses for 
 more than $25 million but less than $100 million, is excluded, so long as
the aggregate of such Acquisitions or Divestitures, in each case, does  
 not exceed $300 million; provided that (i) any Divestiture of shares of a
publicly traded internet or internet related business with a value of up
to $75 million is excluded and shall not be included in the calculation 
of any of the threshold amounts set forth above, (ii) Board approval may
be secured (but is not required) for any transaction of more than $25   
million but less than $100 million where the regular meeting schedule of
the Board so permits (and shall not otherwise be required), (iii) the   
 Board will be provided with information about and a status report on such
transactions completed without Board approval and (iv) this limit of    
authority will be reviewed in 12 months from the Effective Time (as     
defined in Article XIII of the Restated Certificate) and may be amended 
only with the approval of 14 members of the Board of Directors.         

. Any contract of the Corporation or any of its subsidiaries not in the     
ordinary course with a value in excess of $25 million.                  

. Notwithstanding the above, any of the foregoing transactions that is      
approved by the Board shall not be included in the calculation of any of
the threshold amounts set forth above.                                  

B. Employee Matters                                                             

. Employee benefit plans (at the Corporation or a subsidiary): (a) creating 
a new plan, (b) suspending or terminating an existing plan, (c) any     
amendment that materially increases cost to the Corporation or          
subsidiary.                                                             

. Entering into any modifications or amendments to the employment           
agreements with the CEO or the COO.                                     

C. General                                                                      

.  The Annual Report on Form 10-K.                                          

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.  Proxy statement and notice of meeting (including annual or special       
meeting date, location, record date for voting).                      

.  Any issuance of Corporation stock, or options, warrants or other similar 
  rights (including stock appreciation rights) or debt or other securities
convertible into or exchangeable for Corporation stock.               

.  Any issuance of debt unless such debt is short term and is within the    
 spending limits of the annual operating budget or is replacing existing
debt.                                                                 

.  Annual capital expenditure and annual operating budgets and individual   
capital expenditure transactions in excess of $25 million for the     
Corporation or any of its subsidiaries.                               

.  Any Corporation or subsidiary pays a dividend or repurchases stock from  
a third party.                                                        

.  Review and approve any action or transaction where Board action is       
required by law (other than (S) 141(a) of the Delaware General        
 Corporation Law) or by the terms of the transaction (in all cases other
than as specifically set forth in the Restated Certificate of         
Incorporation).                                                       

.  Review and approve Board minutes.                                        

.  Subject to Article XIII of the Restated Certificate of Incorporation,    
determine Board administration, including number of directors, meeting
schedule, nominees, committees, director compensation, D&O insurance  
authorization, internal investigations and retention of advisors in   
connection therewith, and decisions regarding indemnification of      
individuals.                                                          

.  Subject to Article XIII of the Restated Certificate of Incorporation,    
amendments to the Restated Certificate of Incorporation and by-laws of
the Corporation.                                                      

.  Commencement and settlement of major litigation.                         

.  Selection of independent auditors.                                       

.  All matters on which the Corporation Board of Directors has historically 
taken action other than (1) matters relating to the subject matters   
addressed in this Annex I and not requiring approval of the Board of  
Directors hereunder and (2) those matters delegated to the COO,       
including all of the COO Functions (as defined in Article XIII of this
Restated Certificate of Incorporation).                               

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                                                                         ANNEX C

VIACOM INC. 
AMENDED AND RESTATED
BY-LAWS 

ARTICLE I 

Offices 

 Section 1. The registered office shall be in the City of Wilmington, County
of New Castle, State of Delaware.                                               

Section 2. The Corporation may also have offices at such other places both
within and without the state of Delaware as the board of directors may from     
time to time determine or the business of the Corporation may require.          

ARTICLE II

Meetings of Stockholders

Section 1. Meetings of stockholders may be held at such time and place,   
within or without the State of Delaware, as shall be stated in the notice of    
the meeting or in a duly executed waiver of notice thereof. The annual meeting  
of stockholders may be held at such place, within or without the State of       
Delaware, as shall be designated by the board of directors and stated in the    
notice of the meeting or in a duly executed waiver of notice thereof.           

Section 2. The annual meeting of stockholders for the purpose of electing 
directors and for the transaction of such other business as may properly come   
before the meeting shall be held at such date and hour as shall be determined   
by the board of directors or, in the absence of such determination, on the      
third Thursday of the ninth month after the month end most nearly coinciding    
with the close of the fiscal year of the Corporation.                           

 Section 3. Written notice of the annual meeting stating the place, date and
hour of the meeting shall be given to each stockholder entitled to vote at such 
meeting not less than ten nor more than sixty days before the date of the       
meeting.                                                                        

  Section 4. The officer who has charge of the stock ledger of the Corporation
shall prepare and make, at least ten days before every meeting of stockholders, 
a complete list of the stockholders entitled to vote at the meeting, arranged   
in alphabetical order and showing the address of each stockholder and the       
number of shares registered in the name of each stockholder. Such list shall be 
open to the examination of any stockholder, for any purpose germane to the      
meeting, during ordinary business hours, for a period of at least ten days      
prior to the meeting, either at a place within the city where the meeting is to 
be held, which place shall be specified in the notice of the meeting, or, if    
not so specified, at the place where the meeting is to be held. The list shall  
also be produced and kept open at the time and place of the meeting during the  
whole time thereof, and may be inspected by any stockholder who is present.     

Section 5. Special meetings of the stockholders, for any purpose or       
purposes, unless otherwise prescribed by statute or by the Restated Certificate 
of Incorporation, may be called by the affirmative vote of a majority of the    
board of directors, the Chairman of the Board, the Chief Executive Officer, the 
Vice Chairman of the Board or the President and Chief Operating Officer and     
shall be called by the Chairman of the Board, the Chief Executive Officer, the  
Vice Chairman of the Board, the President and Chief Operating Officer or        
Secretary at the request in writing of the holders of record of at least 50.1%  
of the aggregate voting power of                                                

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all outstanding shares of capital stock of the Corporation entitled to vote     
generally in the election of Directors, acting together as a single class. Such 
request shall state the purpose or purposes of the proposed meeting.            

Section 6. Written notice of a special meeting stating the place, date and
hour of the meeting and the purpose or purposes for which the meeting is        
called, shall be given not less than ten nor more than sixty days before the    
date of the meeting to each stockholder of record entitled to vote at such      
meeting.                                                                        

 Section 7. Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.                                

Section 8. The holders of a majority of the aggregate voting power of the 
shares of the capital stock issued and outstanding and entitled to vote         
thereat, present in person or represented by proxy, shall constitute a quorum   
at all meetings of the stockholders for the transaction of business except as   
otherwise provided by statute or by the Restated Certificate of Incorporation.  
If, however, such quorum shall not be present or represented at any meeting of  
the stockholders, the stockholders entitled to vote thereat, present in person  
or represented by proxy, shall have the power to adjourn the meeting from time  
to time, without notice other than announcement at the meeting, until a quorum  
shall be present or represented. At such adjourned meeting at which a quorum    
shall be present or represented, any business may be transacted which might     
have been transacted at the meeting as originally notified. If the adjournment  
is for more than thirty days, or if after the adjournment a new record date is  
fixed for the adjourned meeting, a notice of the adjourned meeting shall be     
given to each stockholder of record entitled to vote at the meeting.            

 Section 9. When a quorum is present at any meeting, the vote of the holders
of a majority of the aggregate voting power of the shares of the capital stock  
having voting power present in person or represented by proxy shall decide any  
question brought before such meeting, unless the question is one upon which, by 
provision of applicable law or of the Restated Certificate of Incorporation, a  
different vote is required in which case such express provision shall govern    
and control the decision of such question.                                      

 Section 10. At every meeting of the stockholders, each stockholder shall be
entitled to vote, in person or by proxy executed in writing by the stockholder  
or his duly authorized attorney-in-fact, each share of the capital stock having 
voting power held by such stockholder in accordance with the provisions of the  
Restated Certificate of Incorporation and, if applicable, the certificate of    
designations relating thereto, but no proxy shall be voted or acted upon after  
three years from its date, unless the proxy provides for a longer period.       

  Section 11. Any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any     
annual or special meeting of such stockholders, may be taken without a meeting, 
without prior notice and without a vote, if a consent in writing, setting forth 
the action so taken, shall be signed by stockholders representing not less than 
the minimum number of votes that would be necessary to authorize or take such   
actions at a meeting at which all shares entitled to vote thereon were present  
and voted. Prompt notice of the taking of such action without a meeting by less 
than unanimous written consent shall be given to those stockholders who have    
not consented in writing. The Secretary shall file such consents with the       
minutes of the meetings of the stockholders.                                    

Section 12. At all meetings of stockholders, the chairman of the meeting  
shall have absolute authority over matters of procedure, and there shall be no  
appeal from the ruling of the chairman.                                         

Section 13. Attendance of a stockholder, in person or by proxy, at any    
meeting shall constitute a waiver of notice of such meeting, except where the   
stockholder, in person or by proxy, attends a meeting for the express purpose   
of objecting to the transaction of any business because the meeting is not      
lawfully called or convened.                                                    

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ARTICLE III 

Directors 

Section 1. The number of directors which shall constitute the entire Board
of Directors shall be fixed as set forth in Article XIII of the Restated        
Certificate of Incorporation, and shall not be less than three nor more than    
eighteen. Directors shall have such qualifications as may be prescribed by      
these by-laws. Directors need not be stockholders. If required by regulations   
of the Federal Communications Commission, each director shall be a citizen of   
the United States of America.                                                   

Section 2. Subject to the rights of the holders of any series of Preferred
Stock or any other class of capital stock of the corporation then outstanding   
(other than the Common Stock), and subject to Article XIII of the Restated      
Certificate of Incorporation, vacancies in the board of directors for any       
reason, including by reason of an increase in the authorized number of          
directors, shall, if occurring prior to the expiration of the term of office in 
which the vacancy occurs, be filled by a majority of the directors then in      
office, though less than a quorum, or by a sole remaining director, and the     
directors so chosen shall hold office until the next annual meeting of          
stockholders of the Corporation or until their successors are duly elected and  
shall qualify, unless sooner displaced. Subject to Article XIII of the Restated 
Certificate of Incorporation, if there are no directors in office, then an      
election of directors may be held in the manner provided by statute.            

 Section 3. The property and business of the Corporation shall be controlled
and managed in accordance with the terms of the Restated Certificate of         
Incorporation by its board of directors which may, subject to Article XIII of   
the Restated Certificate of Incorporation, exercise all such powers of the      
Corporation and do all such lawful acts and things as are not by statute or by  
the Restated Certificate of Incorporation or by these by-laws directed or       
required to be exercised or done by the stockholders.                           

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the Corporation, or any committees   
thereof, may hold meetings, both regular and special, either within or without  
the State of Delaware.                                                          

Section 5. A regular annual meeting of the board of directors, including  
newly elected directors, shall be held immediately after each annual meeting of 
stockholders at the place of such stockholders' meeting, and no notice of such  
meeting to the directors shall be necessary in order legally to constitute the  
meeting, provided a quorum shall be present. If such meeting is held at any     
other time or place, notice thereof must be given or waived as hereinafter      
provided for special meetings of the board of directors.                        

Section 6. Additional regular meetings of the board of directors shall be 
held on such dates and at such times and at such places as shall from time to   
time be determined by the board of directors.                                   

Section 7. The Chairman of the Board, the Chief Executive Officer, Vice   
Chairman of the Board or the President and Chief Operating Officer of the       
Corporation and the Secretary may call a special meeting of the board of        
directors at any time by giving notice, specifying the business to be           
transacted at and the purpose or purposes of the meeting, to each member of the 
board at least twenty-four (24) hours before the time appointed.                

Section 8. At all meetings of the board a majority of the full board of   
directors shall constitute a quorum for the transaction of business and the act 
of a majority of the directors present at any meeting at which there is a       
quorum shall be the act of the board of directors, except as may be otherwise   
specifically provided by statute, the Restated Certificate of Incorporation or  
these by-laws. If a quorum shall not be present at any meeting of the board of  
directors, the directors present thereat may adjourn the meeting from time to   
time, without notice other than announcement at the meeting, until a quorum     
shall be present.                                                               

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Section 9. Any action required or permitted to be taken at any meeting of 
the board of directors or of any committee thereof may be taken without a       
meeting if all members of the board or committee, as the case may be, consent   
thereto in writing, setting forth the action so taken, and the writing or       
writings are filed with the minutes of proceedings of the board or committee.   

Section 10. Unless otherwise restricted by the Restated Certificate of    
Incorporation or these by-laws, members of the board of directors, or any       
committee thereof, may participate in a meeting of the board of directors, or   
any committee, by means of conference telephone or similar communications       
equipment whereby all persons participating in the meeting can hear each other, 
and such participation in a meeting shall constitute presence in person at the  
meeting.                                                                        

COMMITTEES OF DIRECTORS 

Section 11. Designation of Committees. Subject to Article XIII of the     
Restated Certificate of Incorporation, the board of directors may, by           
resolution passed by a majority of the whole board, designate one or more       
committees, each committee to consist of one or more of the directors of the    
Corporation. Subject to Article XIII of the Restated Certificate of             
Incorporation, the board of directors may designate one or more directors as    
alternate members of any committee, who may replace any absent or disqualified  
member at any meeting of the committee.                                         

Section 12. Vacancies. Subject to Article XIII of the Restated Certificate
of Incorporation, in the absence or disqualification of a member of a           
committee, the member or members thereof present at any meeting and not         
disqualified from voting, whether or not he or they constitute a quorum, may    
unanimously appoint another member of the board of directors to act at the      
meeting in the place of any such absent or disqualified member.                 

Section 13. Powers. Subject to Article XIII of the Restated Certificate of
Incorporation, any such committee, to the extent provided in the resolution of  
the board of directors, shall have and may exercise all the powers and          
authority of the board of directors to the extent provided by Section 141(c) of 
the General Corporation Law of the State of Delaware as it exists now or may    
hereafter be amended.                                                           

Section 14. Each committee of the board of directors shall keep regular   
minutes of its meetings and report the same to the board of directors when      
required.                                                                       

COMPENSATION OF DIRECTORS 

Subject to Article XIII of the Restated Certificate of Incorporation:     

Section 15. Unless otherwise restricted by the Restated Certificate of    
Incorporation or these by-laws, the board of directors shall have the authority 
to fix the compensation of directors. All directors may be paid their expenses, 
if any, of attendance at each meeting of the board of directors, and directors  
who are not full-time employees of the Corporation may be paid a fixed sum for  
attendance at each meeting of the board of directors and/or a stated salary as  
director. No such payment shall preclude any director from serving the          
Corporation in any other capacity and receiving compensation therefor. Members  
of special or standing committees may be allowed like compensation and expenses 
for attending committee meetings.                                               

REMOVAL OF DIRECTORS

Subject to Article XIII of the Restated Certificate of Incorporation:     

 Section 16. Subject to the rights of the holders of any series of Preferred
Stock or any other class of capital stock of the Corporation (other than the    
Common Stock) then outstanding, (a) any director, or the entire                 

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board of directors, may be removed from office at any time prior to the         
expiration of his term of office, with or without cause, only by the            
affirmative vote of the holders of record of outstanding shares representing at 
least a majority of all of the aggregate voting power of outstanding shares of  
capital stock of the Corporation then entitled to vote generally in the         
election of directors, voting together as a single class at a special meeting   
of stockholders called expressly for that purpose; provided that, any director  
may be removed from office by the affirmative vote of a majority of the entire  
board of directors, at any time prior to the expiration of his term of office,  
as provided by law, in the event a director fails to meet the qualifications    
stated in these by-laws for election as a director or in the event such         
director is in breach of any agreement between such director and the            
Corporation relating to such director's service as a director or employee of    
the Corporation.                                                                

INDEMNIFICATION OF DIRECTORS

Section 17. The Corporation shall have the right to indemnify directors,  
officers and agents of the Corporation to the fullest extent permitted by the   
General Corporation Law of Delaware and by the Restated Certificate of          
Incorporation, as both may be amended from time to time.                        

ARTICLE IV

Notices 

Section 1. Whenever, under the provisions of applicable law or of the     
Restated Certificate of Incorporation or of these by-laws, notice is required   
to be given to any director or stockholder, it shall be construed to mean       
written or printed notice given either personally or by mail or wire addressed  
to such director or stockholder, at his address as it appears on the records of 
the Corporation, with postage or other charges thereon prepaid, and such notice 
shall be deemed to be given at the time when the same shall be deposited in the 
United States mail or at the appropriate office for transmission by wire.       
Notice to directors may also be given by telephone.                             

 Section 2. Whenever any notice is required to be given under the provisions
of applicable law or of the Restated Certificate of Incorporation or of these   
by-laws, a waiver thereof in writing, signed by the person or persons entitled  
to said notice, whether before or after the time stated therein, shall be       
deemed equivalent thereto.                                                      

Section 3. Attendance at a meeting shall constitute a waiver of notice    
except where a director or shareholder attends a meeting for the express        
purpose of objecting to the transaction of any business because the meeting is  
not lawfully called or convened.                                                

  Section 4. Neither the business to be transacted at, nor the purpose of, any
regular meeting of the board of directors need be specified in the notice or    
waiver of notice of such meeting.                                               

ARTICLE V 

Officers

Subject to Article XIII of the Restated Certificate of Incorporation:     

 Section 1. The officers of the Corporation shall be elected by the board of
directors at its first meeting after each annual meeting of the stockholders    
and shall be a President and Chief Operating Officer, a Treasurer and a         
Secretary. The board of directors may also elect a Chairman of the Board, a     
Chief Executive Officer, one or more Vice Chairmen of the Board and Vice        
Presidents and one or more Assistant Treasurers and Assistant Secretaries. Any  
number of offices may be held by the same person, except that the offices of    
President and Chief Operating Officer and Secretary shall not be held by the    
same person. Vice Presidents may be given distinctive designations such as      
Executive Vice President or Senior Vice President. Every officer shall be a     
citizen of the United States of America.                                        

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Section 2. The board of directors may elect such other officers and agents
as it shall deem necessary who shall hold their offices for such terms and      
shall exercise such powers and perform such duties as shall be determined from  
time to time by the board of directors.                                         

Section 3. The officers of the Corporation shall hold office until their  
successors are elected or appointed and qualify or until their earlier          
resignation or removal. Any officer elected or appointed by the board of        
directors may be removed at any time with or without cause by the affirmative   
vote of a majority of the whole board of directors. Any vacancy occurring in    
any office of the Corporation shall be filled by the board of directors.        

CHAIRMAN OF THE BOARD 

  Section 4. The Chairman of the Board, if any shall be elected, shall preside
at all meetings of the board of directors and the stockholders and shall have   
such other powers and perform such other duties as may from time to time be     
assigned to him by the board of directors.                                      

VICE CHAIRMAN OF THE BOARD

Section 5. The Vice Chairman of the Board, if any shall be elected, or if 
there be more than one, the Vice Chairmen of the Board in order of their        
election, shall, in the absence of the Chairman of the Board, or in the case    
the Chairman of the Board shall resign, retire, become deceased or otherwise    
cease or be unable to act, perform the duties and exercise the powers of the    
Chairman of the Board. In addition, the Vice Chairman of the Board shall have   
such other powers and perform such other duties as may from time to time be     
assigned to him by the board of directors.                                      

THE CHIEF EXECUTIVE OFFICER 

  Section 6. The Chief Executive Officer shall be responsible, in consultation
with the President and Chief Operating Officer, for corporate policy and        
strategy. The President and Chief Operating Officer shall consult on all major  
decisions with, and shall report directly to, the Chief Executive Officer;      
provided, however, that the Chief Executive Officer shall not exercise any      
powers, rights, functions or responsibilities of the President and Chief        
Operating Officer unless Mel Karmazin is the Chief Executive Officer.           

THE PRESIDENT AND CHIEF OPERATING OFFICER 

Section 7. Subject to Article XIII of the Restated Certificate of         
Incorporation and to the requirement that the President and Chief Operating     
Officer consult with the Chief Executive Officer on all major decisions, the    
President and Chief Operating Officer shall be responsible for:                 

(i) supervising, coordinating and managing the Corporation's business,
operations and activities, operating expenses and capital allocation;       

(ii) matters relating to officers (other than the Chairman, the Chief 
Executive Officer and the President and Chief Operating Officer) and        
employees, including, without limitation, hiring, terminating, changing     
positions and allocation of responsibilities of such officers and           
employees;                                                                  

(iii) substantially all of the powers, rights, functions and          
responsibilities typically exercised by a chief operating officer; and      

 (iv) all officers (other than the Chairman, the Chief Executive Officer
and the President and Chief Operating Officer) will report, directly or     
indirectly, to the President and Chief Operating Officer.                   

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THE VICE-PRESIDENTS 

Section 8. The Vice-Presidents shall have such powers and perform such    
duties as may from time to time be assigned to them by the board of directors   
or the President and Chief Operating Officer.                                   

THE SECRETARY AND ASSISTANT SECRETARY 

  Section 9. The Secretary shall attend all meetings of the board of directors
and all meetings of the stockholders and record all the proceedings of the      
meetings of the Corporation and of the board of directors in a book to be kept  
for that purpose and shall perform like duties for the standing committees of   
the board of directors when required. He shall give, or cause to be given,      
notice of all meetings of the stockholders and special meetings of the board of 
directors, and shall perform such other duties as may be prescribed by the      
board of directors or the President and Chief Operating Officer, under whose    
supervision he shall be. He shall have custody of the corporate seal of the     
Corporation and he, or an Assistant Secretary, shall have authority to affix    
the same to any instrument requiring it and when so affixed, it may be attested 
by his signature or by the signature of such Assistant Secretary. The board of  
directors may give general authority to any other officer to affix the seal of  
the Corporation and to attest the affixing by his signature.                    

  Section 10. The Assistant Secretary, if any shall be elected, or if there be
more than one, the Assistant Secretaries in the order determined by the board   
of directors (or if there be no such determination, then in the order of their  
election), shall, in the absence of the Secretary or in the event of his        
inability or refusal to act, perform the duties and exercise the powers of the  
Secretary and shall have such other powers and perform such other duties as may 
from time to time be assigned to them by the board of directors or the          
President and Chief Operating Officer.                                          

THE TREASURER AND ASSISTANT TREASURERS

 Section 11. The Treasurer, under the supervision of the President and Chief
Operating Officer, shall have charge of the corporate funds and securities and  
shall keep or cause to be kept full and accurate accounts of receipts and       
disbursements in books belonging to the Corporation and shall deposit all       
moneys and other valuable effects in the name and to the credit of the          
Corporation in such depositaries as may be designated by or at the direction of 
the board of directors.                                                         

 Section 12. The Treasurer shall disburse or cause to be disbursed the funds
of the Corporation as may be ordered by or at the direction of the President    
and Chief Operating Officer or the board of directors, taking proper vouchers   
for such disbursements, and subject to the supervision of the President and     
Chief Operating Officer, shall render to the board of directors, when they or   
either of them so require, an account of his transactions as Treasurer and of   
the financial condition of the Corporation.                                     

 Section 13. If required by the board of directors, the Treasurer shall give
the Corporation a bond in such sum and with such surety or sureties as shall be 
satisfactory to the board of directors for the faithful performance of the      
duties of his office and for the restoration to the Corporation, in case of his 
death, resignation, retirement or removal from office, of all books, papers,    
vouchers, money and other property of whatever kind in his possession or under  
his control belonging to the Corporation.                                       

Section 14. The Assistant Treasurer, if any shall be elected, or if there 
shall be more than one, the Assistant Treasurers in the order determined by the 
board of directors (or if there be no such determination, then in the order of  
their election), shall, in the absence of the Treasurer or in the event of his  
inability or refusal to act, perform the duties and exercise the powers of the  
Treasurer and shall have such other powers and perform such other duties as may 
from time to time be assigned to them by the board of directors.                

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Section 15. In addition to the corporate officers elected by the board of 
directors pursuant to this Article V, the President and Chief Operating Officer 
may, from time to time, appoint one or more other persons as appointed officers 
who shall not be deemed to be corporate officers, but may, respectively, be     
designated with such titles as the President and Chief Operating Officer may    
deem appropriate. The President and Chief Operating Officer may prescribe the   
powers to be exercised and the duties to be performed by each such appointed    
officer, may designate the term for which each such appointment is made, and    
may, from time to time, terminate any or all of such appointments. Such         
appointments and termination of appointments shall be reported to the board of  
directors.                                                                      

ARTICLE VI

Certificates of Stock 

 Section 1. Every holder of shares of capital stock in the Corporation shall
be entitled to have a certificate sealed with the seal of the Corporation and   
signed by, or in the name of the Corporation by, the Chairman of the Board, the 
Chief Executive Officer, Vice Chairman of the Board or the President and Chief  
Operating Officer and by the Treasurer or an Assistant Treasurer or the         
Secretary or an Assistant Secretary of the Corporation, certifying the number   
of shares owned by him in the Corporation. If the Corporation shall be          
authorized to issue more than one class of stock or more than one series of any 
class, the designations, preferences and relative, participating, optional or   
other special rights of each class of stock or series thereof and the           
qualifications, limitations or restrictions of such preferences and/or rights   
shall be set forth in full or summarized on the face or back of the certificate 
which the Corporation shall issue to represent such class or series of stock,   
provided that, except as otherwise provided in section 202 of the General       
Corporation Law of Delaware, in lieu of the foregoing requirements, there may   
be set forth on the face or back of the certificate which the Corporation shall 
issue to represent such class or series of stock, a statement that the          
Corporation will furnish without charge to each stockholder who so requests the 
designations, preferences and relative, participating, optional or other        
special rights of each class of stock or series thereof and the qualifications, 
limitations or restrictions of such preferences and/or rights.                  

  Section 2. Any or all of the signatures on the certificate may be facsimile.
In case any officer, transfer agent or registrar who has signed or whose        
facsimile signature has been placed upon a certificate shall have ceased to be  
such officer, transfer agent or registrar before such certificate is issued, it 
may be issued by the Corporation with the same effect as if he were such        
officer, transfer agent or registrar at the date of issue.                      

LOST CERTIFICATES 

Section 3. The board of directors may direct a new certificate or         
certificates to be issued in place of any certificate or certificates           
theretofore issued by the Corporation alleged to have been lost, stolen or      
destroyed, upon the making of an affidavit of that fact by the person claiming  
the certificate of capital stock to be lost, stolen or destroyed. When          
authorizing such issue of a new certificate or certificates, the board of       
directors may, in its discretion and as a condition precedent to the issuance   
thereof, require the owner of such lost, stolen or destroyed certificate or     
certificates, or his legal representative, to advertise the same in such manner 
as it shall require and/or to give the Corporation a bond in such sum as it may 
direct as indemnity against any claim that may be made against the Corporation  
with respect to the certificate alleged to have been lost, stolen or destroyed. 

TRANSFERS OF STOCK

Section 4. Upon surrender to the Corporation or the transfer agent of the 
Corporation of a certificate for shares duly endorsed or accompanied by proper  
evidence of succession, assignation or authority to transfer, it shall be the   
duty of the Corporation to issue a new certificate to the person entitled       
thereto, cancel the old certificate and record the transaction upon its books.  

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FIXING RECORD DATE

Section 5. In order that the Corporation may determine the stockholders   
entitled to notice of or to vote at any meeting of stockholders or any          
adjournment thereof, or to express consent to corporate action in writing       
without a meeting, or entitled to receive payment of any dividend or other      
distribution, or allotment of any rights, or entitled to exercise any rights in 
respect of any change, conversion or exchange of stock or for the purpose of    
any other lawful action, the board of directors may fix, in advance, a record   
date, which shall not be more than sixty nor less than ten days before the date 
of such meetings, nor more than sixty days prior to any other action. A         
determination of stockholders of record entitled to notice of or to vote at a   
meeting of stockholders shall apply to any adjournment of the meeting;          
provided, however, that the board of directors may fix a new record date for    
the adjourned meeting.                                                          

REGISTERED STOCKHOLDERS 

Section 6. The Corporation shall be entitled to recognize the exclusive   
right of a person registered on its books as the owner of shares to receive     
dividends, and to vote as such owner, and to hold liable for calls and          
assessments a person registered on its books as the owner of shares, and shall  
not be bound to recognize any equitable or other claim to or interest in such   
share or shares on the part of any other person, whether or not it shall have   
express or other notice thereof, except as otherwise provided by the laws of    
Delaware.                                                                       

ARTICLE VII 

General Provisions
Dividends 

Section 1. Dividends upon the capital stock of the Corporation, subject to
the provisions of the certificate of incorporation, if any, may be declared by  
the board of directors at any regular or special meeting, pursuant to law.      
Dividends may be paid in cash, in property or in shares of the capital stock,   
subject to the provisions of any statute, the Restated Certificate of           
Incorporation and these by-laws.                                                

  Section 2. Before payment of any dividend, there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the        
directors from time to time, in their absolute discretion, think proper as a    
reserve or reserves to meet contingencies, or for equalizing dividends, or for  
repairing or maintaining any property of the Corporation, or for such other     
purposes as the directors shall think conducive to the interest of the          
Corporation, and the directors may modify or abolish any such reserve in the    
manner in which it was created.                                                 

ANNUAL STATEMENT

 Section 3. The board of directors shall present at each annual meeting, and
at any special meeting of the stockholders when called for by vote of the       
stockholders, a full and clear statement of the business and condition of the   
Corporation.                                                                    

CHECKS

Section 4. All checks or demands for money of the Corporation shall be    
signed by such officer or officers or such other person or persons as the board 
of directors may from time to time designate.                                   

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FISCAL YEAR 

Section 5. The fiscal year of the Corporation shall be as specified by the
board of directors.                                                             

SEAL

Section 6. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,        
Delaware". The seal may be used by causing it or a facsimile thereof to be      
impressed or affixed or reproduced or otherwise.                                

CONTRACTS 

Section 7. An Officer of the Corporation may sign any note, bond, or      
mortgage of the Corporation in furtherance of the Corporation's ordinary        
business and in order to implement any action authorized by these by-laws.      

ARTICLE VIII

Restated Certificate of Incorporation 

In addition to all other provisions of the Restated Certificate of        
Incorporation, and notwithstanding that these by-laws may contain any provision 
contrary thereto, these by-laws shall be subject in all respects to Article     
XIII of the Restated Certificate of Incorporation.                              

ARTICLE IX

Amendments

 In furtherance of and not in limitation of the powers conferred by statute,
the board of directors of the Corporation from time to time may make, amend,    
alter, change or repeal the by-laws of the Corporation; provided, that any by-  
laws made, amended, altered, changed or repealed by the board of directors or   
the stockholders of the Corporation may be amended, altered, changed or         
repealed, and that any by-laws may be made, by the stockholders of the          
Corporation. Notwithstanding any other provisions of the Restated Certificate   
of Incorporation of the Corporation or these by-laws (and notwithstanding the   
fact that a lesser percentage may be specified by law, the Restated Certificate 
of Incorporation or these by-laws), the affirmative vote of not less than a     
majority of the aggregate voting power of all outstanding shares of capital     
stock of the Corporation then entitled to vote generally in this election of    
Directors, voting together as a single class, shall be required for the         
stockholders of the Corporation to amend, alter, change, repeal or adopt any    
by-laws of the Corporation.                                                     

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                                                                         ANNEX D

VOTING AGREEMENT

By

NATIONAL AMUSEMENTS, INC. 
(Stockholder) 

and 

CBS CORPORATION 

Dated as of September 6, 1999 

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VOTING AGREEMENT

VOTING AGREEMENT, dated as of September 6, 1999 (this "Agreement"), by    
NATIONAL AMUSEMENTS, INC., a Maryland corporation (the "Stockholder"), to and   
for the benefit of CBS CORPORATION, a Pennsylvania corporation ("CBS").         

WHEREAS, as of the date hereof, the Stockholder owns of record and        
beneficially 93,658,988 shares of Class A Common Stock (the "Viacom Class A     
Common Stock"; such shares, together with any shares of Viacom Class A Common   
Stock and any other shares of voting stock of Viacom acquired by the            
Stockholder prior to the termination of this Agreement being referred to herein 
as the "Stockholder's Shares"), par value $.01 per share, of VIACOM, INC., a    
Delaware corporation ("Viacom");                                                

WHEREAS, concurrently with the execution of this Agreement, CBS and Viacom
are entering into an Agreement and Plan of Merger, dated as of the date hereof  
(the "Merger Agreement"; capitalized terms used and not otherwise defined       
herein shall have the respective meanings assigned to them in the Merger        
Agreement), pursuant to which, upon the terms and subject to the conditions     
thereof, CBS will be merged with and into Viacom (the "Merger"); and            

WHEREAS, as a condition to the willingness of Viacom and CBS to enter into
the Merger Agreement, CBS has requested the Stockholder to agree, and in order  
to induce CBS to enter into the Merger Agreement, the Stockholder is willing to 
agree, to vote in favor of the Viacom Proposals (as defined in the Merger       
Agreement), upon the terms and subject to the conditions set forth herein.      

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein, and intending to be legally bound hereby, the  
parties hereby agree as follows:                                                

Section 1. Voting of Stockholder's Shares. Until the termination of this  
Agreement in accordance with the terms hereof, the Stockholder hereby agrees    
that, at the Viacom Stockholders' Meeting or any other meeting of the           
stockholders of Viacom, however called, and in any action by written consent of 
the stockholders of Viacom, the Stockholder will vote all of the Stockholder's  
Shares (i) in favor of the Viacom Proposals and (ii) against any action,        
proposal or agreement that would or could reasonably be expected to result in a 
breach of any covenant, representation or warranty or any other obligation or   
agreement of Viacom under the Merger Agreement or which would or could          
reasonably be expected to result in any of the conditions to the Merger         
Agreement not being fulfilled.                                                  

 Section 2. No Inconsistent Agreements. The Stockholder hereby covenants and
agrees that, except as contemplated by this Agreement and the Merger Agreement, 
the Stockholder shall not enter into any voting agreement or grant a proxy or   
power of attorney with respect to the Stockholder's Shares which is             
inconsistent with this Agreement.                                               

Section 3. Transfer of Stockholder's Shares. The Stockholder hereby       
covenants and agrees that the Stockholder shall not transfer record or          
beneficial ownership of any of the Stockholder's Shares unless the transferee   
unconditionally agrees in writing to be bound by the terms and conditions of    
this Agreement.                                                                 

Section 4. Representations and Warranties of Stockholder. The Stockholder 
hereby represents and warrants to CBS as follows:                               

(a) Authority Relative to This Agreement. The Stockholder has all     
necessary power and authority to execute and deliver this Agreement, to     
perform its obligations hereunder and to consummate the transactions        
contemplated hereby. The execution and delivery of this Agreement by the    
Stockholder and the consummation by the Stockholder of the transactions     
contemplated hereby have been duly and validly authorized by the Board of   
Directors of the Stockholder, and no other corporate proceedings on the     
part of the Stockholder are necessary to authorize this Agreement or to     
consummate such transactions. This Agreement has been duly and validly      
executed and delivered by the Stockholder and, assuming the due             

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authorization, execution and delivery by CBS, constitutes a legal, valid    
and binding obligation of the Stockholder, enforceable against the          
Stockholder in accordance with its terms.                                   

  (b) No Conflict. (i) The execution and delivery of this Agreement by the
Stockholder do not, and the performance of this Agreement by the            
Stockholder shall not, (A) conflict with or violate the Certificate of      
Incorporation or By-laws or equivalent organizational documents of the      
Stockholder, (B) conflict with or violate any law, rule, regulation, order, 
judgment or decree applicable to the Stockholder or by which the            
Stockholder's Shares are bound or affected or (C) result in any breach of   
or constitute a default (or an event that with notice or lapse of time or   
both would become a default) under, or give to others any rights of         
termination, amendment, acceleration or cancellation of, or result in the   
creation of a lien or encumbrance on any of the Stockholder's Shares        
pursuant to, any note, bond, mortgage, indenture, contract, agreement,      
lease, license, permit, franchise or other instrument or obligation to      
which the Stockholder is a party or by which the Stockholder or the         
Stockholder's Shares are bound or affected, except, in the case of clauses  
(B) and (C), for any such conflicts, violations, breaches, defaults or      
other occurrences which would not prevent or delay the performance by the   
Stockholder of its obligations under this Agreement.                        

 (ii) The execution and delivery of this Agreement by the Stockholder do
not, and the performance of this Agreement by the Stockholder shall not,    
require any consent, approval, authorization or permit of, or filing with   
or notification to, any Governmental Entity except for applicable           
requirements, if any, of the Securities Exchange Act of 1934, as amended,   
and except where the failure to obtain such consents, approvals,            
authorizations or permits, or to make such filings or notifications, would  
not prevent or delay the performance by the Stockholder of its obligations  
under this Agreement.                                                       

(c) Title to the Shares. As of the date hereof, the Stockholder is the
record and beneficial owner of 93,658,988 shares of Viacom Class A Common   
Stock. The Stockholder's Shares are all the voting securities of Viacom     
owned, either of record or beneficially, by the Stockholder. The            
Stockholder's Shares are owned free and clear of all security interests,    
liens, claims, pledges, options, rights of first refusal, agreements,       
limitations on the Stockholder's voting rights, charges and other           
encumbrances of any nature whatsoever. The Stockholder has not appointed or 
granted any proxy, which appointment or grant is still effective, with      
respect to the Stockholder's Shares.                                        

Section 5. Termination. This Agreement shall terminate upon the earlier to
occur of (a) the Effective Time and (b) the termination of the Merger Agreement 
in accordance with the terms thereof. No such termination of this Agreement     
shall relieve any party hereto from any liability for any breach of this        
Agreement prior to termination.                                                 

Section 6. Notices. All notices, requests, claims, demands and other      
communications hereunder shall be in writing and shall be given or made (and    
shall be deemed to have been duly given or made upon receipt) by delivery in    
person, by facsimile, by courier service or by registered or certified mail     
(postage prepaid, return receipt requested) to the respective parties at the    
following addresses (or at such other address for a party as shall be specified 
in a notice given in accordance with this Section 6):                           

if to the Stockholder:                                        

National Amusements, Inc.                     
200 Elm Street                                
Dedham, Massachusetts 02026                   
Telecopier No.: (781) 461-1412                
Attention: General Counsel                    

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with a copy to:                                               

Shearman & Sterling                           
599 Lexington Avenue                          
New York, New York 10022                      
Telecopier No.: (212) 848-7179                
Attention: Creighton O'M. Condon, Esq. and    
Stephen R. Volk, Esq.       

if to CBS:                                                    

CBS Corporation                               
51 West 52nd Street                           
35th Floor                                    
New York, New York 10019                      
Telecopier No.: (212) 597-4031                
Attention: Louis J. Briskman, Esq.            
Executive Vice President and
General Counsel             

with copies to:                                               

Cravath, Swaine & Moore                       
825 Eighth Avenue                             
New York, New York 10019                      
Telecopier No.: (212) 474-3700                
Attention: Allen Finkelson, Esq. and          
Scott A. Barshay, Esq.      

  Section 7. Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of Law, or public   
policy, all other conditions and provisions of this Agreement shall             
nevertheless remain in full force and effect so long as the economic or legal   
substance of this Agreement is not affected in any manner materially adverse to 
any party. Upon such determination that any term or other provision is invalid, 
illegal or incapable of being enforced, the parties hereto shall negotiate in   
good faith to modify this Agreement so as to effect the original intent of the  
parties as closely as possible in a mutually acceptable manner in order that    
the transactions contemplated by this Agreement be consummated as originally    
contemplated to the fullest extent possible.                                    

Section 8. Entire Agreement; Assignment. This Agreement and the Merger    
Agreement constitute the entire agreement among the parties with respect to the 
subject matter hereof and supersede all prior agreements and undertakings, both 
written and oral, among the parties, or any of them, with respect to the        
subject matter hereof. Neither this Agreement nor any of the rights, interests  
or obligations under this Agreement shall be assigned, in whole or in part, by  
operation of law or otherwise, by either of the parties hereto without the      
prior written consent of the other party hereto. Any purported assignment in    
violation of this Section 8 shall be void. Subject to the preceding sentences   
of this Section 8, this Agreement will be binding upon, inure to the benefit    
of, and be enforceable by, the parties hereto and their respective successors   
and assigns.                                                                    

Section 9. Parties in Interest; Certain Events. This Agreement shall be   
binding upon and inure solely to the benefit of each party hereto, and nothing  
in this Agreement, express or implied, is intended to or shall confer upon any  
other person any right, benefit or remedy of any nature whatsoever under or by  
reason of this Agreement. The Stockholder agrees that this Agreement and the    
obligations hereunder shall attach to the Stockholder's Shares and shall be     
binding upon any person or entity to which legal or beneficial ownership of the 
Stockholder's Shares shall pass, whether by operation of law or otherwise. In   
the event of any stock split, stock dividend, merger, reorganization,           
recapitalization or other change in the capital structure of Viacom             

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affecting the capital stock of Viacom, or the acquisition of additional shares  
of Viacom Class A Common Stock or other voting securities of Viacom by the      
Stockholder, the number of Stockholder's Shares shall be adjusted appropriately 
and this Agreement and the obligations hereunder shall attach to any additional 
shares of Viacom Class A Common Stock or other voting securities of Viacom      
issued to or acquired by the Stockholder.                                       

 Section 10. Specific Performance. The parties hereto agree that irreparable
damage would occur in the event any provision of this Agreement was not         
performed in accordance with the terms hereof and that the parties shall be     
entitled to specific performance of the terms hereof, in addition to any other  
remedy at law or equity.                                                        

  Section 11. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware, without regard to any     
principles of conflicts of laws of such State.                                  

Section 12. Consent to Jurisdiction. (a) Each of the Stockholder and CBS  
hereby irrevocably submits to the exclusive jurisdiction of the courts of the   
State of Delaware and to the jurisdiction of the United States District Court   
for the State of Delaware, for the purpose of any action or proceeding arising  
out of or relating to this Agreement and each of CBS and the Stockholder hereby 
irrevocably agrees that all claims in respect to such action or proceeding      
shall be heard and determined exclusively in any Delaware state or federal      
court. Each of CBS and the Stockholder agrees that a final judgment in any      
action or proceeding shall be conclusive and may be enforced in other           
jurisdictions by suit on the judgment or in any other manner provided by law.   

(b) Each of CBS and the Stockholder irrevocably consents to the service of
the summons and complaint and any other process in any other action or          
proceeding relating to the transactions contemplated by this Agreement, on      
behalf of itself or its property, by personal delivery of copies of such        
process to such party. Nothing in this Section 12 shall affect the right of any 
party to serve legal process in any other manner permitted by law.              

Section 13. Headings. The descriptive headings contained in this Agreement
are included for convenience of reference only and shall not affect in any way  
the meaning or interpretation of this Agreement.                                

Section 14. Amendments. This Agreement may be amended or modified, and the
terms and conditions hereof may be waived, only by a written instrument signed  
by the parties hereto or, in the case of a waiver, by each party waiving        
compliance.                                                                     

Section 15. Counterparts. This Agreement may be executed and delivered    
(including by facsimile transmission) in one or more counterparts, and by the   
different parties hereto in separate counterparts, each of which when executed  
and delivered shall be deemed to be an original but all of which taken together 
shall constitute one and the same agreement.                                    

Section 16. WAIVER OF JURY TRIAL. EACH OF CBS AND THE STOCKHOLDER HEREBY  
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR      
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR   
RELATING TO THIS AGREEMENT OR THE ACTIONS OF CBS AND THE STOCKHOLDER IN THE     
NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.               

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 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed as of the date first written above by their respective officers     
thereunto duly authorized.                                                      

                             National Amusements, Inc.

                                          /s/ Sumner M. Redstone
                                         By___________________________________
                                Name: Sumner M. Redstone
                                  Title: Chairman, President
                                             & Chief Executive Officer

                   CBS Corporation

                                           /s/ Fredric G. Reynolds
                                         By___________________________________
                                 Name: Fredric G. Reynolds
                                        Title: Executive Vice President,
                                           Chief Financial Officer

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                                                                         ANNEX E

STOCKHOLDER AGREEMENT 

By

NATIONAL AMUSEMENTS, INC. 
(Stockholder) 

and 

CBS CORPORATION 

Dated as of September 6, 1999 

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STOCKHOLDER AGREEMENT 

 STOCKHOLDER AGREEMENT, dated as of September 6, 1999 (this "Agreement"), by
NATIONAL AMUSEMENTS, INC., a Maryland corporation (the "Stockholder"), to and   
for the benefit of CBS CORPORATION, a Pennsylvania corporation ("CBS"), and its 
assigns by operation of law.                                                    

WHEREAS, as of the date hereof, the Stockholder owns of record and        
beneficially 93,658,988 shares of Class A Common Stock (the "Viacom Class A     
Common Stock"; such shares, together with any shares of Viacom Class A Common   
Stock and any other shares of voting stock of Viacom (together with the Viacom  
Class A Common Stock, the "Voting Stock") acquired by the Stockholder during    
the Specified Period (as defined in Section 1 of this Agreement) being          
collectively referred to herein as the "Stockholder's Shares"), par value $.01  
per share, of VIACOM INC., a Delaware corporation ("Viacom");                   

WHEREAS, concurrently with the execution of this Agreement, CBS and Viacom
are entering into an Agreement and Plan of Merger, dated as of the date hereof  
(the "Merger Agreement"; capitalized terms used and not otherwise defined       
herein shall have the respective meanings assigned to them in the Merger        
Agreement), pursuant to which, upon the terms and subject to the conditions     
thereof, CBS will be merged with and into Viacom (the "Merger"); and            

WHEREAS, as a condition to the willingness of Viacom and CBS to enter into
the Merger Agreement, CBS has requested the Stockholder to enter into this      
Agreement.                                                                      

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein, and intending to be legally bound hereby, the  
parties hereby agree as follows:                                                

  Section 1. Definitions. As used in this Agreement, the following terms shall
have the following meanings:                                                    

 (a) "CBS Directors" shall mean (i) eight (8) of those directors serving
as members of the Board of Directors of CBS on the date of this Agreement   
(or any Independent Directors elected or appointed prior to the Effective   
Time to serve as a CBS Director) who are designated as such by the Board of 
Directors of CBS prior to the Effective Time and (ii) any Replacement CBS   
Director.                                                                   

(b) "Independent Director" shall mean a disinterested, independent    
person (determined in accordance with customary standards for independent   
directors applicable to U.S. public companies).                             

(c) "Replacement CBS Director" shall mean a person qualifying as an   
Independent Director and designated by a majority of the CBS Directors      
remaining on the Board of Directors of Viacom to fill a seat on the Board   
of Directors of Viacom vacated by a CBS Director or such a seat with        
respect to which a CBS Director does not seek reelection.                   

  (d) "Specified Independent Directors" shall mean the directors of Viacom
first elected after 1993 and who are not management of Viacom or the        
Stockholder (together with any replacements of such persons).               

(e) "Specified Period" shall mean the period of three years commencing
at the Effective Time.                                                      

Section 2. Covenants of the Stockholder.                                  

(a) The Stockholder shall cause to be nominated and elected each CBS  
Director, including any Replacement CBS Director, so that there are eight   
CBS Directors on the Board of Directors of Viacom at all times;             

(b) the Stockholder shall take all action necessary to ensure that any
seat on the Board of Directors of Viacom vacated by a CBS Director or such  
a seat with respect to which a CBS Director elects not to seek reelection   
is filled by a Replacement CBS Director immediately following the           
designation of such person as such and notice thereof to the Stockholder;   

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(c) the Stockholder shall take all action necessary to ensure that no 
CBS Director is removed as a director of Viacom unless such removal is for  
cause and is approved by at least 14 members of the Board of Directors of   
Viacom;                                                                     

(d) in the event that any Specified Independent Director shall resign,
vacate his directorship, fail to stand as a director, fail to be elected as 
a director, or otherwise be removed as or for any reason cease to be a      
director of Viacom, the Stockholder shall take all necessary action to      
cause such Specified Independent Director to be replaced by an Independent  
Director; provided that any such replacement Specified Independent Director 
shall be the chief executive officer, chief operating officer or chief      
financial officer or former chief executive officer of a Fortune 500        
company or a non-U.S. public company of comparable size;                    

(e) unless approved by a vote of at least 14 members of the Board of  
Directors of Viacom, the Stockholder shall not take any action to amend,    
modify or repeal Article XIII of the Restated Certificate of Incorporation  
of Viacom (in the form attached as Exhibit A-1 of the Merger Agreement) or  
Article VIII of the By-laws of Viacom (in the form attached as Exhibit A-2  
of the Merger Agreement), or otherwise vote in favor of or take any action  
or fail to take any action which would have the effect of eliminating,      
limiting, restricting, avoiding or otherwise modifying the effect of any    
provision contained therein (e.g., by creating a holding company structure  
if the certificate of incorporation or similar document of such holding     
company does not contain equivalent provisions). Without limiting the       
generality of the foregoing, the Stockholder further agrees to take all     
necessary action to ensure that such provisions shall be applicable to (i)  
any successor to Viacom as the result of a merger, consolidation or other   
business combination, whether or not Viacom is the surviving corporation in 
such transaction, or otherwise and (ii) any corporation or other entity     
with respect to which Viacom or its successor is or becomes a direct or     
indirect subsidiary, and the Stockholder shall take all necessary action to 
ensure that Viacom shall not be a party to any transaction which would not  
comply with the provisions of this paragraph (e) unless such transaction is 
approved by a vote of at least 14 members of the Board of Directors of      
Viacom;                                                                     

(f) the Stockholder shall take all necessary action, including without
limitation by voting and/or holding the Stockholder's Shares, to ensure     
that the Stockholder or transferees thereof (in accordance with Section 4   
of this Agreement) owns, beneficially and of record, on an outstanding and  
fully diluted basis, a majority of the shares of Voting Stock, at all times 
(and refrain from taking any action that would have the opposite result);   
and                                                                         

 (g) each of the CBS Directors are intended third-party beneficiaries of
this Agreement and shall have the right to enforce the provisions of this   
Agreement.                                                                  

 Section 3. No Inconsistent Agreements. The Stockholder hereby covenants and
agrees that the Stockholder shall not enter into any voting agreement or grant  
a proxy or power of attorney with respect to the Stockholder's Shares which is  
inconsistent with this Agreement.                                               

Section 4. Transfer of Stockholder's Shares. The Stockholder hereby       
covenants and agrees that the Stockholder shall not transfer record or          
beneficial ownership of any of the Stockholder's Shares unless the transferee   
unconditionally agrees in writing to be bound by the terms and conditions of    
this Agreement.                                                                 

Section 5. Representations and Warranties of Stockholder. The Stockholder 
hereby represents and warrants to CBS as follows:                               

(a) Authority Relative to This Agreement. The Stockholder has all     
necessary power and authority to execute and deliver this Agreement, to     
perform its obligations hereunder and to consummate the transactions        
contemplated hereby. The execution and delivery of this Agreement by the    
Stockholder and the consummation by the Stockholder of the transactions     
contemplated hereby have been duly and validly authorized by the Board of   
Directors of the Stockholder, and no other corporate proceedings on the     
part of the Stockholder are necessary to authorize this Agreement or to     
consummate such transactions. This                                          

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Agreement has been duly and validly executed and delivered by the           
Stockholder and, assuming the due authorization, execution and delivery by  
CBS, constitutes a legal, valid and binding obligation of the Stockholder,  
enforceable against the Stockholder in accordance with its terms.           

  (b) No Conflict. (i) The execution and delivery of this Agreement by the
Stockholder do not, and the performance of this Agreement by the            
Stockholder shall not, (A) conflict with or violate the Certificate of      
Incorporation or By-laws or equivalent organizational documents of the      
Stockholder, (B) conflict with or violate any law, rule, regulation, order, 
judgment or decree applicable to the Stockholder or by which the            
Stockholder's Shares are bound or affected or (C) result in any breach of   
or constitute a default (or an event that with notice or lapse of time or   
both would become a default) under, or give to others any rights of         
termination, amendment, acceleration or cancellation of or result in the    
creation of a lien or encumbrance on any of the Stockholder's Shares        
pursuant to, any note, bond, mortgage, indenture, contract, agreement,      
lease, license, permit, franchise or other instrument or obligation to      
which the Stockholder is a party or by which the Stockholder or the         
Stockholder's Shares are bound or affected, except, in the case of clauses  
(B) and (C), for any such conflicts, violations, breaches, defaults or      
other occurrences which would not prevent or delay the performance by the   
Stockholder of its obligations under this Agreement.                        

 (ii) The execution and delivery of this Agreement by the Stockholder do
not, and the performance of this Agreement by the Stockholder shall not,    
require any consent, approval, authorization or permit of, or filing with   
or notification to, any Governmental Entity except for applicable           
requirements, if any, of the Securities Exchange Act of 1934, as amended,   
and except where the failure to obtain such consents, approvals,            
authorizations or permits, or to make such filings or notifications, would  
not prevent or delay the performance by the Stockholder of its obligations  
under this Agreement.                                                       

(c) Title to the Shares. As of the date hereof, the Stockholder is the
record and beneficial owner of 93,658,988 shares of Viacom Class A Common   
Stock. The Stockholder's Shares are all the voting securities of Viacom     
owned, either of record or beneficially, by the Stockholder. The            
Stockholder's Shares are owned free and clear of all security interests,    
liens, claims, pledges, options, rights of first refusal, agreements,       
limitations on the Stockholders voting rights, charges and other            
encumbrances of any nature whatsoever. The Stockholder has the sole right   
to vote and transfer the Stockholder's Shares, and the Stockholder has not  
appointed or granted any proxy, which appointment or grant is still         
effective, with respect to the Stockholder's Shares.                        

  Section 6. Effectiveness; Termination. This Agreement shall become effective
as of the date of this Agreement, provided that the Stockholder shall have no   
obligation under Section 2(a), (b), (c) and (e) until the commencement of the   
Specified Period. This Agreement shall terminate at the close of business on    
the final day of the Specified Period.                                          

Section 7. Notices. All notices, requests, claims, demand and other       
communications under this Agreement shall be in writing and shall be given or   
made (and shall be deemed to have been duly given or made upon receipt) by      
delivery in Person, by facsimile, by courier service or by registered or        
certified mail (postage prepaid, return receipt requested) to the respective    
parties at the following addresses (or at such other address for a party as     
shall be specified in a notice given in accordance with this Section 7):        

if to Stockholder                                             

National Amusements, Inc.                     
200 Elm Street                                
Dedham, MA 02026                              
Telecopier No.: (781) 461-1412                
Attention: General Counsel                    

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with copies to:                                               

Shearman & Sterling                           
599 Lexington Avenue                          
New York, New York 10022                      
Telecopier No.: (212) 848-7179                
Attention: Creighton O'M. Condon, Esq. and    
Stephen R. Volk, Esq.         

if to CBS:                                                    

CBS Corporation                               
51 West 52nd Street                           
35th Floor                                    
New York, New York 10019                      
Telecopier No.: (212) 597-4031                
Attention: Louis J. Briskman, Esq.            
Executive Vice President      
and General Counsel           

with copies to:                                               

Cravath, Swaine & Moore                       
825 Eighth Avenue                             
New York, New York 10019                      
Telecopier No.: (212) 474-3700                
Attention: Allen Finkelson, Esq. and          
Scott A. Barshay, Esq.        

  Section 8. Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of Law, or public   
policy, all other conditions and provisions of this Agreement shall             
nevertheless remain in full force and effect so long as the economic or legal   
substance of this Agreement is not affected in any manner materially adverse to 
any party. Upon such determination that any term or other provision is invalid, 
illegal or incapable of being enforced, the parties hereto shall negotiate in   
good faith to modify this Agreement so as to effect the original intent of the  
parties as closely as possible in a mutually acceptable manner in order that    
the transactions contemplated by this Agreement be consummated as originally    
contemplated to the fullest extent possible.                                    

Section 9. Entire Agreement; Assignment. This Agreement and the Merger    
Agreement constitute the entire agreement among the parties with respect to the 
subject matter hereof and supersede all prior agreements and undertakings, both 
written and oral, among the parties, or any of them, with respect to the        
subject matter hereof. Neither this Agreement nor any of the rights, interests  
or obligations under this Agreement shall be assigned, in whole or in part, by  
either of the parties hereto without the prior written consent of the other     
party hereto, except that CBS may assign, its rights, interests and obligations 
under this Agreement to Viacom by operation of law. Any purported assignment in 
violation of this Section 9 shall be void.                                      

Section 10. Parties in Interest; Certain Events. This Agreement shall be  
binding upon and inure solely to the benefit of each party hereto, and nothing  
in this Agreement, express or implied, is intended to or shall confer upon any  
other person any right, benefit or remedy of any nature whatsoever under or by  
reason of this Agreement except as set forth in Section 2(g). The Stockholder   
agrees that this Agreement and the obligations hereunder shall attach to the    
Stockholder's Shares and shall be binding upon any person or entity to which    
legal or beneficial ownership of the Stockholder's Shares shall pass, whether   
by operation of law or otherwise, including the Stockholder's heirs, guardians, 
administrators or successors. In the event of any stock                         

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split, stock dividend, merger, reorganization, recapitalization or other change 
in the capital structure of Viacom affecting the capital stock of Viacom, or    
the acquisition of additional shares of Viacom Class A Common Stock or other    
voting securities of Viacom by the Stockholder, the number of Stockholder's     
Shares shall be adjusted appropriately and this Agreement and the obligations   
hereunder shall attach to any additional shares of Viacom Class A Common Stock  
or other voting securities of Viacom issued to or acquired by the Stockholder.  

 Section 11. Specific Performance. The parties hereto agree that irreparable
damage would occur in the event any provision of this Agreement was not         
performed in accordance with the terms hereof and that the parties shall be     
entitled to specific performance of the terms hereof, in addition to any other  
remedy at law or equity.                                                        

  Section 12. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware, without regard to any     
principles of conflicts of laws of such State.                                  

Section 13. Consent to Jurisdiction. (a) Each of the Stockholder and CBS  
hereby irrevocably submits to the exclusive jurisdiction of the courts of the   
State of Delaware and to the jurisdiction of the United States District Court   
for the State of Delaware, for the purpose of any action or proceeding arising  
out of or relating to this Agreement and each of CBS and the Stockholder hereby 
irrevocably agrees that all claims in respect to such action or proceeding      
shall be heard and determined exclusively in any Delaware state or federal      
court. Each of CBS and the Stockholder agrees that a final judgment in any      
action or proceeding shall be conclusive and may be enforced in other           
jurisdictions by suit on the judgment or in any other manner provided by law.   

(b) Each of CBS and the Stockholder irrevocably consents to the service of
the summons and complaint and any other process in any other action or          
proceeding relating to the transactions contemplated by this Agreement, on      
behalf of itself or its property, by personal delivery of copies of such        
process to such party. Nothing in this Section 13 shall affect the right of any 
party to serve legal process in any other manner permitted by law.              

Section 14. Headings. The descriptive headings contained in this Agreement
are included for convenience of reference only and shall not affect in any way  
the meaning or interpretation of this Agreement.                                

Section 15. Amendments. This Agreement may be amended or modified, and the
terms and conditions hereof may be waived, only (i) by a written instrument     
signed by the parties hereto or, in the case of a waiver, by each party waiving 
compliance and (ii) after the Effective Time if any such amendment or waiver is 
concurred in by at least 14 members of the Board of Directors of Viacom.        

Section 16. Counterparts. This Agreement may be executed and delivered    
(including by facsimile transmission) in one or more counterparts, and by the   
different parties hereto in separate counterparts, each of which when executed  
and delivered shall be deemed to be an original but all of which taken together 
shall constitute one and the same agreement.                                    

Section 17. WAIVER OF JURY TRIAL. EACH OF CBS AND THE STOCKHOLDER HEREBY  
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR      
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR   
RELATING TO THIS AGREEMENT OR THE ACTIONS OF CBS AND THE STOCKHOLDER IN THE     
NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.               

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 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed as of the date first written above by their respective officers     
thereunto duly authorized.                                                      

                             National Amusements, Inc.

                                          /s/ Sumner M. Redstone
                                         by __________________________________
                                          Name: Sumner M. Redstone
                                          Title: Chairman, President
                                           & Chief Executive Officer

                   CBS Corporation

                                           /s/ Fredric G. Reynolds
                                         by __________________________________
                                           Name: Fredric G. Reynolds
                                          Title: Executive Vice President,
                                           Chief Financial Officer

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                                                                         ANNEX F

VIACOM INC. 

September 6, 1999 

Sumner M. Redstone                                                              
The Carlyle Hotel                                                               
Suite 3201                                                                      
35 East 76th Street                                                             
New York, New York 10021                                                        

Dear Mr. Redstone:                                                              

This is to confirm our agreement that, effective as of the Effective Time 
(as defined in the Agreement and Plan of Merger (the "Merger Agreement")        
between Viacom Inc. ("Viacom") and CBS Corporation ("CBS"), dated as of the     
date hereof) (the "Effective Date"), you shall be paid the following            
compensation by Viacom, in addition to any compensation, benefits and           
perquisites you have heretofore received from Viacom.                           

As the sole compensation for services to be rendered by you in all        
capacities to Viacom, its subsidiaries and affiliates, you will receive the     
following compensation.                                                         

 (a) Salary: For all the services rendered by you in any capacity to Viacom,
its subsidiaries and affiliates, Viacom agrees to pay you a base salary at the  
rate of $1,000,000 per annum ("Salary"), payable in accordance with Viacom's    
then effective payroll practices.                                               

  (b) Bonus Compensation: In addition to your Salary, you shall be entitled to
receive bonus compensation for each of the calendar years during your           
employment with Viacom, determined and payable as follows ("Bonus"):            

(i) Your Bonus for each of the calendar years during your employment  
with Viacom will be based upon a measurement of performance against         
objectives in accordance with Viacom's Short-Term Incentive Plan and its    
Senior Executive Short-Term Incentive Plan, as the same may be amended from 
time to time (collectively, the "STIP"), which objectives shall be no less  
favorable to you than the objectives used to determine the amount of bonus  
payable to any other executive of Viacom whose bonus is based in whole or   
in part on corporate performance and who participates in the STIP.          

(ii) Your Target Bonus and Maximum Bonus opportunity for each calendar
year (prorated for calendar year 2000 by multiplying such amount by a       
fraction, the numerator of which is the number of days in 2000 following    
the Effective Date, and the denominator of which is 365) during your        
employment with Viacom shall be as follows:                                 

                                                                [Download Table]

Year                                                     Target     Maximum  
----                                                   ---------- -----------
                                                                             
2000.................................................. $5,000,000 $10,000,000
2001.................................................. $5,500,000 $11,000,000
2002.................................................. $6,050,000 $12,100,000
2003 and thereafter................................... $6,655,000 $13,310,000

(iii) Your Bonus for any calendar year shall be payable by February 28
of the following year.                                                      

(c) Deferred Compensation: In addition to your Salary and Bonus, you shall
earn, in respect of calendar year 2000 and each calendar year thereafter during 
your employment with Viacom, an additional amount ("Deferred Compensation"),    
the payment of which (together with the return thereon as provided in this      
paragraph (c)) shall be deferred until January of the first calendar year       
following the year in which you cease to be an "executive officer" of Viacom,   
as defined for purposes of the Securities Exchange Act of 1934, as              

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amended. The amount of Deferred Compensation for calendar year 2000 shall be    
$2,000,000, prorated by multiplying such amount by a fraction, the numerator of 
which is the number of days in 2000 following the Effective Date, and the       
denominator of which is 365. The amount of Deferred Compensation for calendar   
years 2001 through 2003 shall be subject to annual increases each January 1st,  
commencing January 1, 2001, in an amount equal to 10% of the sum of your Salary 
and Deferred Compensation for the preceding year. Deferred Compensation shall   
be credited to a bookkeeping account maintained by Viacom on your behalf, the   
balance of which account shall periodically be credited (or debited) with       
deemed positive (or negative) return calculated in the same manner, and at the  
same times, as the deemed return on your account under the excess 401(k) plan   
of Viacom (as such plan may be amended from time to time) is determined or, if  
you do not participate in such plan, with a return to be mutually agreed by the 
Company and you. Viacom's obligation to pay the Deferred Compensation           
(including the return thereon provided for in this paragraph (c)) shall be an   
unfunded obligation to be satisfied from the general funds of Viacom.           

(d) Grant: You will be awarded a grant (the "Grant") under Viacom's 1997  
Long-Term Management Incentive Plan (the "1997 LTMIP") of stock options to      
purchase 2,000,000 shares of Viacom's Class B Common Stock, effective as of the 
Effective Date, with an exercise price equal to the fair-market value of        
Viacom's Class B Common Stock on the date of the Grant. The Grant shall vest in 
three equal installments on the first, second and third anniversaries of the    
Effective Date. Such stock options shall be subject to terms identical in all   
material respects to those applicable to the grant to be made to Mr. Karmazin   
as of the Effective Date.                                                       

If you agree with the foregoing terms, please execute this letter in the  
space provided below and return a copy to the undersigned.                      

               VIACOM Inc.

                                          /s/ Philippe P. Dauman
                                         By: _________________________________
                                          Philippe P. Dauman
                                           Deputy Chairman
ACCEPTED AND AGREED:                                                            

/s/ Sumner M. Redstone                                            
_____________________________________                                           
Sumner M. Redstone                                            

September 6, 1999                                                               

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                                                                         ANNEX G

VIACOM INC. 

September 6, 1999 

Mel Karmazin                                                                    
1 Central Park West                                                             
New York, New York 10023                                                        

Dear Mel:                                                                       

Viacom Inc. ("Viacom"), having an address at 1515 Broadway, New York, New 
York 10036, agrees to employ you and you agree to accept such employment upon   
the following terms and conditions:                                             

1. Term. The term of your employment hereunder shall commence on the  
Effective Time (as defined in the Agreement and Plan of Merger between      
Viacom and CBS Corporation ("CBS"), dated as of the date hereof (the        
"Merger Agreement"), pursuant to which CBS shall merge with and into        
Viacom) (the "Effective Date") and, unless terminated by Viacom or you      
pursuant to paragraph 8 hereof, shall continue through and until December   
31, 2003. The period from the Effective Date through December 31, 2003      
shall hereinafter be referred to as the "Employment Term," notwithstanding  
any earlier termination pursuant to paragraph 9. In the event that the      
Merger Agreement is terminated or otherwise abandoned, this Agreement shall 
be void ab initio.                                                          

2. Duties. During the Employment Term, you agree to devote your entire
business time, attention and energies to the business of Viacom and its     
subsidiaries. This is not intended to prevent you from engaging in other    
activities that do not conflict with or interfere with the performance of   
your duties and responsibilities hereunder. You will be President and Chief 
Operating Officer of Viacom reporting directly and solely to Sumner M.      
Redstone, the Chairman of the Board and Chief Executive Officer of Viacom   
(the "Chairman"), and, upon the termination of the Chairman's service as    
Chief Executive Officer during the Employment Term, you shall be appointed  
the Chief Executive Officer. You will perform such duties and have such     
responsibilities set forth in Article XIII of the Amended and Restated      
Certificate of Incorporation of Viacom to be effective as of the Effective  
Date (the "Certificate of Incorporation"), a copy of which is attached      
hereto as Exhibit A. You will have such authority as is necessary for the   
performance of your obligations hereunder. You shall serve as a member of   
the Boards of Directors of Viacom and Circular. Your principal place of     
business shall be at Viacom's headquarters in the New York City             
metropolitan area and you shall not be required to relocate outside of the  
New York City metropolitan area. You shall be entitled to continue to serve 
on the corporate, charitable and educational boards of which you are a      
member as of the date hereof.                                               

  3. Compensation. As the sole compensation for services to be rendered by
you during the Employment Term in all capacities to Viacom, its             
subsidiaries and affiliates, you will receive the following compensation.   

(a) Salary: For all the services rendered by you in any capacity to   
Viacom, its subsidiaries and affiliates, Viacom agrees to pay you a base    
salary at the rate of $1,000,000 per annum ("Salary"), payable in           
accordance with Viacom's then effective payroll practices.                  

(b) Bonus Compensation: In addition to your Salary, you shall be      
entitled to receive bonus compensation for each of the calendar years       
during the Employment Term, determined and payable as follows ("Bonus"):    

 (i) Your Bonus for each of the calendar years during the Employment
Term will be based upon a measurement of performance against objectives 
in accordance with Viacom's Short-Term Incentive Plan and its Senior    
Executive Short-Term Incentive Plan, as the same may be amended from    
time to time                                                            

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   (collectively, the "STIP"), which objectives shall be no less favorable
    to you than the objectives used to determine the amount of bonus payable
to any other executive of Viacom whose bonus is based in whole or in
part on corporate performance and who participates in the STIP.     

(ii) Your Target Bonus and Maximum Bonus opportunity for each     
calendar year (prorated for calendar year 2000 by multiplying such      
amount by a fraction, the numerator of which is the number of days in   
2000 following the Effective Date, and the denominator of which is 365) 
during the Employment Term shall be as follows:                         

                                                                [Download Table]

Year                                                  Target     Maximum  
----                                                ---------- -----------
                                                                          
2000............................................... $5,000,000 $10,000,000
2001............................................... $5,500,000 $11,000,000
2002............................................... $6,050,000 $12,100,000
2003............................................... $6,655,000 $13,310,000

 (iii) Your Bonus for any calendar year shall be payable by February
28 of the following year (even if not during the Employment Term).      

(c) Deferred Compensation: In addition to your Salary and Bonus, you  
shall earn, in respect of calendar year 2000 and each calendar year during  
the Employment Term after 2000, an additional amount ("Deferred             
Compensation"), the payment of which (together with the return thereon as   
provided in this paragraph 3(c)) shall be deferred until January of the     
first calendar year following the year in which you cease to be an          
"executive officer" of Viacom, as defined for purposes of the Securities    
Exchange Act of 1934, as amended. The amount of Deferred Compensation for   
calendar year 2000 shall be $2,000,000, prorated by multiplying such amount 
by a fraction, the numerator of which is the number of days in 2000         
following the Effective Date, and the denominator of which is 365. The      
amount of Deferred Compensation for calendar years 2001 through 2003 shall  
be subject to annual increases each January 1st, commencing January 1,      
2001, in an amount equal to 10% of the sum of your Salary and Deferred      
Compensation for the preceding year. Deferred Compensation shall be         
credited to a bookkeeping account maintained by Viacom on your behalf, the  
balance of which account shall periodically be credited (or debited) with   
deemed positive (or negative) return calculated in the same manner, and at  
the same times, as the deemed return on your account under the excess       
401(k) plan of Viacom (as such plan may be amended from time to time) is    
determined (it being understood and agreed that if at any time during which 
the Deferred Compensation remains payable your excess 401(k) account        
balance is distributed in full to you, your Deferred Compensation account   
shall continue to be credited or debited with a deemed return based on the  
investment portfolio in which your excess 401(k) account was notionally     
invested immediately prior to its distribution). Viacom's obligation to pay 
the Deferred Compensation (including the return thereon provided for in     
this paragraph 3(c)) shall be an unfunded obligation to be satisfied from   
the general funds of Viacom.                                                

  (d) Grant: You will be awarded a grant (the "Grant") under Viacom's 1997
Long-Term Management Incentive Plan (the "1997 LTMIP") of stock options to  
purchase 2,000,000 shares of Viacom's Class B Common Stock (such number to  
be adjusted for any stock split, stock dividend or other similar            
transaction that would result in an adjustment under the terms of the 1997  
LTMIP if such options were granted on the date hereof), effective as of the 
Effective Date, with an exercise price equal to the fair-market value of    
Viacom's Class B Common Stock on the Effective Date. Except as provided     
herein, the Grant shall be made in accordance with the standard terms of    
stock option awards under the 1997 LTMIP (a copy of the standard form of    
such stock option awards is attached hereto as Exhibit B), shall vest in    
three equal installments on the first, second and third anniversaries of    
the Effective Date and shall be for a ten-year term. In the event you cease 
to be employed by the Company for any reason upon the expiration of the     
Employment Term, you shall be able to exercise the Grant for two years      
following such termination.                                                 

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4. Benefits.                                                              

(a) You shall be entitled to participate in such medical, dental and life 
insurance, 401(k), pension and other plans as Viacom may have or establish from 
time to time and in which any other Viacom executives are eligible to           
participate. The foregoing, however, shall not be construed to require Viacom   
to establish any such plans or to prevent the modification or termination of    
such plans once established, and no such action or failure thereof shall affect 
this Agreement; provided, however, that no modification of any plans in which   
you participate shall be made which results in treating you less favorably than 
other senior executives of Viacom. It is further understood and agreed that all 
benefits (including without limitation, Viacom's Pension and Excess Pension     
Plans, short term disability program, Long-Term Disability program and any      
supplement thereto, life insurance and any applicable death benefit) you may be 
entitled to as an employee of Viacom shall be based upon your Salary and, your  
Deferred Compensation, as set forth in paragraphs 3(a) and (c) hereof, and not  
upon any bonus compensation due, payable or paid to you hereunder, except where 
the benefit plan expressly provides otherwise. In addition, it is hereby        
expressly agreed that you shall retain all benefits that you have accrued under 
any compensation and benefit plans of CBS. You shall be entitled to four (4)    
weeks vacation.                                                                 

(b) Viacom shall provide you with no less than Five Million Dollars       
($5,000,000) of term life insurance during the Employment Term. You shall have  
the right to assign the policy for such life insurance to your spouse or issue  
or to a trust or trusts primarily for the benefit of your spouse and/or issue.  

  (c) In addition to the benefits described in paragraphs 4(a) and (b) hereof,
Viacom agrees that you shall be credited for service accrued or deemed accrued  
prior to the Effective Date with CBS or any of its subsidiaries or predecessors 
for all purposes under any employee benefit plans, programs or arrangement      
established or maintained by Viacom or any of its subsidiaries; provided,       
however that such crediting of service shall not operate to duplicate any       
benefit or the funding of any such benefit.                                     

(d) Notwithstanding anything herein to the contrary, if it is determined  
that any payment or benefit provided to you (whether hereunder or otherwise,    
and including any payments or benefits resulting from the transactions          
contemplated by the Merger Agreement) would be subject to the excise tax        
imposed by Section 4999 of the Code or any interest or penalties with respect   
to such excise tax (such excise tax, together with any interest or penalties    
thereon, is herein referred to as an "Excise Tax"), then you shall be entitled  
to an additional cash payment (a "Gross-Up Payment") in an amount that will     
place you in the same after-tax economic position that you would have enjoyed   
if the Excise Tax had not applied to the payment. The amount of the Gross-Up    
Payment shall be determined by Viacom's regular independent auditors. No Gross- 
Up Payments shall be payable hereunder if Viacom's auditors determine that such 
payments are not subject to an Excise Tax. Viacom's auditors shall be paid by   
Viacom for services performed hereunder.                                        

5. Business Expenses. During the Employment Term, you shall be reimbursed 
for such reasonable travel and other expenses incurred in the performance of    
your duties hereunder as are customarily reimbursed to senior executives of     
Viacom.                                                                         

 6. Perquisites. You shall be eligible for all perquisites made available by
Viacom from time to time during the Employment Term to other senior executives  
of Viacom. Without limiting the generality of the foregoing, you shall be       
entitled to (i) a car allowance and insurance in accordance with Viacom's       
policy and (ii) use of a private airplane on a basis no less favorable than as  
provided by CBS to you as of the date of execution of this Agreement, or, if    
more beneficial to you, as provided by Viacom to any of its senior executives.  

7. Exclusive Employment, Confidential Information, Etc.                   

(a) Non-Competition. You agree that your employment hereunder is on an    
exclusive basis, and that during the period of your employment hereunder and,   
in the event during the Employment Term, of (x) a termination of your           
employment pursuant to paragraph 9(a) hereof or (y) your resignation without    
Good Reason, for a period of eighteen (18) months following the date of such    
termination or resignation, as the case                                         

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may be (the "Non-Compete Period"), you will not engage in any other business    
activity which is in conflict with your duties and obligations hereunder. You   
agree that during the Non-Compete Period you shall not directly or indirectly   
engage in or participate as an officer, employee, director, agent of or         
consultant for any business directly competitive with that of Viacom, nor shall 
you make any investments in any company or business competing with Viacom;      
provided, however, that nothing herein shall prevent you from investing as less 
than a two (2%) percent shareholder in the securities of any company listed on  
a national securities exchange or quoted on an automated quotation system.      

(b) Confidential Information. You agree that you shall not, during the    
Employment Term or at any time thereafter, use for your own purposes, or        
disclose to or for the benefit of any third party, any trade secret or other    
confidential information of Viacom or any of its affiliates or predecessors     
(except as may be required by law or in the performance of your duties          
hereunder consistent with Viacom's policies) and that you will comply with any  
confidentiality obligations of Viacom to a third party, whether under agreement 
or otherwise. Notwithstanding the foregoing, confidential information shall be  
deemed not to include information which (i) is or becomes generally available   
to the public other than as a result of a disclosure by you or any other person 
who directly or indirectly receives such information from you or at your        
direction or (ii) is or becomes available to you on a non-confidential basis    
from a source which is entitled to disclose it to you.                          

  (c) No Employee Solicitation. You agree that, during the Employment Term and
for one (1) year thereafter, you shall not, directly or indirectly, engage,     
employ, or solicit the employment of any person who is then or has been within  
six (6) months prior thereto, an employee of Viacom or any of Viacom's          
affiliates or predecessors.                                                     

(d) Viacom Ownership. The results and proceeds of your services hereunder,
including, without limitation, any works of authorship resulting from your      
services during your employment with Viacom and/or any of its affiliates or     
predecessors and any works in progress, shall be works-made-for-hire and Viacom 
shall be deemed the sole owner throughout the universe of any and all rights of 
whatsoever nature therein, whether or not now or hereafter known, existing,     
contemplated, recognized or developed, with the right to use the same in        
perpetuity in any manner Viacom determines in its sole discretion without any   
further payment to you whatsoever. If, for any reason, any of such results and  
proceeds shall not legally be a work-for-hire and/or there are any rights which 
do not accrue to Viacom under the preceding sentence, then you hereby           
irrevocably assign and agree to assign any and all of your right, title and     
interest thereto, including, without limitation, any and all copyrights,        
patents, trade secrets, trademarks and/or other rights of whatsoever nature     
therein, whether or not now or hereafter known, existing, contemplated,         
recognized or developed to Viacom, and Viacom shall have the right to use the   
same in perpetuity throughout the universe in any manner Viacom determines      
without any further payment to you whatsoever. You shall, from time to time, as 
may be requested by Viacom, do any and all things which Viacom may deem useful  
or desirable to establish or document Viacom's exclusive ownership of any and   
all rights in any such results and proceeds, including, without limitation, the 
execution of appropriate copyright and/or patent applications or assignments.   
To the extent you have any rights in the results and proceeds of your services  
that cannot be assigned in the manner described above, you unconditionally and  
irrevocably waive the enforcement of such rights. This paragraph 7(d) is        
subject to, and shall not be deemed to limit, restrict, or constitute any       
waiver by Viacom of any rights of ownership to which Viacom may be entitled by  
operation of law by virtue of Viacom or any of its affiliates or predecessors   
being your employer.                                                            

  (e) Litigation. You agree that, during the Employment Term, for one (1) year
thereafter and, if longer, during the pendancy of any litigation or other       
proceeding, (i) you shall not communicate with anyone (other than your own      
attorneys and tax advisors and, except to the extent required by law or         
necessary in the performance of your duties hereunder) with respect to the      
facts or subject matter of any pending or potential litigation, or regulatory   
or administrative proceeding involving any of Viacom's affiliates or            
predecessors, other than any litigation or other proceeding in which you are a  
party-in-opposition, without giving prior notice to Viacom or Viacom's counsel, 
and (ii) in the event that any other party attempts to obtain information or    
documents from you with respect to matters possibly related to such litigation  
or other proceeding, you shall promptly so notify Viacom's counsel unless you   
are prohibited from doing so under applicable law.                              

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(f) No Right to Write Books, Articles, Etc. During the Employment Term,   
except as authorized by Viacom, you shall not prepare or assist any person or   
entity in the preparation of any books, articles, television or motion picture  
productions or other creations, concerning Viacom or any of Viacom's affiliates 
or predecessors or any of their officers, directors, agents, employees,         
suppliers or customers.                                                         

 (g) Return of Property. All documents, data, recordings, or other property,
whether tangible or intangible, including all information stored in electronic  
form, obtained or prepared by or for you and utilized by you in the course of   
your employment with Viacom or any of its affiliates or predecessors shall      
remain the exclusive property of Viacom. In the event of the termination of     
your employment for any reason, Viacom reserves the right, to the extent        
permitted by law and in addition to any other remedy Viacom may have, to deduct 
from any monies otherwise payable to you the following: (i) the full amount of  
any debt you owe to Viacom or any of its affiliates or predecessors at the time 
of or subsequent to the termination of your employment with Viacom, and (ii)    
the value of the Viacom property which you retain in your possession after the  
termination of your employment with Viacom. In the event that the law of any    
state or other jurisdiction requires the consent of an employee for such        
deductions, this Agreement shall serve as such consent.                         

(h) Non-Disparagement. You and, to the extent set forth in the next       
sentence, Viacom agree that each party shall not, during the Employment Term    
and for one (1) year thereafter criticize, ridicule or make any statement which 
disparages or is derogatory of the other party in any communications with any   
customer or client. Viacom's obligations under the preceding sentence shall be  
limited to communications by its senior corporate executives having the rank of 
Senior Vice President or above.                                                 

(i) Injunctive Relief. Viacom has entered into this Agreement in order to 
obtain the benefit of your unique skills, talent, and experience. You           
acknowledge and agree that any violation of paragraphs 7(a) through (k) hereof  
will result in irreparable damage to Viacom, and, accordingly, Viacom may       
obtain injunctive and other equitable relief for any breach or threatened       
breach of such paragraphs, in addition to any other remedies available to       
Viacom.                                                                         

 (j) Survival; Modification of Terms. Your obligations under paragraphs 7(a)
through (i) hereof shall remain in full force and effect for the entire period  
provided therein notwithstanding the termination of the Employment Term         
pursuant to paragraph 9 hereof or otherwise. You and Viacom agree that the      
restrictions and remedies contained in paragraphs 7(a) through (k) are          
reasonable and that it is your intention and the intention of Viacom that such  
restrictions and remedies shall be enforceable to the fullest extent            
permissible by law. If it shall be found by a court of competent jurisdiction   
that any such restriction or remedy is unenforceable but would be enforceable   
if some part thereof were deleted or the period or area of application reduced, 
then such restriction or remedy shall apply with such modification as shall be  
necessary to make it enforceable.                                               

(k) No Selling of Viacom Stock without Board Consent. In consideration of 
your employment hereunder, you hereunder agree that, except as otherwise        
provided herein, during the period commencing on the date hereof and ending on  
the third anniversary of the Effective Date, you shall not sell or dispose of   
(nor exercise any limited rights or stock appreciation rights with respect to)  
any shares of capital stock of CBS or Viacom held by you, your immediate family 
members (which does not include your former spouse), or trusts or other         
entities in which you or your immediate family members have a controlling       
interest or are beneficiaries (together, the "Family Affiliates" and each, a    
"Family Affiliate") that you or any Family Affiliate now hold, or in the future 
may acquire, including, without limitation, shares that you or any Family       
Affiliate receive pursuant to the transactions contemplated by the Merger       
Agreement (whether in exchange for shares of CBS common stock or otherwise),    
under any stock options or other equity-based compensation awards made to you   
by CBS or by Viacom under this Agreement or under any other agreement awarding  
you shares of capital stock of Viacom, without first obtaining the consent of   
(i) if prior to the Effective Date, the Chairman, or (ii) if on or following    
the Effective Date, fourteen of the eighteen members of the Board of Viacom.    
This restriction shall lapse in the event that, during the Employment Term, you 
are terminated without Cause, resign for Good Reason, die or become disabled.   
Notwithstanding the foregoing, between the first anniversary of the Effective   
Date and the second anniversary of the Effective Date you and the Family        
Affiliates collectively may sell or                                             

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dispose of a number of shares equal to up to 10% of the shares held by you and  
the Family Affiliates on the Effective Date (including, for this purpose, the   
shares underlying any equity-based compensation awards held by you on the       
Effective Date, but not shares underlying any equity-based compensation awards  
granted to you pursuant to paragraph 3(d) or at any time after the Effective    
Date). Between the second anniversary of the Effective Date and the third       
anniversary of the Effective Date, you and the Family Affiliates collectively   
may sell or dispose of a number of shares equal to up to 10% of the shares held 
by you and the Family Affiliates on the second anniversary of the Effective     
Date (including, for this purpose, the shares underlying any equity-based       
compensation awards held by you on the Effective Date, but not shares           
underlying any equity-based compensation awards granted to you pursuant to      
paragraph 3(d) or at any time after the Effective Date), plus any shares that   
were not sold or disposed of by you and the Family Affiliates collectively      
under the prior year's limits. Notwithstanding the foregoing, you may transfer  
shares to Family Affiliates, but such shares shall remain subject to the        
restrictions contained in this paragraph 7(k).                                  

8. Incapacity. In the event you become totally medically disabled at any  
time during the Employment Term and are not expected to be able to              
substantially perform your duties for a six (6) consecutive month period, the   
Chairman, at any time after such disability has in fact continued for 60        
consecutive days, may determine that Viacom requires such duties and            
responsibilities be performed by another executive. In the event you become     
disabled, you will first receive benefits under Viacom's short-term disability  
program for the first 26 weeks of consecutive absence. Thereafter, you will be  
eligible to receive benefits under Viacom's Long-Term Disability ("LTD")        
program or any supplement thereto, in accordance with its terms.                

 Upon receipt of benefits under the LTD program you will also be entitled to
receive, subject to applicable withholding taxes:                               

  (i) a Target Bonus prorated for the portion of calendar year through the
date on which you become eligible to receive benefits under the LTD         
program, payable at the time that the Bonus for such calendar year would    
otherwise be paid;                                                          

 (ii) prorated Deferred Compensation for the calendar year in which such
benefits commence and Deferred Compensation attributable to prior calendar  
years, payable, together with the return thereon as provided in paragraph   
3(c), prior to January 31 of the calendar year following the calendar year  
in which such benefits commence;                                            

(iii) stock options granted to you under the 1997 LTMIP which are     
exercisable on or prior to the date as of which benefits commence under the 
LTD program or that would have vested and become exercisable on or before   
the last day of the Employment Term will be exercisable for two (2) years   
after the date as of which such benefits commence or, if later, until       
December 31, 2003, but in no event may such stock options be exercised      
following the expiration date of such stock options; and                    

In the event that you thereafter become able to substantially perform your
duties, you will then be entitled to receive from Viacom your Salary and        
Deferred Compensation at the rate being paid to you immediately prior to the    
commencement of such disability, and your Bonus calculated pursuant to          
paragraph 3(b) hereof, through the remainder of the Employment Term reduced by  
any employment compensation earned by you for any work or service performed for 
any other person.                                                               

9. Termination.                                                           

(a) Termination for Cause. Viacom may, at its option, terminate your      
employment under this Agreement forthwith for "cause", and Viacom shall         
thereafter have no further obligations under this Agreement, including, without 
limitation, any obligation to pay Salary or Bonus or provide benefits under     
this Agreement; provided, however, that Viacom may terminate this Agreement     
pursuant to this paragraph only with the affirmative vote of fourteen of the    
eighteen members of the Board of Viacom at a meeting called for such purpose at 
which you and a counsel of your choosing shall have an opportunity to be heard. 
For purposes of this Agreement, termination of this Agreement for "cause" shall 
mean termination for embezzlement, fraud or other conduct                       

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which would constitute a felony, conviction of a felony, or willful             
unauthorized disclosure of confidential information, or if you at any time      
materially breach this Agreement (including, without limitation, your failure,  
neglect of or refusal to substantially perform your obligations hereunder as    
set forth in paragraphs 2, 7(k) and 12 hereof), except in the event of your     
disability as set forth in paragraph 8. Anything herein to the contrary         
notwithstanding, Viacom will give you written notice prior to terminating this  
Agreement for your material breach setting forth the exact nature of any        
alleged breach and the conduct required to cure such breach. Except for a       
breach which by its nature cannot be cured, you shall have ten (10) business    
days from the giving of such notice within which to cure and within which       
period Viacom cannot terminate this Agreement for the stated reasons.           

  (b) Good Reason Termination. You may terminate your employment hereunder for
"Good Reason" at any time during the Employment Term by written notice to       
Viacom not more than thirty (30) days after the occurrence of the event         
constituting "Good Reason". Such notice shall state an effective date no        
earlier than thirty (30) business days after the date it is given. Viacom shall 
have ten (10) business days from the giving of such notice within which to      
cure. Good Reason shall mean any of the following, without your prior written   
consent, other than in connection with the termination of your employment for   
"cause" (as defined above) or in connection with your permanent disability:     

  (i) the assignment to you by Viacom of duties substantially inconsistent
with your positions, duties, responsibilities, titles or offices, the       
withdrawal of a material part of your responsibilities or a change in your  
reporting relationship, as set forth in paragraph 2 or in Article XIII of   
the Certificate of Incorporation as in effect on the Effective Date;        

(ii) a reduction by Viacom in your Salary or Target Bonus as in effect
at the date hereof or as the same may be increased from time to time during 
the Employment Term;                                                        

(iii) Viacom's requiring you to be based anywhere other than the New  
York City metropolitan area, except for required travel on Viacom's         
business to any extent substantially consistent with business travel        
obligations of other senior executives of Viacom;                           

(iv) Viacom's violation of Article XIII of the Certificate of         
Incorporation; or                                                           

(v) the material breach by Viacom of its obligations hereunder.       

(c) Termination Without Cause. Viacom may terminate your employment under 
this Agreement without "cause" (as defined above) at any time during the        
Employment Term by written notice to you; provided, however, that Viacom may    
terminate your employment pursuant to this paragraph only with the affirmative  
vote of fourteen of the eighteen members of the Board of Viacom.                

 (d) Termination Payments, Etc. In the event that your employment terminates
pursuant to paragraph 9(b) or 9(c) hereof, you shall be entitled to receive,    
subject to applicable withholding taxes:                                        

(i) your Salary as provided in paragraph 3(a) until the end of the    
Employment Term, payable in accordance with Viacom's then effective payroll 
practices;                                                                  

(ii) bonus compensation for each calendar year during the Employment  
Term equal to your Target Bonus as set forth in paragraph 3(b);             

  (iii) Deferred Compensation for each calendar year during the Employment
Term as set forth in paragraph 3(c); Deferred Compensation attributable to  
the calendar year in which the termination pursuant to paragraph 9(b) or    
9(c) hereof occurs and to prior calendar years shall be payable, together   
with the return thereon as provided in paragraph 3(c), prior to January 31  
of the calendar year following such termination; and Deferred Compensation  
attributable to subsequent calendar years shall be payable, together with   
the return thereon as provided in paragraph 3(c), prior to January 31 of    
each such following calendar year;                                          

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(iv) your perquisites as provided in paragraph 6 until the end of the 
Employment Term, payable in accordance with Viacom's then effective payroll 
practices;                                                                  

(v) medical and dental insurance coverage until the end of the        
Employment Term or, if earlier, the date on which you become eligible for   
medical and dental coverage from a third party employer; during this        
period, Viacom will pay an amount equal to the applicable COBRA premiums    
(or such other amounts as may be required by applicable law) (which amount  
will be included in your income for tax purposes to the extent required by  
applicable law); at the end of such period, you may elect to continue your  
medical and dental insurance coverage at your own expense for the balance,  
if any, of the period required by law;                                      

(vi) life insurance coverage as set forth in paragraph 4(b) until the 
end of the Employment Term (the amount of such insurance to be reduced by   
the amount of any insurance provided by a new employer without cost to      
you);                                                                       

(vii) stock options granted to you under the 1997 LTMIP which are     
exercisable on or prior to the date of the termination of your employment   
under paragraph 9(b) or 9(c) or that would have vested and become           
exercisable on or before the last day of the Employment Term will be        
exercisable for two (2) years after the date of such termination or, if     
later, until December 31, 2003, but in no event may such stock options be   
exercised following the expiration date of such stock options;              

 (viii) a supplemental pension benefit calculated in accordance with the
terms of the Excess Pension Plan and paragraph 4(c) as though you were      
employed through the end of the Employment Term; and                        

(ix) provision of an appropriate office and secretarial assistance for
up to six (6) months after the termination of your employment.              

The payments provided for in (i) above are in lieu of any severance or    
income continuation or protection under any Viacom plan that may now or         
hereafter exist. The payments and benefits to be provided pursuant to this      
paragraph 9(d) shall constitute liquidated damages, and shall be deemed to      
satisfy and be in full and final settlement of all obligations of Viacom to you 
under this Agreement.                                                           

(e) Termination of Benefits. Notwithstanding anything in this Agreement to
the contrary (except as otherwise provided in paragraph 9(d) with respect to    
medical, dental and life insurance and Excess Pension Plan benefits or in       
paragraphs 7 and 8 with respect to continued exercisability of options),        
coverage under all Viacom benefit plans and programs (including, without        
limitation, vacation, 401(k), excess 401(k) and pension plans, LTD and          
accidental death and dismemberment and business travel and accident insurance)  
will terminate upon the termination of your employment except to the extent     
otherwise expressly provided in such plans or programs.                         

10. Death. If you die prior to the end of the Employment Term, your       
beneficiary or estate shall be entitled to receive your Salary up to the date   
on which the death occurs, a pro-rated Target Bonus and pro-rated Deferred      
Compensation for the calendar year in which the death occurs and Deferred       
Compensation attributable to prior calendar years payable, together with the    
return thereon as provided in paragraph 3(c), prior to January 31 of the        
following calendar year. In addition, the vesting of all stock options granted  
under the 1997 LTMIP that are not exercisable as of the date on which the death 
occurs shall be accelerated, and your beneficiary or estate shall be entitled   
to exercise such stock options, together with all stock options that are        
exercisable as of the date of your death, for two (2) years after the date of   
death or, if later, until December 31, 2003, but in no event may such stock     
options be exercised following the expiration date of such stock options.       

11. Section 317 and 507 of the Federal Communications Act. You represent  
that you have not accepted or given nor will you accept or give, directly or    
indirectly, any money, services or other valuable consideration from or to      
anyone other than Viacom for the inclusion of any matter as part of any film,   
television program or other production produced, distributed and/or developed   
by Viacom and/or any of its affiliates or predecessors.                         

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12. Equal Opportunity Employer. You acknowledge that Viacom is an equal   
opportunity employer. You agree that you will comply with Viacom policies       
regarding employment practices and with applicable federal, state and local     
laws prohibiting discrimination on the basis of race, color, creed, national    
origin, age, sex or disability.                                                 

13. Indemnification.                                                      

(a) Viacom shall indemnify and hold you harmless, to the maximum extent   
permitted by law and by the Certificate of Incorporation and/or the By-laws of  
Viacom, against judgments, fines, amounts paid in settlement of and reasonable  
expenses incurred by you in connection with the defense of any action or        
proceeding (or any appeal therefrom) in which you are a party by reason of your 
position as President and Chief Operating Officer or any other office you may   
hold with Viacom or its affiliates or by reason of any prior positions held by  
you with Viacom or any of its affiliates or predecessors or for any acts or     
omissions made by you in good faith in the performance of any of your duties as 
an officer of Viacom.                                                           

(b) To the extent that Viacom maintains officers' and directors' liability
insurance, you will be covered under such policy.                               

14. Notices. All notices required to be given hereunder shall be given in 
writing, by personal delivery or by mail at the respective addresses of the     
parties hereto set forth above, or at such other address as may be designated   
in writing by either party. Any notice given by mail shall be deemed to have    
been given three days following such mailing.                                   

15. Assignment. This is an Agreement for the performance of personal      
services by you and may not be assigned by you or Viacom except that Viacom may 
assign this Agreement to any affiliate of or any successor in interest to       
Viacom.                                                                         

16. New York Law, Etc. This Agreement and all matters or issues collateral
thereto shall be governed by the laws of the State of New York applicable to    
contracts entered into and performed entirely therein. Any action to enforce    
this Agreement shall be brought in the state or federal courts located in the   
City of New York.                                                               

17. No Implied Contract. Nothing contained in this Agreement shall be     
construed to impose any obligation on Viacom to renew this Agreement or any     
portion thereof. The parties intend to be bound only upon execution of a        
written agreement and no negotiation, exchange of draft or partial performance  
shall be deemed to imply an agreement. Neither the continuation of employment   
nor any other conduct shall be deemed to imply a continuing agreement upon the  
expiration of this Agreement.                                                   

18. Entire Understanding. This Agreement contains the entire understanding
of the parties hereto relating to the subject matter herein contained, and can  
be changed only by a writing signed by both parties hereto.                     

19. Void Provisions. If any provision of this Agreement, as applied to    
either party or to any circumstances, shall be adjudged by a court to be void   
or unenforceable, the same shall be deemed stricken from this Agreement and     
shall in no way affect any other provision of this Agreement or the validity or 
enforceability of this Agreement.                                               

 20. Supersedes Previous Agreement. Effective as of the Effective Date, this
Agreement shall supersede and cancel all prior agreements relating to your      
employment by Viacom or any of its affiliates and predecessors, including,      
without limitation, the employment agreement with Westinghouse Electric         
Corporation, dated as of June 20, 1996, and any amendments thereto.             
Notwithstanding the preceding sentence, this Agreement is not intended, and     
shall not be construed, to affect your rights in any compensation or benefits   
that have been granted or accrued prior to the beginning of the Employment      
Term.                                                                           

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If the foregoing correctly sets forth our understanding, please sign one  
copy of this letter and return it to the undersigned, whereupon this letter     
shall constitute a binding agreement between us.                                

                     Very truly yours,

               Viacom Inc.

                                           /s/ Michael D. Fricklas
                                         By: _________________________________
                                           Michael D. Fricklas
                                          Senior Vice President, General
                                           Counsel and Secretary

ACCEPTED AND AGREED:                                                            

/s/ Mel Karmazin                                          
_____________________________________                                           
Mel Karmazin                                          

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EXHIBIT A 

Article XIII of the Amended and Restated Certificate of Incorporation 
(attached)

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EXHIBIT B 

Form of the Award Agreement 
(attached)

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                                                                       EXHIBIT A

RESTATED CERTIFICATE OF INCORPORATION 
OF
VIACOM INC. 

ARTICLE XIII

Governance of the Corporation 
During Specified Period 

(1) Definitions. As used in this Article XIII, the following terms shall  
have the following meanings:                                                    

(a) "CBS" shall mean CBS Corporation, a Pennsylvania corporation,     
immediately prior to the Effective Time.                                    

  (b)  "CBS Directors" shall mean (i) eight (8) of those directors serving
as members of the Board of Directors of CBS on September 6, 1999 (or any    
Independent Directors elected or appointed prior to the Effective Time to   
serve as a CBS Director) who are designated as such by the Board of         
Directors of CBS prior to the Effective Time and (ii) any Replacement CBS   
Director (as defined in Section 2(b) of this Article XIII).                 

(e) "CEO" shall mean the Chief Executive Officer.                     

(d) "COO" shall mean the President and Chief Operating Officer.       

  (e) "Effective Time" shall mean the time of filing of the Certificate of
Merger to which this Certificate of Incorporation is attached.              

(f) "Independent Director" shall mean a disinterested, independent    
person (determined in accordance with customary standards for independent   
directors applicable to U.S. public companies).                             

 (g) "NAI" shall mean National Amusements, Inc., a Maryland corporation,
and its successors or assigns.                                              

(h) "Specified Independent Directors" shall mean the directors of the 
Corporation first elected after 1993 and who are not management of the      
Corporation or NAI (together with any replacements of such persons).        

(i) "Specified Period" shall mean the period of three years commencing
at the Effective Time.                                                      

(j) "Stockholder Agreement" shall mean the Stockholder Agreement dated
as of September 6, 1999, by and between NAI and CBS, relating to            
Corporation governance matters.                                             

(k) "Viacom Directors" shall mean the ten (10) directors of the       
Corporation serving as the Board of Directors of the Corporation            
immediately prior to the Effective Time (including the Specified            
Independent Directors).                                                     

(2) Directors.                                                            

(a) Effective immediately at the Effective Time, the Board of Directors   
shall consist of eighteen (18) directors. The number of directors may be fixed  
by resolution of the Board from time to time, provided, however, that the size  
of the Board of Directors may not be changed during the Specified Period        
without the approval of at least fourteen (14) directors. At the Effective      
Time, ten (10) directors shall be Viacom Directors and eight (8) directors      
shall be CBS Directors.                                                         

(b) Until the expiration of the Specified Period, the Board of Directors  
(subject to the fiduciary duties of the directors) shall take all action        
necessary to ensure that any seat on the Board of Directors held by (i) a CBS   

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Director which becomes vacant is filled promptly by a person qualifying as an   
Independent Director and designated to fill such seat by a majority of the CBS  
Directors remaining on the Board of Directors (a "Replacement CBS Director")    
and (ii) a Specified Independent Director which becomes vacant is filled        
promptly by an Independent Director who is the chief executive officer, chief   
operating officer or chief financial officer or former chief executive officer  
of a Fortune 500 company or a non-U.S. public company of comparable size.       

(c) During the Specified Period, all committees of the Board of Directors 
(other than the Compensation Committee and the Officers Nominating Committee)   
shall have such number of CBS Directors as equals the total number of members   
of the Committee multiplied by a fraction, the numerator of which is eight (8)  
and the denominator of which is eighteen (18), rounded to the closest whole     
number; provided that in no event shall any committee have (x) fewer than one   
(1) CBS Director or (y) less than a majority of Viacom Directors.               

(d) During the Specified Period, the Board of Directors shall not take any
action or fail to take any action which would have the effect of eliminating,   
limiting, restricting, avoiding or otherwise modifying the effect of the        
provisions set forth in this Article XIII (e.g., by creating a holding company  
structure if the certificate of incorporation or similar document of such       
holding company does not contain equivalent provisions).                        

(3) Chairman and Chief Executive Officer.                                 

(a) At the Effective Time, Sumner Redstone shall remain the Chairman and  
CEO. In the event that Sumner Redstone is not the CEO at the Effective Time or  
ceases to be the CEO at any time during the Specified Period, then Mel          
Karmazin, if he is COO at such time, shall succeed to the position of CEO for   
the remainder of the Specified Period. During any such period of succession,    
Mel Karmazin shall continue to exercise the powers, rights, functions and       
responsibilities of the COO in addition to exercising those of the CEO.         

(b) The Chairman shall chair all meetings of the Board of Directors and   
stockholders at which he is present.                                            

(c) The CEO shall be responsible, in consultation with the COO, for       
corporate policy and strategy and the COO shall consult on all major decisions  
with, and shall report directly to, the CEO, during the Specified Period;       
provided, however, that the CEO shall not exercise any powers, rights,          
functions or responsibilities of the COO unless Mel Karmazin is the CEO.        

(4) President and Chief Operating Officer.                                

 (a) At the Effective Time, the President and Chief Operating Officer of the
Corporation shall be Mel Karmazin. During the Specified Period, Mel Karmazin    
may not be terminated or demoted from the position of COO (or, in the event     
that Sumner Redstone is not the CEO, from the position of CEO) and no COO       
Functions (as defined below) may be changed without the affirmative vote of at  
least fourteen (14) directors.                                                  

(b) Subject to the requirement that the COO consult with the CEO on all   
major decisions, the powers, rights, functions and responsibilities of the COO  
(collectively, the "COO Functions") shall include, without limitation, the      
following:                                                                      

(i) supervising, coordinating and managing the Corporation's business,
operations, activities, operating expenses and capital allocation;          

  (ii) matters relating to officers (other than the Chairman, CEO and COO)
and employees, including, without limitation, hiring (subject to (A) the    
specific Board of Directors authority described below with respect to the   
CFO, the General Counsel and the Controller and (B) Section 5 below),       
terminating, changing positions and allocating responsibilities of such     
officers and employees; and                                                 

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(iii) substantially all of the powers, rights, functions and          
responsibilities typically exercised by a chief operating officer.          

  All officers (other than the Chairman, CEO and COO) will report, directly or
indirectly, to the COO (this reporting relationship will be deemed a COO        
Function).                                                                      

(c) In the event that Mel Karmazin is not COO or CEO, the Board may       
terminate the COO's employment, eliminate the COO position and the Officers     
Nominating Committee and reallocate the COO Functions without regard to the     
other provisions of this Article XVIII.                                         

(5) Officers Nominating Committee; Compensation Committee.                

(a) Subject to the powers of the Compensation Committee set forth below,  
during the Specified Period, all powers of the Board of Directors, including,   
without limitation, the right to hire, elect, terminate, change positions,      
allocate responsibilities or determine non-equity compensation, with respect to 
officers and employees, shall be exercised, subject to clauses (b) and (c)      
below, by, and delegated to, the Officers Nominating Committee of the Board of  
Directors. The Officers Nominating Committee shall consist solely of the member 
of the Board of Directors who is the COO, except that in the event Mel Karmazin 
succeeds to the position of CEO, the sole member of the Officers Nominating     
Committee shall be the member of the Board of Directors who is the CEO.         

(b) The Officers Nominating Committee shall have no powers with respect to
the Chairman, CEO and COO, and shall not have the power to fill the positions   
of Chief Financial Officer, Controller or General Counsel of the Corporation    
without the approval of the Board of Directors; provided that this provision    
shall in no way affect the other powers and authorities of the Officers         
Nominating Committee with respect to the Chief Financial Officer, Controller    
and General Counsel positions, including, without limitation, the power to      
terminate employment of persons holding such positions.                         

(c) The Compensation Committee shall not be required to, or have any power
to, approve the annual compensation of (i) any employee if the total value of   
such employee's annual cash compensation (assuming for this purpose that the    
actual bonus of each officer and employee is equal to his or her target bonus)  
is less than $1 million or (ii) talent (as such term is commonly used in the    
media or entertainment industries), in each such case which power shall be      
delegated to the Officers Nominating Committee. The annual compensation of all  
other officers and employees and any equity or equity-based compensation of any 
officer or employee must be approved by the Compensation Committee.             

 (d) The Compensation Committee shall consist of three CBS Directors who are
Independent Directors and three non-CBS Directors, two of whom will be the      
Specified Independent Directors and the other of whom will be an Independent    
Director.                                                                       

(e) Any decision or determination of the Officers Nominating Committee may
be reversed or overridden by (and only by) the affirmative vote of at least     
fourteen (14) directors.                                                        

(6) Stockholder Agreement.                                                

The Stockholder Agreement may not be amended, and no provision thereof may
be modified or waived, except with the approval of at least fourteen (14)       
directors.                                                                      

(7) Issuance of Voting Stock.                                             

During the Specified Period, in addition to any other approval required by
law or by this Restated Certificate of Incorporation, the Corporation may not   
issue (i) additional shares of Class A Common Stock or (ii) any shares of       
Preferred Stock or any other class or series of stock or securities, in each    
case with, or convertible into or exchangeable or exercisable for stock or      
other securities with, the right to vote on any                                 

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matter on which stockholders are entitled to vote if the result would be that   
parties bound by the Stockholder Agreement could fail to own at least a         
majority of the outstanding shares of voting stock of the Corporation.          

(8) Voting.                                                               

During the Specified Period, except for those actions set forth on Annex I
to this Restated Certificate of Incorporation, which shall require the approval 
of the Board of Directors, all action by the Board of Directors shall require   
the affirmative vote of at least fourteen (14) directors. At all meetings of    
the Board of Directors a majority of the full Board of Directors shall          
constitute a quorum for the transaction of business and the act of a majority   
of the Directors present at any meeting at which there is a quorum shall be the 
act of the Board of Directors, except as may be otherwise specifically provided 
by statute or this Restated Certificate of Incorporation. If a quorum shall not 
be present at any meeting of the Board of Directors, the Directors present      
thereat may adjourn the meeting from time to time, without notice other than    
announcement at the meeting, until a quorum shall be present.                   

(9) Amendment.                                                            

Until the expiration of the Specified Period the provisions of any Article
of this Restated Certificate which refer to this Article XIII, the provisions   
of this Article XIII, and the provisions of Article VIII of the by-laws of the  
Corporation, may not be amended, altered, repealed or waived in any respect     
without the approval of at least fourteen (14) directors.                       

(10) Successors.                                                          

During the Specified Period, the provisions of this Article XIII shall be 
applicable to (i) any successor to the Corporation as the result of a merger,   
consolidation or other business combination, whether or not the Corporation is  
the surviving company in such transaction, or otherwise and (ii) any            
corporation or other entity with respect to which the Corporation or its        
successor is or becomes a direct or indirect subsidiary, the Board of Directors 
shall not permit the Corporation to be a party to any transaction which would   
not comply with the foregoing without the approval of at least fourteen (14)    
directors.                                                                      

(11) Subsidiaries.                                                        

  The Board of Directors shall have the right, following consultation with the
COO or, if Mel Karmazin is the CEO, the CEO, with respect to any public company 
which is a subsidiary of the Corporation, to take such steps as the Board of    
Directors reasonably determines are necessary to implement corporate governance 
arrangements applicable to such subsidiary in a manner as consistent as         
practicable with the provisions contained in this Restated Certificate of       
Incorporation; provided that any such steps shall not vest in the Board of      
Directors greater power or provide the COO with fewer rights than those         
provided for in this Restated Certificate of Incorporation.                     

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EXHIBIT B 

Form of Agreement Under the 
Viacom Inc. 
1997 Long-Term Management Incentive Plan
for the 1999 Stock Option Grant 

AGREEMENT, dated as of          , by and between Viacom Inc., a Delaware  
corporation (the "Company"), and           (the "Participant"), with respect to 
the 1999 grant of stock options under the Company's 1997 Long-Term Management   
Incentive Plan, as amended (the "Plan").                                        

 This Agreement, together with the Memorandum dated       and the agreements
delivered under the Plan in connection with each grant of stock options under   
the Plan, constitutes the prospectus covering the shares of Class B Common      
Stock subject to the Plan. The Participant can receive additional copies of his 
or her Plan agreements and the Memorandum upon request to the Administrator,    
Long-Term Incentive Plans, Viacom Inc., 1515 Broadway, New York, New York       
10036.                                                                          

WITNESSETH: 

WHEREAS, the Participant is now employed by the Company or one of its     
subsidiaries in a key capacity and the Company desires to reward the            
Participant, in accordance with the terms hereof, for the Participant's         
contributions to the financial success of the Company by awarding the           
Participant stock options to purchase shares of Class B Common Stock;           

NOW, THEREFORE, in consideration of the covenants and agreements herein   
contained, the parties hereto hereby agree as follows:                          

ARTICLE I 

Terms of Stock Options

Section 1.1 Grant of Stock Options. Subject to the terms and conditions   
contained herein and in the Plan, the terms of which are hereby incorporated by 
reference, the Company hereby awards to the Participant, effective as of        
         (the "Date of Grant"), a grant of stock options (the "Stock Options")
to purchase           shares of Class B Common Stock at an exercise price of    
$       for each share (the "Exercise Price"). The capitalized terms used in    
this Agreement which are not otherwise defined herein shall have the meanings   
assigned to them in Article III hereof. The Stock Options granted hereunder are 
not intended to be, or qualify as, "Incentive Stock Options" within the meaning 
of Section 422 of the Code.                                                     

Section 1.2 Terms of Stock Options.                                       

(a) Vesting. The Stock Options shall be exercisable only to the extent the
Participant is vested therein. The Stock Options shall vest in one-third        
increments on        and          .                                             

(b) Option Period. Except as provided in Section 1.2(c) hereof, the period
during which the Stock Options may be exercised shall expire on the tenth       
anniversary of the Date of Grant (the "Expiration Date").                       

  (c) Exercise in the Event of Termination of Employment, Retirement, Death or
Permanent Disability.                                                           

(i) Termination other than for Cause, Retirement, Death or Permanent  
Disability. In the event that (A) the Participant ceases to be an employee  
of the Company or any of its subsidiaries by reason of the voluntary        
termination by the Participant or the termination by the Company or any of  
its subsidiaries other than for Cause, the Participant may exercise his or  
her Outstanding Stock Options to the extent then                            

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exercisable until the earlier of six months after the date of such          
termination (or such longer period, not in excess of the second anniversary 
of the Date of Grant of such Stock Options, as may be determined by the     
Committee, in its discretion) or the Expiration Date, (B) the Participant   
ceases to be an employee of the Company or any of its subsidiaries by       
reason of the Participant's Retirement, the Participant may exercise his or 
her Outstanding Stock Options to the extent then exercisable until the      
earlier of two years after such date or the Expiration Date, (C) the        
Participant dies during a period during which his or her Stock Options      
could have been exercised by him or her, his or her Outstanding Stock       
Options may be exercised to the extent exercisable at the date of death by  
the person who acquired the right to exercise such Stock Options by will or 
the laws of descent and distribution until the earlier of one year after    
such death (or such longer period as may be determined by the Committee, in 
its discretion, prior to the expiration of such one-year period) or the     
Expiration Date, or (D) the Permanent Disability of the Participant occurs, 
the Participant may exercise his or her Outstanding Stock Options to the    
extent exercisable upon the onset of such Permanent Disability until the    
earlier of one year after such date (or such longer period not in excess of 
two years after such date as may be determined by the Committee in its      
discretion) or the Expiration Date. Upon the occurrence of an event         
described in clauses (A), (B), (C) or (D) of this Section 1.2(c)(i), all    
rights with respect to Stock Options that are not vested as of such event   
will be relinquished.                                                       

(ii) Termination for Cause. If the Participant's employment with the  
Company or any of its subsidiaries ends because of a Termination for Cause, 
all Outstanding Stock Options, whether or not then vested, shall terminate  
effective as of the date of such termination.                               

Section 1.3 Exercise of Stock Options.                                    

  (a) Whole or Partial Exercise. Subject to the restrictions of Section 1.2(b)
hereof, the Participant may exercise all vested Stock Options granted hereunder 
at one time or in installments of 100 Stock Options (or in the whole number of  
unexercised Stock Options in which the Participant is vested, if such number is 
less than 100) by written notice to the Administrator, Long-Term Incentive      
Plans, Viacom Inc., 1515 Broadway, New York, New York 10036. Such notice shall  
(i) state the number of full Stock Options being exercised (ii) be signed by    
the person or persons so exercising the Stock Options and, in the event the     
Stock Options are being exercised (pursuant to Section 1.2(c)(i) hereof) by any 
person or persons other than the Participant accompanied by proof satisfactory  
to the Company's counsel of the right of such person or persons to exercise the 
Stock Options, and (iii) be accompanied by full payment as set forth in Section 
1.3(b) hereof.                                                                  

(b) Payment of Aggregate Option Price. The written notice of exercise     
described above must be accompanied by full payment of the aggregate Exercise   
Price which shall be determined by multiplying the number of Stock Options      
being exercised by the Exercise Price. Such Exercise Price shall be paid in     
cash (e.g. personal bank check, certified check or official bank check). In     
addition, in accordance with Section 4.3 hereof, the Participant shall make an  
arrangement acceptable to the Company to pay to the Company an amount           
sufficient to satisfy the combined Federal, state and local withholding tax     
obligations which arise in connection with the exercise of such Stock Options.  

 (c) Issuance of Share Certificates. Upon satisfaction of the conditions set
forth in Section 1.3(b) hereof, the Company shall deliver (or cause to be       
delivered) a certificate or certificates for the shares of Class B Common Stock 
issued pursuant to the exercise of the Stock Options to the Participant.        

ARTICLE II

Effect of Certain Corporate Changes 

In the event of a merger, consolidation, stock split, dividend,           
distribution, combination, reclassification or recapitalization that changes    
the character or amount of the Class B Common Stock, the Committee shall make   
such adjustments to the number of shares of Class B Common Stock subject to the 
Stock Options or the exercise price of the Stock Options, in each case, as it   
deems appropriate. Such determinations shall be conclusive and binding for all  
purposes.                                                                       

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ARTICLE III 

Definitions 

As used in this Agreement, the following terms shall have the following   
meanings:                                                                       

(a) "Board" shall mean the Board of Directors of the Company.         

(b) "Class B Common Stock" shall mean shares of Class B Common Stock, 
par value $0.01 per share, of the Company.                                  

(c) "Code" shall mean the Internal Revenue Code of 1986, as amended,  
including any successor law thereto.                                        

(d) "Committee" shall mean the Senior Executive Compensation Committee
of the Board (or such other Committee as may be appointed by the Board)     
except that (i) the number of directors on the Committee shall not be less  
than two and (ii) each member of the Committee shall be a "non-employee     
director" within the meaning of Rule 16b-3 under the Exchange Act.          

(e) "Exchange Act" shall mean the Securities Exchange Act of 1934, as 
amended, including any successor law thereto.                               

(f) "Fair Market Value" of a share of Class B Common Stock on a given 
date shall be the closing price of a share of Class B Common Stock on the   
New York Stock Exchange or such other national securities exchange as may   
be designated by the Committee or, in the event that the Class B Common     
Stock is not listed for trading on a national securities exchange but is    
quoted on an automated quotation system, the average closing bid price per  
share of the Class B Common Stock on such automated quotation system or, in 
the event that the Class B Common Stock is not quoted on any such system,   
the average of the closing bid prices per share of the Class B Common Stock 
as furnished by a professional marketmaker making a market in the Class B   
Common Stock designated by the Committee.                                   

 (g) "Outstanding Stock Option" shall mean a Stock Option granted to the
Participant which has not yet been exercised and which has not yet expired  
in accordance with its terms.                                               

  (h) "Permanent Disability" shall have the same meaning as such term or a
similar term has in the long-term disability policy maintained by the       
Company or a subsidiary thereof for the Participant and in effect on the    
date of the onset of the Participant's Permanent Disability.                

  (i) "Retirement" shall mean the resignation or termination of employment
after attainment of an age and years of service required for payment of an  
immediate pension pursuant to the terms of any qualified retirement plan    
maintained by the Company or a subsidiary in which the Participant          
participates; provided, however, that no resignation or termination prior   
to a Participant's 60th birthday shall be deemed a retirement unless the    
Committee so determines in its sole discretion.                             

 (j) "Termination for Cause" shall mean a termination of employment with
the Company or any of its subsidiaries which, as determined by the          
Committee, is by reason of (i) "cause" as such term or a similar term is    
defined in any employment agreement applicable to the Participant, or (ii)  
if there is no such employment agreement or if such employment agreement    
contains no such term, (x) dishonesty, conviction of a felony, or willful   
unauthorized disclosure of confidential information, (y) failure, neglect   
of or refusal by the Participant to substantially perform the duties of the 
Participant's employment, or (z) any other act or omission which is         
materially injurious to the financial condition or business reputation of   
the Company of any subsidiary thereof.                                      

(k) To "vest" a Stock Option held by the Participant shall mean to    
render such Stock Option exercisable, subject to the terms of the Plan,     
except where the Participant's employment ends because of a Termination for 
Cause.                                                                      

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ARTICLE IV

Miscellaneous 

Section 4.1 No Rights to Continued Employment. Neither this Agreement, the
Plan nor any action taken in accordance with such documents shall be construed  
as giving the Participant any right to be retained by the Company or any of its 
subsidiaries.                                                                   

Section 4.2 Restriction on Transfer. The rights of the Participant with   
respect to the Stock Options shall not be transferable by the Participant       
except (i) by will or the laws of descent and distribution or (ii) subject to   
the prior approval of the Committee, for transfers to members of the            
Participant's immediate family or trusts whose beneficiaries are members of the 
Participant's immediate family, in each case subject to the condition that the  
Committee shall be satisfied that such transfer is being made for estate and/or 
tax planning purposes without consideration being received therefor and subject 
to such other conditions as the Committee may impose.                           

Section 4.3 Tax Withholding. As a condition to the exercise of the Stock  
Options, the Participant shall make a payment (or an arrangement acceptable to  
the Company for the withholding of such payment) sufficient to satisfy the      
combined Federal, state and local withholding tax obligations which arise in    
connection with the exercise of such Stock Options.                             

Section 4.4 Stockholder Rights. The grant of Stock Options under this     
Agreement shall not entitle the Participant or any permitted transferee to any  
rights of a holder of shares of common stock of the Company, other than when    
and until share certificates are delivered to the Participant upon exercise of  
a Stock Option.                                                                 

Section 4.5 No Restriction on Right of Company to Effect Corporate        
Changes. This Agreement shall not affect in any way the right or power of the   
Company or its stockholders to make or authorize any or all adjustments,        
recapitalization, reorganization or other changes in the Company's capital      
structure or its business, or any merger or consolidation of the Company, or    
any issue of stock or of options, warrants or rights to purchase stock or of    
bonds, debentures, preferred or prior preference stocks whose rights are        
superior to or affect the Class B Common Stock or the rights thereof or which   
are convertible into or exchangeable for Class B Common Stock, or the           
dissolution or liquidation of the Company, or any sale or transfer of all or    
any part of its assets or business, or any other corporate act or proceeding,   
whether of a similar character or otherwise.                                    

Section 4.6 Amendment. Other than as provided in Article II hereof, this  
Agreement may not be modified, amended or waived in any manner except by an     
instrument in writing signed by both parties hereto. The waiver by either party 
of compliance with any provision of this Agreement by the other party shall not 
operate or be construed as a waiver of any other provision of this Agreement,   
or of any subsequent breach by such party of a provision of this Agreement.     

Section 4.7 Stockholder Approval. The grant of Stock Options under this   
Agreement is subject to the approval of the stockholders of the Company, at the 
next annual or special meeting of stockholders, to the extent that the number   
of shares of Class B Common Stock subject to the Plan is insufficient to cover  
the number of shares of Class B Common Stock subject to Stock Options awarded   
under this Agreement.                                                           

Section 4.8 Notices. Every notice or other communication relating to this 
Agreement shall be in writing, and shall be mailed to or delivered to the party 
for whom it is intended at such address as may from time to time be designated  
by such party in a notice mailed or delivered to the other party as herein      
provided. If no such address has been specified by the Participant, such        
notices or communications shall be sent to the Participant's address as         
specified in the records of the Company.                                        

Section 4.9 Headings. The headings of sections and subsections herein are 
included solely for convenience of reference and shall not affect the meaning   
of any of the provisions of this Agreement.                                     

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Section 4.10 Receipt of Copy of Plan. By executing this Agreement, the    
Participant acknowledges receipt of a copy of the Plan.                         

  Section 4.11 Governing Law. This Agreement and all rights hereunder shall be
construed in accordance with and governed by the laws of the State of Delaware. 

               Viacom Inc.

                                         By: _________________________________
                                          Senior Vice President,
                                           Human Resources and
                                          Administration

                                         _____________________________________
                                           Participant

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                                                                       ANNEX H

                                                             September 6, 1999

Board of Directors                                                              
Viacom Inc.                                                                     
1515 Broadway                                                                   
New York, NY 10036                                                              

Members of the Board:                                                           

 We understand that CBS Corporation ("CBS" or the "Company") and Viacom Inc.
("Viacom") have entered into an Agreement and Plan of Merger, dated as of       
September 6, 1999 (the "Merger Agreement"), which provides, among other         
things, for the merger of CBS with and into Viacom (the "Merger"). Pursuant to  
the Merger, each issued and outstanding share of common stock, par value $1.00  
per share, of CBS ("CBS Common Stock") shall be converted into the right to     
receive 1.085 shares (the "Exchange Ratio") of Class B Common Stock, par value  
$0.01 per share (the "Viacom Class B Common Stock") of Viacom. The terms and    
conditions of the Merger are more fully set forth in the Merger Agreement.      

 You have asked for our opinion as to whether the Exchange Ratio pursuant to
the Merger Agreement is fair from a financial point of view to Viacom.          

For purposes of the opinion set forth herein, we have:                    

(i) reviewed certain publicly available financial statements and other
information of CBS and Viacom, respectively;                                

 (ii) reviewed certain internal financial statements and other financial
and operating data concerning CBS and Viacom prepared by the respective     
managements of CBS and Viacom;                                              

 (iii) discussed the past and current operations and financial condition
and the prospects of CBS and Viacom with senior executives of CBS and       
Viacom;                                                                     

 (iv) analyzed certain internal financial statements and other financial
operating data concerning CBS and Viacom prepared by the respective         
managements of CBS and Viacom;                                              

(v) discussed the past and current operations and financial condition 
and the prospects of Viacom with senior executives of Viacom including      
their estimates of the strategic and operational benefits of the Merger,    
and analyzed the pro forma impact of the Merger on Viacom's financial       
ratios;                                                                     

(vi) reviewed the reported prices and trading activity for the CBS    
Common Stock and the Viacom Class B Common Stock;                           

(vii) compared the financial performance of CBS and Viacom and the    
prices and trading activity of CBS and Viacom with that of certain other    
comparable publicly-traded companies and their securities;                  

(viii) participated in discussions and negotiations among             
representatives of CBS and Viacom and their financial and legal advisors;   

(ix) reviewed the Merger Agreement, the Voting Agreement dated as of  
September 6, 1999 between CBS and certain shareholders of Viacom and        
certain related documents; and                                              

(x) performed such other analyses and considered such other factors as
we have deemed appropriate.                                                 

We have assumed and relied upon without independent verification the      
accuracy and completeness of the information reviewed by us for the purposes    
of this opinion. With respect to the financial projections, including           
information relating to certain strategic and operational benefits of the       
Merger, we have assumed that they have been reasonably prepared on bases        
reflecting the best currently available estimates and judgments of the future   

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financial performance of CBS and Viacom, respectively. We have not made any     
independent valuation or appraisal of the assets or liabilities of CBS and      
Viacom, nor have we been furnished with any such appraisals. We have assumed    
that the Merger will be consummated in accordance with the terms set forth in   
the Merger Agreement. Our opinion is necessarily based on economic, market and  
other conditions as in effect on, and the information made available to us as   
of, the date hereof.                                                            

We have acted as financial advisor to the Board of Directors of Viacom in 
connection with this transaction and will receive a fee for our services. In    
the past, Morgan Stanley & Co. Incorporated and its affiliates have provided    
financial advisory and financing services for CBS and Viacom and have received  
fees for the rendering of these services. In the ordinary course of business,   
Morgan Stanley may from time to time trade in the securities of CBS and Viacom  
for its own account, the accounts of investment funds under the management of   
Morgan Stanley and for the accounts of its customers and, accordingly, may at   
any time hold a long or short position in such securities.                      

It is understood that this letter is for the information of the Board of  
Directors of Viacom and may not be used for any other purpose without our prior 
written consent, except that this opinion may be included in its entirety in    
any filing made by CBS or Viacom in respect of the Merger with the Securities   
and Exchange Commission. In addition, this opinion does not in any manner       
address the prices at which Viacom Class B Common Stock will trade following    
the consummation of the Merger, and Morgan Stanley expresses no opinion or      
recommendation as to how the stockholders of CBS and Viacom should vote at the  
respective stockholders' meetings held in connection with the Merger.           

Based on and subject to the foregoing, we are of the opinion on the date  
hereof that the Exchange Ratio pursuant to the Merger Agreement is fair from a  
financial point of view to Viacom.                                              

                     Very truly yours,

                                     Morgan Stanley & Co. Incorporated

                                           /s/ Paul J. Taubman
                                         By: _________________________________
                                           Paul J. Taubman
                                           Managing Director

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                                                                         ANNEX I
                                                               September 6, 1999

Board of Directors                                                              
CBS Corporation                                                                 
51 West 52nd Street                                                             
New York, NY 10019                                                              

Members of the Board of Directors:                                              

  We understand that CBS Corporation ("CBS") has entered into an Agreement and
Plan of Merger dated as of September 6, 1999, by and between Viacom Inc.        
("Viacom") and CBS (the "Merger Agreement"). Pursuant to the Merger Agreement,  
CBS will merge with and into Viacom (the "Merger") and each outstanding share   
of CBS Common Stock, par value $1.00 per share (the "CBS Common Stock"), will   
be converted into the right to receive 1.085 shares of Viacom Class B Common    
Stock, par value $0.01 per share ("Viacom Class B Common Stock"), with the      
number of shares of Viacom Class B Common Stock to be received for each share   
of CBS Common Stock being referred to herein as the exchange ratio (the         
"Exchange Ratio").                                                              

 You have asked us for our opinion as to whether the Exchange Ratio is fair,
from a financial point of view, to the holders of CBS Common Stock.             

In connection with rendering our opinion, we have, among other things:    

(i) analyzed certain publicly available financial statements and other
information relating to CBS and Viacom;                                     

  (ii) analyzed certain internal financial statements and other non-public
financial and operating data concerning CBS, which were prepared by and     
furnished to us or reviewed for us by the management of CBS, and concerning 
Viacom, which were prepared by and furnished to us or reviewed for us by    
the management of Viacom;                                                   

 (iii) analyzed certain financial projections concerning CBS, which were
prepared by the management of CBS, and concerning Viacom, which were        
prepared by the management of Viacom;                                       

(iv) discussed the past and current operations and financial condition
and the prospects of CBS with the management of CBS;                        

(v) discussed the past and current operations and financial condition 
and the prospects of Viacom with the management of Viacom;                  

  (vi) reviewed the reported prices and trading activity of the CBS Common
Stock and Viacom Class B Common Stock;                                      

  (vii) compared the market valuation and financial performance of CBS and
Viacom to that of certain other comparable publicly-traded companies;       

(viii) reviewed the financial terms to the extent available of certain
comparable acquisition transactions;                                        

 (ix) participated in discussions and negotiations among representatives
of CBS, Viacom, and their financial and legal advisers;                     

  (x) reviewed the Merger Agreement and the related exhibits and schedules
in the form provided to us and have assumed that the final form of such     
Merger Agreement, exhibits and schedules will not vary in any respect       
material to our analysis;                                                   

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(xi) reviewed certain information concerning cost savings and         
combination benefits ("Synergies") expected to result from the Merger that  
was provided to us or reviewed for us by the managements of CBS and Viacom; 
and                                                                         

  (xii) performed such other analyses and examinations and considered such
other factors as we have in our sole judgment deemed appropriate.           

For purposes of our analysis and opinion, we have assumed and relied,     
without independent verification, upon the accuracy and completeness of the     
information reviewed by us or reviewed for us for purposes of this opinion.     
With respect to the financial projections of CBS and Viacom and the underlying  
analysis concerning the potential Synergies which were furnished to us or       
reviewed for us by the managements of CBS and Viacom, we have assumed that they 
have been reasonably prepared on bases reflecting the best currently available  
estimates and good faith judgments of the future competitive, operating and     
regulatory environments and related financial performance of CBS and Viacom. We 
have not made nor assumed any responsibility for making any independent         
valuation or appraisal of the assets or liabilities of CBS or Viacom, nor have  
we been furnished with any such appraisals. Our opinion is necessarily based on 
economic, market and other conditions as in effect on, and the information and  
Agreements made available to us as of, the date hereof. We have, with your      
approval, assumed the Merger will qualify as a tax-free reorganization within   
the meaning of Section 368 of the Internal Revenue Code of 1986, as amended.    
Our opinion does not address CBS's underlying business decision to effect the   
Merger nor constitute a recommendation to any CBS shareholder as to how such    
holder should vote with respect to the Merger. Furthermore, we express no       
opinion as to the price or range of prices at which the shares of Viacom Class  
B Common Stock will trade subsequent to the consummation of the Merger.         

For purposes of rendering our opinion, we have assumed, in all respects   
material to our analysis, that the representations and warranties of each party 
contained in the Merger Agreement are true and correct, that each party will    
perform all the covenants and agreements required under the Merger Agreement,   
and that all conditions to the consummation of the Merger will be satisfied     
without waiver thereof.                                                         

We have acted as financial advisor to the Board of Directors of CBS in    
connection with the Merger and will receive a fee for our services upon the     
rendering of this opinion. In the past, Evercore Partners Inc. has provided     
financial advisory services for CBS and has received fees for the rendering of  
these services.                                                                 

It is understood that this letter and the opinion expressed herein is for 
the information of the Board of Directors of CBS and may not be quoted or       
referred to or relied upon or used for any other purpose without our prior      
written consent except as we and our affiliates have otherwise agreed with CBS  
in writing.                                                                     

Based upon and subject to the foregoing, it is our opinion that, as of the
date hereof, the Exchange Ratio is fair, from a financial point of view, to the 
holders of CBS Common Stock.                                                    

                     Very truly yours,

                       Evercore Group Inc.

                                          /s/ David G. Offensend
                                         By: _________________________________
                                          David G. Offensend
                                           Vice Chairman

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                                                                         ANNEX J

   VIACOM INC.

1997 LONG-TERM MANAGEMENT INCENTIVE PLAN
  (as amended and restated through July 29, 1999
  and as further amended and restated through September 6, 1999)

ARTICLE I 

GENERAL 

Section 1.1 Purpose.                                                            

  The purpose of the Viacom Inc. 1997 Long-Term Management Incentive Plan (the
"Plan") is to benefit and advance the interests of Viacom Inc., a Delaware      
corporation (the "Company"), and its subsidiaries by rewarding certain key      
employees of the Company and its subsidiaries for their contributions to the    
financial success of the Company and thereby motivate them to continue to make  
such contributions in the future.                                               

Section 1.2 Definitions.                                                        

 As used in the Plan, the following terms shall have the following meanings:

  (a) "Agreement" shall mean the written agreement governing a Grant under the
Plan, in a form approved by the Committee, which shall contain terms and        
conditions not inconsistent with the Plan and which shall incorporate the Plan  
by reference.                                                                   

(b) "Appreciation Value" shall mean the excess, if any, of the Value of a 
Phantom Share on the applicable Valuation Date or date of termination of        
employment or of the Participant's death, Retirement or Permanent Disability    
(as described in Section 4.5(a) hereof), as the case may be, over the Initial   
Value of such Phantom Share.                                                    

 (c) "Beneficiary" or "Beneficiaries" shall mean the person(s) designated by
the Participant pursuant to the provisions of the Agreement to receive payments 
pursuant to such Agreement upon the Participant's death. If no Beneficiary is   
so designated by the Participant or if no Beneficiary is living at the time     
such a payment is due pursuant to such Agreement, payments shall be made to the 
estate of the Participant. The Agreement shall provide the Participant with the 
right to change the designated Beneficiaries from time to time by written       
instrument executed by the Participant and filed with the Committee in          
accordance with such rules as may be specified by the Committee. No such        
written designation shall be effective unless received by the Committee prior   
to the date of death of the Participant.                                        

(d) "Board" shall mean the Board of Directors of the Company.             

(e) "Class B Common Stock" shall mean shares of Class B Common Stock, par 
value $0.01 per share, of the Company.                                          

(f) "Code" shall mean the Internal Revenue Code of 1986, as amended,      
including any successor law thereto.                                            

(g) "Committee" shall mean the Senior Executive Compensation Committee of 
the Board (or such other Committee as may be appointed by the Board) except     
that (i) the number of directors on the Committee shall be not less than two    
and (ii) each member of the Committee shall be a "non-employee director" within 
the meaning of Rule 16b-3 under the Exchange Act.                               

(h) "Date of Grant" shall mean the date of the Grant of the Stock Options,
Stock Appreciation Rights, Restricted Shares and/or Phantom Shares as set forth 
in the applicable Agreement.                                                    

(i) "Effective Date" shall have the meaning set forth in Article IX.      

(j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as     
amended, including any successor law thereto.                                   

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(k) "Fair Market Value" of a share of Class B Common Stock on a given date
shall be the closing price of a share of Class B Common Stock on the New York   
Stock Exchange or such other national securities exchange as may be designated  
by the Committee, or, in the event that the Class B Common Stock is not listed  
for trading on a national securities exchange but is quoted on an automated     
quotation system, the average closing bid per share of the Class B Common Stock 
on such automated quotation system or, in the event that the Class B Common     
Stock is not quoted on any such system, the average of the closing bid prices   
per share of the Class B Common Stock as furnished by a professional            
marketmaker making a market in the Class B Common Stock designated by the       
Committee.                                                                      

(l) "Grant" shall mean a grant under the Plan which may consist of a grant
of Stock Options, Stock Appreciation Rights, Restricted Shares or Phantom       
Shares or a combination of any of the above.                                    

 (m) "Initial Value" shall mean the value of a Phantom Share as specified by
the Committee as of the Date of Grant or the Value of a Phantom Share           
calculated as of the Date of Grant or such earlier date as the Committee may    
determine.                                                                      

(n) "Outstanding Phantom Share" shall mean a Phantom Share granted to a   
Participant for which the Valuation Date has not yet occurred.                  

(o) "Outstanding Stock Option" shall mean a Stock Option granted to a     
Participant which has not yet been exercised and which has not yet expired in   
accordance with its terms.                                                      

(p) "Participant" shall mean any employee who has met the eligibility     
requirements set forth in Section 1.4 hereof and to whom an outstanding Grant   
has been made under the Plan.                                                   

(q) "Permanent Disability" shall have the same meaning as such term or a  
similar term has in the long-term disability policy maintained by the Company   
or a subsidiary thereof for the Participant and in effect on the date of the    
onset of the Participant's Permanent Disability, unless the Committee           
determines otherwise, in its discretion, and sets forth an alternative          
definition in the applicable Agreement.                                         

 (r) "Phantom Share" shall mean a contractual right granted to a Participant
pursuant to Article IV, to receive an amount equal to the Appreciation Value at 
such time, and subject to such terms and conditions, as are set forth in the    
Plan and the applicable Agreement.                                              

  (s) "Restricted Share" shall mean a share of Class B Common Stock granted to
a Participant pursuant to Article III, which is subject to the restrictions set 
forth in Section 3.3 hereof, and subject to such other terms and conditions as  
are set forth in the Plan and the applicable Agreement.                         

(t) "Retirement" shall mean the resignation or termination of employment  
after attainment of an age and years of service required for payment of an      
immediate pension pursuant to the terms of any qualified retirement plan        
maintained by the Company or a subsidiary in which the Participant              
participates; provided, however, that no resignation or termination prior to a  
Participant's 60th birthday shall be deemed a retirement unless the Committee   
so determines in its sole discretion.                                           

(u) "Stock Appreciation Right" shall mean a contractual right granted to a
Participant pursuant to Article II, to receive an amount determined in          
accordance with Section 2.5 of the Plan.                                        

(v) "Stock Option" shall mean a contractual right granted to a Participant
pursuant to Article II, to purchase shares of Class B Common Stock at such time 
and price, and subject to such other terms and conditions, as are set forth in  
the Plan and the applicable Agreement. Stock Options may be "Incentive Stock    
Options" within the meaning of Section 422 of the Code or "Non-Qualified Stock  
Options" which do not meet the requirements of such Code section.               

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 (w) "Termination for Cause" shall mean a termination of employment with the
Company or any of its subsidiaries which, as determined by the Committee, is by 
reason of (i) "cause" as such term or a similar term is defined in any          
employment agreement applicable to the Participant, or (ii) if there is no such 
employment agreement or if such employment agreement contains no such term, (x) 
dishonesty, conviction of a felony, or willful unauthorized disclosure of       
confidential information, (y) failure, neglect of or refusal by a Participant   
to substantially perform the duties of such Participant's employment, or (z)    
any other act or omission which is materially injurious to the financial        
condition or business reputation of the Company or any subsidiary thereof.      

 (x) "Valuation Date" shall mean the date on which the Appreciation Value of
a Phantom Share shall be measured and fixed in accordance with Section 4.2(a)   
hereof.                                                                         

(y) The "Value" of a Phantom Share shall be determined by reference to the
"average Fair Market Value" of a share of Class B Common Stock. The "average    
Fair Market Value" on a given date of a share of Class B Common Stock shall be  
determined over the 30-day period ending on such date or such other period as   
the Committee may decide shall be applicable to a Grant of Phantom Shares,      
determined by dividing (i) by (ii), where (i) shall equal the sum of the Fair   
Market Values on each day that the Class B Common Stock was traded and a        
closing price was reported on such national securities exchange or on such      
automated quotation system or by such marketmaker, as the case may be, during   
such period, and (ii) shall equal the number of days on which the Class B       
Common Stock was traded and a closing price was reported on such national       
securities exchange or on such automated quotation system or by such            
marketmaker, as the case may be, during such period.                            

 (z) To "vest" a Stock Option, Stock Appreciation Right, Restricted Stock or
Phantom Share held by a Participant shall mean, with respect to a Stock Option  
or Stock Appreciation Right, to render such Stock Option or Stock Appreciation  
Right exercisable, subject to the terms of the Plan, and, in the case of a      
Restricted Share or Phantom Share, to render such Restricted Share or Phantom   
Share nonforfeitable, except where, with respect to Stock Options, Stock        
Appreciation Rights and Phantom Shares, a Participant's employment ends because 
of a Termination for Cause.                                                     

Section 1.3 Administration of the Plan.                                         

  The Plan shall be administered by the Committee which shall adopt such rules
as it may deem appropriate in order to carry out the purpose of the Plan. All   
questions of interpretation, administration and application of the Plan shall   
be determined by a majority of the members of the Committee then in office,     
except that the Committee may authorize any one or more of its members, or any  
officer of the Company, to execute and deliver documents on behalf of the       
Committee. The determination of such majority shall be final and binding as to  
all matters relating to the Plan. The Committee shall have authority to select  
Participants from among the class of eligible persons specified in Section 1.4  
below and to determine the number of Stock Options, Stock Appreciation Rights,  
Restricted Shares or Phantom Shares (or combination thereof) to be granted to   
each Participant. The Committee shall also have the authority to amend the      
terms of any outstanding Grant; provided, however, that no amendment shall      
impair the rights of the holder thereof.                                        

Section 1.4 Eligible Persons.                                                   

Grants may be awarded to any employee of the Company or any of its        
subsidiaries selected by the Committee.                                         

Section 1.5 Class B Common Stock Subject to the Plan.                           

The total aggregate number of shares of Class B Common Stock that may be  
distributed under the Plan (whether reserved for issuance upon grant of Stock   
Options or Stock Appreciation Rights or granted as Restricted Shares) shall be  
50,000,000, subject to adjustment pursuant to Article V hereof. The shares of   
Class B Common Stock shall be made available from authorized but unissued Class 
B Common Stock or from Class                                                    

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B Common Stock issued and held in the treasury of the Company. The delivery of  
shares of Class B Common Stock upon exercise of a Stock Option or Stock         
Appreciation Right in any manner and the vesting of Restricted Shares shall     
result in a decrease in the number of shares which thereafter may be issued for 
purposes of this Section 1.5, by the number of shares as to which the Stock     
Option or Stock Appreciation Right is exercised or by the number of Restricted  
Shares which vest. Shares of Class B Common Stock with respect to which Stock   
Options and Stock Appreciation Rights expire, are canceled without being        
exercised or are otherwise terminated or, in the case of Stock Appreciation     
Rights, are exercised for cash, may be regranted under the Plan. Restricted     
Shares that are forfeited for any reason shall not be deemed granted for        
purposes of this Section 1.5 and may thereafter be regranted under the Plan.    

Section 1.6 Limit on Grants to Participants.                                    

 The maximum aggregate number of (i) shares of Class B Common Stock that may
be distributed under the Plan (whether reserved for issuance upon grant of      
Stock Options or Stock Appreciation Rights or granted as Restricted Shares) and 
(ii) Phantom Shares that may be granted under the Plan to any Participant       
during the five-year period starting on the Effective Date of the Plan is       
10,000,000.                                                                     

Section 1.7 Agreements.                                                         

Each Agreement (i) shall state the Date of Grant and the name of the      
Participant, (ii) shall specify the terms of the Grant, (iii) shall be signed   
by the Participant and a person designated by the Committee, (iv) shall         
incorporate the Plan by reference and (v) shall be delivered to the             
Participant. The Agreement shall contain such other terms and conditions as are 
required by the Plan and, in addition, such other terms not inconsistent with   
the Plan as the Committee may deem advisable.                                   

ARTICLE II

PROVISIONS APPLICABLE TO STOCK OPTIONS

Section 2.1 Grants of Stock Options.                                            

The Committee may from time to time grant to eligible employees Stock     
Options on the terms and conditions set forth in the Plan and on such other     
terms and conditions as are not inconsistent with the purposes and provisions   
of the Plan, as the Committee, in its discretion, may from time to time         
determine. Each Agreement covering a Grant of Stock Options shall specify the   
number of Stock Options granted, the exercise price of such Stock Options,      
whether such Stock Options are Incentive Stock Options or Non-Qualified Stock   
Options and the period during which such Stock Options may be exercised.        

Section 2.2 Exercise Price.                                                     

The Committee shall establish the per share exercise price at the time any
Stock Option is granted at such amount as the Committee shall determine, except 
that with respect to an Incentive Stock Option, such exercise price shall not   
be less than 100% of the Fair Market Value of a share of Class B Common Stock   
on the Date of Grant. The exercise price will be subject to adjustment in       
accordance with the provisions of Article V of the Plan.                        

Section 2.3 Exercise of Stock Options.                                          

(a) Exercisability. Stock Options shall be exercisable only to the extent 
the Participant is vested therein. A Participant shall vest in Stock Options    
over such time and in such increments as the Committee shall determine and      
specify in a vesting schedule set forth in the applicable Agreement. The        
Committee may, however, in its sole discretion, accelerate the time at which a  
Participant vests in his Stock Options.                                         

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(b) Option Period. For each Stock Option granted, the Committee shall     
specify the period during which the Stock Option may be exercised; provided,    
however, that anything in the Plan or in the applicable Agreement to the        
contrary notwithstanding:                                                       

(i) Latest Exercise Date. No Stock Option granted under the Plan shall
be exercisable after the tenth anniversary of the Date of Grant thereof.    

  (ii) Registration Restrictions. A Stock Option shall not be exercisable,
no transfer of shares of Class B Common Stock shall be made to any          
Participant, and any attempt to exercise a Stock Option or to transfer any  
such shares shall be void and of no effect, unless and until (A) a          
registration statement under the Securities Act of 1933, as amended, has    
been duly filed and declared effective pertaining to the shares of Class B  
Common Stock subject to such Stock Option, and the shares of Class B Common 
Stock subject to such Stock Option have been duly qualified under           
applicable Federal or state securities or blue sky laws or (B) the          
Committee, in its sole discretion, determines, or the Participant, upon the 
request of the Committee, provides an opinion of counsel satisfactory to    
the Committee, that such registration or qualification is not required as a 
result of the availability of an exemption from registration or             
qualification under such laws. Without limiting the foregoing, if at any    
time the Committee shall determine, in its sole discretion, that the        
listing, registration or qualification of the shares of Class B Common      
Stock subject to such Stock Option under any Federal or state law or on any 
securities exchange or the consent or approval of any governmental          
regulatory body is necessary or desirable as a condition of, or in          
connection with, delivery or purchase of such shares pursuant to the        
exercise of a Stock Option, such Stock Option shall not be exercised in     
whole or in part unless and until such listing, registration,               
qualification, consent or approval shall have been effected or obtained     
free of any conditions not acceptable to the Committee.                     

  (c) Exercise in the Event of Termination of Employment, Retirement, Death or
Permanent Disability.                                                           

(i) Termination other than for Cause, Retirement, Death or Permanent  
Disability. Except as otherwise provided in this Section 2.3, in the event  
that (A) the Participant ceases to be an employee of the Company or any of  
its subsidiaries by reason of the voluntary termination by the Participant  
or the termination by the Company or any of its subsidiaries other than for 
Cause, his Outstanding Stock Options may be exercised to the extent then    
exercisable until the earlier of six months after the date of such          
termination (or such longer period as may be determined by the Committee,   
in its discretion) or the expiration of such Stock Options, (B) the         
Participant ceases to be an employee of the Company or any of its           
subsidiaries by reason of the Participant's Retirement, the Participant may 
exercise (x) his Outstanding Stock Options granted prior to August 1, 1999  
to the extent exercisable on the date of Retirement until the earlier of    
six months after such date (or such longer period, not in excess of the     
second anniversary of the Date of Grant of such Stock Options, as may be    
determined by the Committee, in its discretion) or the expiration of such   
Stock Options, and (y) his Outstanding Stock Options granted effective as   
of August 1, 1999 or thereafter to the extent exercisable on the date of    
Retirement until the earlier of two years after such date or the expiration 
of such Stock Options, (C) a Participant dies during a period during which  
his Stock Options could have been exercised by him, his Outstanding Stock   
Options may be exercised to the extent exercisable at the date of death by  
the person who acquired the right to exercise such Stock Options by will or 
the laws of descent and distribution or permitted transfer until the        
earlier of one year after such death (or such longer period as may be       
determined by the Committee, in its discretion, prior to the expiration of  
such one-year period) or the expiration of such Stock Options, and (D) the  
Permanent Disability of the Participant occurs, his Outstanding Stock       
Options may be exercised to the extent exercisable upon date of the onset   
of such Permanent Disability until the earlier of one year after such date  
(or such longer period not in excess of two years after such date as may be 
determined by the Committee, in its discretion) or the expiration of such   
Stock Options. Upon the occurrence of an event described in clauses (A),    
(B), (C) or (D) of this Section 2.3(c)(i), all rights with respect to Stock 
Options that are not vested as of such event will be relinquished.          

(ii) Termination for Cause. If a Participant's employment with the    
Company or any of its subsidiaries ends because of a Termination for Cause, 
then unless the Committee, in its discretion,                               

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determines otherwise, all Outstanding Stock Options, whether or not then    
vested, shall terminate effective as of the date of such termination.       

(iii) Maximum Exercise Period. Anything in this Section 2.3 to the    
contrary notwithstanding, no Stock Option shall be exercisable after the    
earlier to occur of (A) the expiration of the option period set forth in    
the applicable Agreement or (B) the tenth anniversary of the Date of Grant  
thereof.                                                                    

Section 2.4 Payment of Purchase Price Upon Exercise.                            

Every share purchased through the exercise of a Stock Option shall be paid
for in full at the time of exercise in cash or, in the discretion of the        
Committee, in shares of Class B Common Stock or other securities of the Company 
designated by the Committee or in a combination of cash, shares or such other   
securities.                                                                     

Section 2.5 Stock Appreciation Rights.                                          

The Committee may grant Stock Appreciation Rights only in tandem with a   
Stock Option, either at the time of Grant or by amendment at any time prior to  
the exercise, expiration or termination of such Stock Option. Each Stock        
Appreciation Right shall be subject to the same terms and conditions as the     
related Stock Option and shall be exercisable only at such times and to such    
extent as the related Stock Option is exercisable. A Stock Appreciation Right   
shall entitle the holder to surrender to the Company the related Stock Option   
unexercised and receive from the Company in exchange therefor an amount equal   
to the excess of the Fair Market Value of the shares of Class B Common Stock    
subject to such Stock Option, determined as of the day preceding the surrender  
of such Stock Option, over the Stock Option aggregate exercise price. Such      
amount shall be paid in cash or, in the discretion of the Committee, in shares  
of Class B Common Stock or other securities of the Company designated by the    
Committee or in a combination of cash, shares or such other securities.         

ARTICLE III 

PROVISIONS APPLICABLE TO RESTRICTED SHARES

Section 3.1 Grants of Restricted Shares.                                        

The Committee may from time to time grant to eligible employees Restricted
Shares on the terms and conditions set forth in the Plan and on such other      
terms and conditions as are not inconsistent with the purposes and provisions   
of the Plan, as the Committee, in its discretion, may from time to time         
determine. Each Agreement covering a Grant of Restricted Shares shall specify   
the number of Restricted Shares granted and the vesting schedule (as provided   
for in Section 3.2 hereof) for such Restricted Shares.                          

Section 3.2 Vesting.                                                            

 The Committee shall establish the vesting schedule applicable to Restricted
Shares granted hereunder, which vesting schedule shall specify the period of    
time and the increments in which a Participant shall vest in the Grant of       
Restricted Shares.                                                              

Section 3.3 Rights and Restrictions Governing Restricted Shares.                

As of the Date of Grant of Restricted Shares, one or more certificates    
representing the appropriate number of shares of Class B Common Stock granted   
to a Participant shall be registered in his name but shall be held by the       
Company for the account of the Participant. The Participant shall have all      
rights of a holder as to such shares of Class B Common Stock (including, to the 
extent applicable, the right to receive dividends and to vote), subject to the  
following restrictions: (a) the Participant shall not be entitled to delivery   
of certificates representing such shares of Class B Common Stock until such     
shares have vested; (b) none of the Restricted Shares may be sold, transferred, 
assigned, pledged or otherwise encumbered or disposed of until such shares have 
vested; and (c) except as otherwise provided in Section 3.6 below, all unvested 
Restricted Shares shall be immediately forfeited upon a Participant's           
termination of employment with the Company for any reason or the Participant's  
death, Retirement or Permanent Disability.                                      

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Section 3.4 Adjustment with Respect to Restricted Shares.                       

Any other provision of the Plan to the contrary notwithstanding, the      
Committee may, in its discretion, at any time accelerate the date or dates on   
which Restricted Shares vest.                                                   

Section 3.5 Delivery of Restricted Shares.                                      

On the date on which Restricted Shares vest, all restrictions contained in
the Agreement covering such Restricted Shares and in the Plan shall lapse as to 
such Restricted Shares and one or more stock certificates for the appropriate   
number of shares of Class B Common Stock, free of the restrictions set forth in 
the Plan and applicable Agreement, shall be delivered to the Participant or     
such shares shall be credited to a brokerage account if the Participant so      
directs; provided, however, that such certificates shall bear such legends as   
the Committee, in its sole discretion, may determine to be necessary or         
advisable in order to comply with applicable Federal or state securities laws.  

Section 3.6 Termination of Employment, Retirement, Death or Permanent           
Disability.                                                                     

In the event that (i) the Participant's employment with the Company or any
of its subsidiaries ends by reason of voluntary termination by the Participant, 
termination by the Company or any of its subsidiaries other than for Cause,     
termination by the Company or any of its subsidiaries for Cause or the          
Participant's Retirement, or (ii) the Participant's death or Permanent          
Disability, prior to the date or dates on which Restricted Shares vest, the     
Participant shall forfeit all unvested Restricted Shares as of the date of such 
event, unless, other than in the case of a termination by the Company or its    
subsidiaries for Cause, the Committee determines that the circumstances in the  
particular case so warrant and provides that some or all of such Participant's  
unvested Restricted Shares shall vest as of the date of such event, in which    
case certificates representing such shares shall be delivered, in accordance    
with Section 3.5 above, to the Participant or in the case of the Participant's  
death, to the person or persons who acquired the right to receive such          
certificates by will or the laws of descent and distribution.                   

ARTICLE IV

PROVISIONS APPLICABLE TO PHANTOM SHARES 

Section 4.1 Grants of Phantom Shares.                                           

The Committee may from time to time grant to eligible employees Phantom   
Shares, the value of which is determined by reference to a share of Class B     
Common Stock, on the terms and conditions set forth in the Plan and on such     
other terms and conditions as are not inconsistent with the purposes and        
provisions of the Plan as the Committee, in its discretion, may from time to    
time determine. Each Agreement covering a Grant of Phantom Shares shall specify 
the number of Phantom Shares granted, the Initial Value of such Phantom Shares, 
the Valuation Dates, the number of Phantom Shares whose Appreciation Value      
shall be determined on each such Valuation Date, any applicable vesting         
schedule (as provided for in Section 4.3 hereof) for such Phantom Shares, and   
any applicable limitation on payment (as provided for in Section 4.4 hereof)    
for such Phantom Shares.                                                        

Section 4.2 Appreciation Value.                                                 

 (a) Valuation Dates; Measurement of Appreciation Value. The Committee shall
provide in the Agreement for one or more Valuation Dates on which the           
Appreciation Value of the Phantom Shares granted pursuant to the Agreement      
shall be measured and fixed, and shall designate in the Agreement the number of 
such Phantom Shares whose Appreciation Value is to be calculated on each such   
Valuation Date. Unless otherwise determined by the Committee, each Valuation    
Date shall be December 15 and no Valuation Date shall occur later than the year 
in which the eighth (8th) anniversary of the Date of Grant occurs.              

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(b) Payment of Appreciation Value. Except as otherwise provided in Section
4.5 hereof, and subject to the limitation contained in Section 4.4 hereof, the  
Appreciation Value of a Phantom Share shall be paid to a Participant in cash in 
a lump sum as soon as practicable following the Valuation Date applicable to    
such Phantom Share.                                                             

Section 4.3 Vesting.                                                            

 The Committee may, in its discretion, provide in the Agreement that Phantom
Shares granted thereunder shall vest (subject to such terms and conditions as   
the Committee may provide in the Agreement) over such period of time, not in    
excess of five years from the Date of Grant, as may be specified in a vesting   
schedule contained therein.                                                     

Section 4.4 Limitation on Payment.                                              

The Committee may, in its discretion, establish and set forth in the      
Agreement a maximum dollar amount payable under the Plan for each Phantom Share 
granted pursuant to such Agreement.                                             

Section 4.5 Termination of Employment, Death, Retirement or Permanent           
Disability.                                                                     

 (a) Voluntary Termination, Termination by the Company Other Than for Cause,
Death, Retirement or Permanent Disability. Except as otherwise provided in this 
Section 4.5, if, before the occurrence of one or more Valuation Dates           
applicable to the Participant's Outstanding Phantom Shares, (i) the             
Participant's employment with the Company or any of its subsidiaries ends by    
reason of the voluntary termination by the Participant, the termination by the  
Company or any of its subsidiaries other than for Cause or the Participant's    
Retirement or (ii) the Participant's death or Permanent Disability occurs,      
then, unless the Committee, in its discretion, determines otherwise, the        
Appreciation Value of each Outstanding Phantom Share as to which the            
Participant's rights are vested as of the date of such event shall be the       
lesser of (x) the Appreciation Value of such Phantom Share calculated as of the 
date of such event or (y) the Appreciation Value of such Phantom Share          
calculated as of the originally scheduled Valuation Date applicable thereto.    
Unless the Committee, in its                                                    
discretion, determines otherwise, the Appreciation Value so determined for each 
such vested Outstanding Phantom Share shall then be payable to the Participant  
or the Participant's Beneficiary following the originally scheduled Valuation   
Date applicable thereto in accordance with Section 4.2(b) hereof. Upon the      
occurrence of an event described in this Section 4.5(a), all rights with        
respect to Phantom Shares that are not vested as of such date will be           
relinquished.                                                                   

  (b) Termination for Cause. If a Participant's employment with the Company or
any of its subsidiaries ends because of a Termination for Cause, then, unless   
the Committee, in its discretion, determines otherwise, all Outstanding Phantom 
Shares, whether or not vested, and any and all rights to the payment of         
Appreciation Value with respect to such Outstanding Phantom Shares shall be     
forfeited effective as of the date of such termination.                         

ARTICLE V 

EFFECT OF CERTAIN CORPORATE CHANGES 

In the event of a merger, consolidation, stock split, dividend,           
distribution, combination, reclassification or recapitalization that changes    
the character or amount of the Class B Common Stock, the Committee shall make   
such adjustments to the number of shares of Class B Common Stock subject to any 
Stock Options or Stock Appreciation Rights or the number of Restricted Shares   
or Phantom Shares granted to each Participant, the exercise price of any        
Outstanding Stock Options or Stock Appreciation Rights or the Initial Value of  
any Outstanding Phantom Shares, and the maximum number of shares of Class B     
Common Stock referred to in Section 1.5 and Section 1.6 of the Plan, in each    
case, as it deems appropriate. Such determinations shall be conclusive and      
binding for all purposes.                                                       

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ARTICLE VI

MISCELLANEOUS 

Section 6.1 No Rights to Grants or Continued Employment.                        

 No employee shall have any claim or right to receive Grants under the Plan.
Neither the Plan nor any action taken hereunder shall be construed as giving    
any employee any right to be retained by the Company or any of its              
subsidiaries.                                                                   

Section 6.2 Restriction on Transfer.                                            

The rights of a Participant with respect to Stock Options, Stock          
Appreciation Rights, Restricted Shares or Phantom Shares shall not be           
transferable by the Participant to whom such Stock Options, Stock Appreciation  
Rights, Restricted Shares or Phantom Shares are granted, except (i) by will or  
the laws of descent and                                                         
distribution or (ii) with respect to Non-Qualified Stock Options, subject to    
the prior approval of the Committee, for transfers to members of the            
Participant's immediate family or trusts whose beneficiaries are members of the 
Participant's immediate family, in each case subject to the condition that the  
Committee shall be satisfied that such transfer is being made for estate and/or 
tax planning purposes without consideration being received therefor and subject 
to such other conditions as the Committee may impose.                           

Section 6.3 Tax Withholding.                                                    

  The Company or a subsidiary thereof, as appropriate, shall have the right to
deduct from all payments made under the Plan to a Participant or to a           
Participant's Beneficiary any Federal, state or local taxes required by law to  
be withheld with respect to such payments. The Committee, in its discretion,    
may require, as a condition to the exercise of any Stock Option or Stock        
Appreciation Right, that an additional amount be paid in cash equal to the      
amount of any Federal, state or local taxes owed as a result of such exercise.  

Section 6.4 Stockholder Rights.                                                 

No Grant under the Plan shall entitle a Participant or Beneficiary or     
permitted transferee to any rights of a holder of shares of common stock of the 
Company, except as provided in Article III with respect to Restricted Shares or 
when and until share certificates are delivered upon exercise of a Stock Option 
or when and until share certificates are delivered in settlement of a Stock     
Appreciation Right.                                                             

Section 6.5 No Restriction on Right of Company to Effect Corporate Changes.     

The Plan shall not affect in any way the right or power of the Company or 
its stockholders to make or authorize any or all adjustments, recapitalization, 
reorganization or other changes in the Company's capital structure or its       
business, or any merger or consolidation of the Company, or any issue of stock  
or of options, warrants or rights to purchase stock or of bonds, debentures,    
preferred or prior preference stock whose rights are superior to or affect the  
Class B Common Stock or the rights thereof or which are convertible into or     
exchangeable for Class B Common Stock, or the dissolution or liquidation of the 
Company, or any sale or transfer of all or any part of its assets or business,  
or any other corporate act or proceeding, whether of a similar character or     
otherwise.                                                                      

Section 6.6 Source of Payments.                                                 

The general funds of the Company shall be the sole source of cash         
settlements of Stock Appreciation Rights under the Plan and payments of         
Appreciation Value, and the Company shall not have any obligation to establish  
any separate fund or trust or other segregation of assets to provide for        
payments under the Plan.                                                        

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Nothing contained in this Plan, and no action taken pursuant to its provisions, 
shall create or be construed to create a trust of any kind, or a fiduciary      
relationship, between the Company and a Participant or any other person. To the 
extent any person acquires any rights to receive payments hereunder from the    
Company, such rights shall be no greater than those of an unsecured creditor.   

ARTICLE VII 

AMENDMENT AND TERMINATION 

The Board may at any time and from time to time alter, amend, suspend or  
terminate the Plan in whole or in part; provided, however, that any amendment   
which must be approved by the stockholders of the Company in order to maintain  
the continued qualification of the Plan under Rule 16b-3 under the Exchange Act 
shall not be effective unless and until such stockholder approval has been      
obtained in compliance with such rule. No termination or amendment of the Plan  
may, without the consent of the Participant to whom a grant has been made,      
adversely affect the rights of such Participant in the Stock Options, Stock     
Appreciation Rights, Restricted Shares or Phantom Shares covered by such Grant. 
Unless previously terminated pursuant to this Article VII, the Plan shall       
terminate on the fifth anniversary of the Effective Date (as defined below),    
and no further Grants may be awarded hereunder after such date.                 

ARTICLE VIII

INTERPRETATION

Section 8.1 Governmental Regulations.                                           

  The Plan, and all Grants hereunder, shall be subject to all applicable rules
and regulations of governmental or other authorities.                           

Section 8.2 Headings.                                                           

The headings of sections and subsections herein are included solely for   
convenience of reference and shall not affect the meaning of any of the         
provisions of the Plan.                                                         

Section 8.3 Governing Law.                                                      

 The Plan and all rights hereunder shall be construed in accordance with and
governed by the laws of the State of Delaware.                                  

ARTICLE IX

EFFECTIVE DATE AND STOCKHOLDER APPROVAL 

The Plan became effective as of March 27, 1997 (the "Effective Date"). The
first amendment and restatement thereof became effective as of July 29, 1999.   
The second amendment and restatement shall be effective as of September 6,      
1999; provided, however, that it shall be a condition to the effectiveness of   
the increase in the number of shares of Class B Common Stock authorized to be   
issued under the Plan from 40,000,000 to 50,000,000 reflected in the second     
amendment and restatement of the Plan that a majority of the stockholders of    
the Company consent to such increase on or before December 29, 1999. In the     
event that stockholder approval is not obtained on or before such date, the     
increase in the number of shares of Class B Common Stock authorized to be       
issued under the Plan from 40,000,000 to 50,000,000 reflected in the second     
amendment and restatement of the Plan shall be void ab initio and of no effect. 

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                                                                  EXHIBIT 99.2

CBS CORPORATION 
Proxy solicited by the Board of Directors for Special Meeting of  
Shareholders, December 29, 1999 
(See Joint Proxy Statement/Prospectus for discussion of item 1)   

The undersigned hereby appoints David T. McLaughlin, Mel Karmazin and Louis 
J. Briskman and each of them, jointly and severally, as proxies, with power of  
substitution, to vote all shares of CBS Corporation common stock which the      
undersigned is entitled to vote on all matters which may properly come before   
the Special Meeting of Shareholders of CBS Corporation or any adjournment       
thereof. Attendance of the undersigned at the meeting or any adjourned session  
of the meeting will not be deemed to revoke this proxy unless the undersigned   
affirmatively indicates the intention of the undersigned to vote the shares     
represented by this proxy in person before the exercise of this proxy.          

If you are a participant in an employee savings plan (or 401(k) Plan)       
through which you own an interest in CBS common stock, this proxy card will     
also constitute your voting instructions to the trustee of that plan.           

                   (change of address)

                                       ---------------------------------------
                                       ---------------------------------------
                                       ---------------------------------------
                                       ---------------------------------------
                                If you have written in the above
                                    space, please mark the corresponding
                                     box on the reverse side of this card.

Detach Proxy Card Here  

------------------------------------------------------------------------------- 

----                                                                      
----                                                                      

--------------------------------------------------------------------            
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1.            
--------------------------------------------------------------------            

                                                        [Enlarge/Download Table]
                                                                                             
1. To adopt the Agreement and Plan of Merger, dated as of                                   
   September 6, 1999, as amended and restated as of October                                 
   8, 1999 and as of November 23, 1999, among CBS                                           
   Corporation, Viacom Inc., and Viacom/CBS LLC.             FOR [_] AGAINST [_] ABSTAIN [_]

The shares represented by this Proxy Card will be voted as                      
specified above, but if no specification is made they will be                   
voted FOR Item 1. They will be voted at the discretion of the                   
proxies on any other matter that may properly come before the                   
meeting. Please sign, date and return promptly in the                           
accompanying envelope.                                                          

                         Note: Please sign
                       exactly as name
                             appears hereon. Joint
                          owners should each
                             sign. When signing as
                           attorney, executor,
                      administrator,
                            trustee or guardian,
                          give full name and
                      title as such.

                              DATED: ________ , 1999
                              ______________________
                              Signature of Share
                              Owner(s)
                              ______________________
                    ---       Signature of Share
                              Owner(s)

                             Votes MUST be
                                indicated (x) in
                             black or blue
                                 ink__________.[_]

                              To change your
                             address, mark
                            this box and
                          correct on
                                  reverse side__.[_]

                              If you plan to
                          attend the
                                Special Meeting,
                            please check
                                  this box______.[_]

(Please sign, date and return this proxy in the enclosed postage prepaid        
envelope.)                                                                      

Please Detach Here
You Must Detach This Portion of the Proxy Card
Before Returning It in the Enclosed Envelope

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CBS CORPORATION 
P. O. BOX 11009 
NEW YORK, N.Y. 10203-0009 

You are encouraged to specify your choice by marking                
the appropriate box on the reverse side. The proxies                    
cannot vote your shares unless you sign and return this                 
proxy card.                                                             

           CBS CORPORATION
           P. O. BOX 11009
                     NEW YORK, N.Y. 10203-0009

(Continued, and to be signed and dated on the reverse side.)