EXHIBIT 4.15


                          WESTINGHOUSE SAVINGS PROGRAM





                         Restated as of January 1, 1994








                                  WORKING COPY
           (INCLUDING AMENDMENTS ADOPTED THROUGH THE DATE OF THE CLOSE
                          OF THE CBS / VIACOM MERGER)





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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I       ELIGIBILITY AND PARTICIPATION.................................4
ARTICLE II      CONTRIBUTIONS.................................................6
ARTICLE III     INVESTMENT OPTIONS AND TRANSFERS TO AND FROM THE TRUST.......23
ARTICLE IV      VALUATION OF INVESTMENTS AND CREDITS TO ACCOUNTS.............27
ARTICLE V       VESTING OF ACCOUNTS..........................................29
ARTICLE VI      DISTRIBUTION OF ACCOUNTS UPON TERMINATION, RETIREMENT,
                OR DEATH.....................................................32
ARTICLE VII     IN-SERVICE WITHDRAWALS.......................................41
ARTICLE VIII    LOANS........................................................45
ARTICLE IX      DESIGNATION OF BENEFICIARY...................................49
ARTICLE X       VOTING OF STOCK..............................................51
ARTICLE XI      TENDER OFFERS................................................52
ARTICLE XII     EFFECTIVE DATE OF THE PLAN...................................53
ARTICLE XIII    TERMINATION OR SUSPENSION OF THE PLAN........................54
ARTICLE XIV     TRUSTEE......................................................56
ARTICLE XV      ADMINISTRATION...............................................57
ARTICLE XVI     GENERAL PROVISIONS...........................................68
ARTICLE XVII    DEFINITIONS..................................................71
APPENDIX B      TOP HEAVY PROVISIONS.........................................97



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                                    ARTICLE I

                          ELIGIBILITY AND PARTICIPATION

1.       Any Employee shall be eligible to participate in the Plan immediately
         upon employment by an Employer. To participate an Employee must apply
         in accordance with reasonable procedures established by the Plan
         Administrator.

2.       If a Participant transfers employment from an Employer to an Affiliated
         Entity or an Excluded Unit, he shall remain a Participant for all
         purposes of the Plan, except that he shall not be eligible to
         contribute and no Employer Match Contributions shall be made on his
         behalf for the period of time he is employed by the Affiliated Entity
         or Excluded Unit. If an employee transfers from an Affiliated Entity or
         an Excluded Unit to an Employer, service with the Affiliated Entity or
         Excluded Unit shall be recognized as Eligibility Service under this
         Plan.

3.       If a Retired Participant or a Terminated Participant is rehired as an
         Employee, he may immediately participate in the Plan, and any previous
         Eligibility Service shall be restored.

4.       If a Retired Participant is rehired as an Employee and he has Accounts
         remaining in this Plan, the Plan Administrator will segregate any new
         contributions into separate Accounts so that the Accounts as a Retired
         Participant are always available for immediate withdrawal under any
         circumstances.

5.       Effective at the beginning of the day (00:00:00 a.m.) on January 1,
         2000, no individual may make any Pre-Tax Contributions, After-Tax
         Contributions, or any other type of contributions to the Plan, nor
         shall any Employer Match Contributions or any other type of
         contributions be made to the Plan after such time.


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                                   ARTICLE II

                                  CONTRIBUTIONS

1.       A Participant may elect to save at a rate of two percent (2%) to twenty
         percent (20%) of his Compensation, in increments of one percent (1%),
         on an after-tax basis, a pre-tax basis or a combination thereof.
         Contributions to the Plan on an after-tax basis as After-Tax
         Contributions shall be allocated to the Participant's After-Tax Account
         and contributions to the Plan on a pre-tax basis as Pre-Tax
         Contributions shall be allocated to the Participant's Pre-Tax Account.
         Each Participant shall make such election with the Plan Administrator,
         in accordance with reasonable procedures established by the Plan
         Administrator, specifying the portion of his Compensation that is to be
         contributed to the Plan as After-Tax and/or Pre-Tax Contributions. The
         election of the Participant shall remain in effect until a new election
         from that Participant is received by the Plan Administrator.

2.       Effective as of the last business day of each Calendar Month, for each
         dollar a Participant contributes on either an after-tax basis or a
         pre-tax basis, his Employer shall contribute fifty cents (50(cent))
         into the Participant's Employer Match Contribution Account, subject to
         a maximum Employer Match Contribution of three percent (3%) of the
         Participant's Compensation for that month; provided that such Employer
         Match Contribution may, at the discretion of the Administrative
         Managers and Financial Managers, be made in the form of shares of
         Viacom Inc. Common Stock equal in value to the Employer Match
         Contribution as determined based on the closing price of Viacom Inc.
         Common Stock on the NYSE as of the last business day of such Calendar
         Month, rather than in cash, with respect to each Participant (i) who is
         not represented by a labor organization or other representative which
         is recognized by an Employer as a representative for the


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         purpose of collective bargaining, or (ii) who is represented by a labor
         organization or other representative which is recognized by an Employer
         as a representative for the purpose of collective bargaining, to the
         extent that such labor organization or other representative makes a
         request that represented Participants be eligible for Employer Match
         Contributions in the form of shares of Viacom Inc. Common Stock and the
         Administrative Managers designate such represented Participants as
         eligible for Employer Match Contributions in the form of shares of
         Viacom Inc. Common Stock.

3.       Any amounts credited to any Account for a Participant that are
         forfeited by such Participant pursuant to any provision of the Plan
         shall not be returned to the Company but shall be used to reduce the
         obligations of the Company to make Employer Match Contributions under
         the Plan.

4.       Treatment of Excess Elective Deferral Amounts. Effective January 1,
         1987, the Plan shall not incur any Excess Elective Deferrals as defined
         in section 402(g) of the Code. Notwithstanding any other provision of
         the Plan, Excess Elective Deferrals as adjusted for income or losses
         thereon shall be distributed to the Participants in accordance with
         this Article.

         a.   For purposes of this Article, the following definitions shall have
              the following meanings:

              (1)  "Elective Deferrals" for a taxable year means the sum of all
                   Employer contributions made on behalf of a Participant
                   pursuant to an election to defer under any qualified CODA as
                   described in section 401(k) of the Code, any simplified
                   employee pension cash or


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                   deferred arrangement as described in section 402(h)(1)(B) of
                   the Code, any eligible deferred compensation plan under
                   section 457 of the Code, any plan as described under section
                   501(c)(18) of the Code, and any employer contributions made
                   on behalf of a Participant for the purchase of an annuity
                   contract under section 403(b) of the Code pursuant to a
                   salary reduction agreement.

              (2)  "Excess Elective Deferrals" shall mean those Elective
                   Deferrals that are includable in a Participant's gross income
                   under section 402(g) of the Code because they exceed the
                   Dollar Limit. Excess Elective Deferrals shall be treated as
                   Annual Additions under the Plan, unless they are distributed
                   by April 15 of the year following the calendar year in which
                   they were made.

         b.   A Participant may assign to this Plan any Excess Elective
              Deferrals made during the taxable year of the Participant by
              filing a claim in writing with the Plan Administrator no later
              than March 1 following the year in which the Excess Elective
              Deferral was made. Said claim shall specify the Participant's
              Excess Elective Deferral amount for the preceding calendar year,
              and shall be accompanied by the Participant's written statement
              that if such amounts are not distributed, such Excess Elective
              Deferral amount, when added to amounts deferred under other plans
              or arrangements described in section 401(k), 408(k), 457,
              501(c)(18) or 403(b) of the Code shall exceed the Dollar Limit for
              the year in which the deferral occurred. A Participant shall be
              deemed to have given the notification described above if the
              Excess Elective Deferral results from Elective Deferrals to this
              Plan or other plans of the Employer or the Employer's Controlled
              Group.


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         c.   A Participant who has an Excess Elective Deferral during a taxable
              year may receive a corrective distribution. Such a corrective
              distribution shall be made if:

              (1)  the Participant designates the distribution as an Excess
                   Elective Deferral or is deemed to make the designation under
                   paragraph 4.b above;

              (2)  the corrective distribution is made after the date on which
                   the Plan received the Excess Elective Deferral; and

              (3)  the Plan Administrator designates the distribution as a
                   distribution of an Excess Elective Deferral.

         d.   The Excess Elective Deferral distributed to a Participant with
              respect to a calendar year shall be adjusted to reflect income or
              loss in the Participant's Pre-Tax Account for the taxable year
              allocable thereto. The income or loss allocable to such Excess
              Elective Deferral Amount shall be determined in accordance with
              section 402(g) of the Code and the regulations thereunder.

         e.   Excess Elective Deferral amounts, as adjusted for income and
              losses, shall be distributed to the Participant no later than
              April 15 of the year following the calendar year in which such
              Excess Elective Deferral was made.

5.       Actual Deferral Percentage Test. Effective January 1, 1989, the actual
         deferral percentage (ADP) for Participants who are Highly Compensated
         Employees shall not exceed the greater of a or b as follows:

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         a.   the ADP of Participants who are Non-Highly Compensated Employees
              times 1.25; or

         b.   the ADP of Participants who are Non-Highly Compensated Employees
              times 2.0, but not to exceed the ADP of Participants who are
              Non-Highly Compensated Employees by more than two (2) percentage
              points.

6.       ADP Formula.

         a.   The ADP for a specified group of Participants for a Plan Year
              shall be the average of the Actual Deferral Ratios (ADR)
              calculated separately for each Participant in such group.

              For purposes of determining the ADP of a Highly Compensated
              Employee or a Highly Compensated Employee in the group consisting
              of the ten Highly Compensated Employees paid the greatest
              Compensation during the Plan Year, the Employee's Pre-Tax
              Contributions shall include the Pre-Tax Contributions of Family
              Members; and such Family Members shall be disregarded as separate
              Employees in determining the ADP both for Participants who are
              Non-Highly Compensated Employees and for Participants who are
              Highly Compensated Employees.

              The Plan Administrator shall determine as soon as practicable
              after the end of the Plan Year whether the ADP for Highly
              Compensated Employees satisfies either of the tests contained in
              Article II.5. In the event neither test is satisfied, the Plan
              Administrator may elect either of the following:

              (1)  to recharacterize all or any portion of the Pre-Tax
                   Contributions for

                                       8

<PAGE>

                   Highly Compensated Employees as After-Tax Contributions as
                   provided in Article II.8;

              (2)  to reduce the allowable Pre-Tax Contributions for Highly
                   Compensated Employees as provided in Article II.9; or

              (3)  to make an Additional Contribution (subject to the
                   requirements of Article II.10) for all or a portion of
                   Non-Highly Compensated Employees eligible to make
                   contributions under Article II.1. in a level dollar amount or
                   a uniform percentage of Compensation, as the Company shall
                   elect, within the time period required by any applicable law
                   or regulation.

         b.   The Plan shall take into account the ADRs of all eligible
              Employees for purposes of the ADP test. For this purpose, an
              eligible Employee is any Employee who is directly or indirectly
              eligible to make Pre-Tax Contributions under the Plan for all or a
              portion of a Plan Year, including an Employee who would be
              eligible but for his failure to make Pre-Tax Contributions and an
              Employee whose eligibility to make Pre-Tax Contributions has been
              suspended because of an election not to participate. In the case
              of an eligible Employee who makes no Pre-Tax Contributions, the
              ADR for such Employee that is to be included in determining the
              ADP is zero.

         c.   A Pre-Tax Contribution shall be taken into account under the ADP
              test for a Plan Year only if it relates to Compensation that
              either would have been received by the Employee in the Plan Year
              (but for the deferral election) or is attributable to services
              performed by the Employee in the Plan Year and


                                       9

<PAGE>


              would have been received by the Employee within 2 1/2 months after
              the close of the Plan Year (but for the deferral election).

         d.   A Pre-Tax Contribution shall be taken into account under the ADP
              test for a Plan Year only if it is contributed to the Trust before
              the last day of the twelve-month period immediately following the
              Plan Year to which the contribution relates and is allocated
              within the Plan Year to which the contribution relates. A Pre-Tax
              Contribution is considered allocated as of a date within a Plan
              Year if the allocation is not contingent on participation or
              performance of services after such date.

         e.   The ADR and ADP shall be calculated to the nearest .01 percent.


7.       Calculations of Excess Contributions.

         a.   The amount of Pre-Tax Contributions for a Highly Compensated
              Employee in excess of that permitted under Article II.5.
              (hereinafter, Excess Contributions) shall be determined in the
              following manner. First, the ADR of the Highly Compensated
              Employee with the highest ADR is reduced to the extent necessary
              to satisfy the ADP test or cause such ADR to equal the ADR of the
              Highly Compensated Employee with the next highest ADR. This
              process is repeated until the ADP test is satisfied. The amount of
              Excess Contributions for a Highly Compensated Employee is the
              difference between the total of Pre-Tax and other contributions
              (if any) taken into account for the ADP test, and the product of
              the Employee's ADR at the time the ADP test is satisfied, as
              determined above, multiplied by the Employee's Compensation.


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         b.   In the case of a Highly Compensated Employee whose ADR is
              determined under the family aggregation rules, the amount of
              Excess Contributions shall be determined as provided in Article
              II.7.a. The Excess Contributions for the family unit are allocated
              among the Family Members in proportion to the contributions of
              each Family Member that have been combined.

         c.   The amount of Excess Contributions that are recharacterized under
              Article II.8, or distributed under Article II.9, with respect to
              an Employee for a Plan Year, shall be reduced by Excess Elective
              Deferrals previously distributed to the Employee for the
              Employee's taxable year ending with or within the Plan Year, in
              accordance with section 402(g)(2) of the Code, and Excess Elective
              Deferrals to be distributed for a taxable year will be reduced by
              Excess Contributions previously distributed or recharacterized for
              the Plan Year beginning in such taxable year.

8.       Recharacterization of Excess Contributions. Excess Contributions may be
         recharacterized as After-Tax Contributions. Recharacterized amounts
         shall be reallocated to the Participant's After-Tax Account, but shall
         continue to be fully vested and subject to distribution limitations
         that apply to Pre-Tax Accounts. In no event shall amounts be
         recharacterized by a Highly Compensated Employee to the extent such
         amount in combination with other contributions exceeds any other limit
         under the Plan. Recharacterization must occur no later than April 15 of
         the year following the Plan Year in which the original contributions
         were made.

9.       Distribution of Excess Contributions. Excess Contributions may be
         distributed to Participants on whose behalf such Excess Contributions
         were made no later than


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         the last day of the Plan Year following the Plan Year for which they
         were made. Excess Contributions that are distributed shall be adjusted
         to reflect income (or loss) allocable thereon, determined using a
         reasonable method of computing the income (or loss) allocable to Excess
         Contributions, provided that the method does not violate Code section
         401(a)(4), is used consistently for all Participants and for all
         corrective distributions under the Plan for the Plan Year, and is used
         by the Plan for allocating income (or loss) to Participant Accounts.

10.      Additional and Employer Match Contributions. Additional Contributions
         and Employer Match Contributions may be treated as Pre-Tax
         Contributions for purposes of the ADP test only if such contributions
         are non-forfeitable when made and subject to the same distribution
         restrictions that apply to elective contributions. Additional
         Contributions and Employer Match Contributions which may be treated as
         Pre-Tax Contributions must satisfy these requirements without regard to
         whether they are actually taken into account as Pre-Tax Contributions
         for purposes of satisfying the ADP tests.

         Additional Contributions and/or Employer Match Contributions may be
         treated as Pre-Tax Contributions only if the conditions described in
         section 1.401(k)-1(b)(5) of the Treasury regulations are satisfied.

         The amount of the Additional and Employer Match Contributions for
         Non-Highly Compensated Employees made under this Article II.10, the
         distribution of Excess Contributions for Highly Compensated Employees
         in accordance with Article II.9, or the recharacterized contributions
         under Article II.8, shall be such that at least one of the tests
         contained in Article II.5 is satisfied.

11.      Forfeiture of Employer Match Contributions. Any Employer Match
         Contributions


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<PAGE>

         made on account of an Excess Contribution or an Excess Elective
         Deferral shall be forfeited and shall be used to reduce the amount of
         Employer Match Contributions required to be made by the Company for the
         year of forfeiture.

12.      Actual Contribution Percentage Test. Effective January 1, 1987, the
         actual contribution percentage (ACP) for Participants who are Highly
         Compensated Employees shall not exceed the greater of a or b as
         follows:

         a.   the ACP of Participants who are Non-Highly Compensated Employees
              times 1.25; or

         b.   the ACP of Participants who are Non-Highly Compensated Employees
              times 2.0, but not to exceed the ACP of Participants who are
              Non-Highly Compensated Employees by more than two (2) percentage
              points.

13.      ACP Formula.

         a.   The ACP for a specified group of Participants for a Plan Year
              shall be the average of the Actual Contribution Ratios (ACR)
              calculated separately for each Participant in such group.

              For purposes of determining the ACP of a Highly Compensated
              Employee or a Highly Compensated Employee in the group consisting
              of the ten Highly Compensated Employees paid the greatest
              Compensation during the Plan Year, the Employee's Employer Match
              Contribution and After-Tax Contributions shall include the
              Employer Match Contributions and After-Tax Contributions of Family
              Members; and such Family Members shall be disregarded as separate
              Employees in determining the ACP both


                                       13
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              for Participants who are Non-Highly Compensated Employees and for
              Participants who are Highly Compensated Employees.

              The Plan Administrator shall determine as soon as practicable
              after the end of the Plan Year whether the ACP for Highly
              Compensated Employees satisfies either of the tests contained in
              Article II.12. In the event neither test is satisfied, the Plan
              Administrator may elect either of the following:

              (1)  to reduce the allowable Employer Match Contribution and/or
                   After-Tax Contributions for Highly Compensated Employees as
                   provided in Article II.14; or

              (2)  to make an Additional Contribution for all or a portion of
                   Non-Highly Compensated Employees eligible to make
                   contributions under Article II.1 in a level dollar amount or
                   a uniform percentage of Compensation, as the Plan
                   Administrator shall elect, within the time period required by
                   any applicable law or regulation.

         b.   The Plan shall take into account the ACRs of all eligible
              Employees for purposes of the ACP test. For this purpose, an
              eligible Employee is any Employee who is directly or indirectly
              eligible to receive an allocation of Employer Match Contributions,
              including an Employee who would be eligible but for his failure to
              make After-Tax and/or Pre-Tax Contributions and an Employee whose
              right to receive Employer Match Contributions has been suspended
              because of an election not to participate. In the case of an
              eligible Employee who receives no Employer Match Contributions,
              the ACR that is to be included in determining the ACP is zero.


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         c.   An Employer Match Contribution shall be taken into account under
              the ACP test for a Plan Year only if it is made on account of the
              eligible Employee's After-Tax and/or Pre-Tax Contributions for the
              Plan Year, contributed to the Trust before the last day of the
              twelve-month period immediately following the Plan Year to which
              the contributions relate and is allocated within the Plan Year to
              which the contributions relate. Employer Match Contributions which
              are used to meet the requirements of section 401(k)(3)(A) of the
              Code are not taken into account.

         d.   The ACR and ACP shall be calculated to the nearest .01 percent.

14.      Calculation of Excess Aggregate Contributions.

         a.   The amount of contributions for a Highly Compensated Employee in
              excess of that permitted under Article II.12 (hereinafter, Excess
              Aggregate Contributions) shall be determined in the following
              manner. First, the ACR of the Highly Compensated Employee with the
              highest ACR is reduced (first, as to After-Tax Contributions, if
              any, then as to Employer Match Contributions) to the extent
              necessary to satisfy the ACP test or cause such ACR to equal the
              ACR of the Highly Compensated Employee with the next highest ACR.

              This process is repeated until the ACP test is satisfied. The
              amount of Excess Aggregate Contribution for a Highly Compensated
              Employee is the difference between the total of Employer Match
              Contributions and other contributions taken into account for the
              ACP test, and the product of the Employee's ACR at the time the
              ACP test is satisfied, as determined above, multiplied by the
              Employee's Compensation.


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         b.   In the case of a Highly Compensated Employee whose ACR is
              determined under the family aggregation rules, the amount of
              Excess Aggregate Contributions shall be determined as provided in
              Article II.14.a. The Excess Aggregate Contributions for the family
              unit are allocated among the Family Members in proportion to the
              contributions of each Family Member that have been combined.

         c.   The amount of Excess Aggregate Contributions for a Plan Year shall
              be determined only after first determining the Excess
              Contributions that are treated as Employee After-Tax Contributions
              (if any) due to recharacterization of such contributions made to
              this Plan, or to another plan aggregated with this Plan under
              Article II.19, for the Plan Year.

15.      Distribution of Excess Aggregate Contributions. Excess Aggregate
         Contributions shall be distributed, in a manner that satisfies the
         requirements described in section 1.401(a)(4)-4 of the Treasury
         regulations (so that after correction each level of matching
         contributions will be currently and effectively available to a group of
         employees that satisfies Code section 410(b)), to Participants on whose
         behalf such Excess Aggregate Contributions were made (on the basis of
         the respective portions of such Excess Aggregate Contributions
         attributable to each Highly Compensated Employee), to the extent
         vested, no later than the last day of the Plan Year following the Plan
         Year for which they were made. Non-vested Excess Aggregate
         Contributions shall be applied as provided in Article II.17. Excess
         Aggregate Contributions shall be adjusted to reflect income (or loss)
         allocable thereon, determined using a reasonable method of computing
         the income (or loss) allocable to Excess Aggregate Contributions,
         provided that the method does not


                                       16
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         violate Code section 401(a)(4), is used consistently for all
         Participants and for all corrective distributions under the Plan for
         the Plan Year, and is used by the Plan for allocating income (or loss)
         to Participant Accounts.

16.      Additional Contributions. Additional Contributions may be treated as
         Employer Match Contributions only if the conditions described in
         Treasury regulation 1.401(m)-1(b)(5) are satisfied.

         The amount of Additional Contributions for Non-Highly Compensated
         Employees made under this Article II.16, or the distribution of Excess
         Aggregate Contributions to Highly Compensated Employees under Article
         II.15 shall be such that at least one of the tests contained in Article
         II.12 are satisfied.

17.      Forfeitures. Amounts forfeited by Highly Compensated Employees due to
         the distribution of Excess Aggregate Contributions shall be treated as
         an Annual Addition under the Plan and shall be applied to reduce future
         Employer Match Contributions required to be made by the Company. No
         forfeiture arising under this Article shall be allocated to the account
         of any Highly Compensated Employee.

18.      Aggregate Limit. The sum of the ADP and ACP for Highly Compensated
         Employees, determined after any corrections required to meet the ADP
         test or ACP test, shall not exceed the Aggregate Limit as defined
         herein. If the limit is exceeded, then either the ADR or ACR, as the
         Plan Administrator shall elect, for all affected Highly Compensated
         Employees, shall be reduced in accordance with Article II.6.a or
         Article 13.a as applicable. The amounts of the reduction for each
         Highly Compensated Employee shall be treated as an Excess Contribution
         or Excess Aggregate Contribution, as appropriate. "Aggregate Limit"
         means the greater of a or b below:


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         a.   The sum of:

              (1)  One hundred twenty-five percent (125%) of the greater of the
                   ADP for eligible Non-Highly Compensated Employees or the ACP
                   for eligible Non-Highly Compensated Employees for the Plan
                   Year; and

              (2)  Two (2) plus the lesser of such ADP or ACP, but not greater
                   than two hundred percent (200%) of the lesser amount; or

         b.   The sum of:

              (1)  One hundred twenty-five percent (125%) of the lesser of the
                   ADP for the eligible Non-Highly Compensated Employees or the
                   ACP for the eligible Non-Highly Compensated Employees for the
                   Plan Year; and

              (2)  Two (2) plus the greater of such ADP or ACP, but not greater
                   than two hundred percent (200%) of the greater amount.



19.      Special Rules.

         a.   The ADR and ACR for any Participant who is a Highly Compensated
              Employee for the Plan Year and who is eligible to make Pre-Tax


                                       18
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              Contributions, or to have Employer Match Contributions allocated
              to his account, or to make After-Tax Contributions, under two (2)
              or more plans that are maintained by an Employer or the Employer's
              Controlled Group shall be determined as if all such contributions
              were made under a single plan.

         b.   In the event that this Plan satisfies the requirements of sections
              410(b) and 401(a)(4) of the Code only if aggregated with one or
              more other plans, or if one or more other plans satisfy the
              requirements of sections 410(b) and 401(a)(4) of the Code only if
              aggregated with this Plan, then the contribution percentages and
              deferral percentages of Participants shall be determined as if all
              such plans were a single plan.

         c.   The determination and treatment of the contribution percentage of
              any Participant shall satisfy such other requirements as may be
              prescribed by the Secretary of the Treasury.

20.      Adjustments to Contribution Limits. Notwithstanding any other Plan
         provision, the Plan Administrator may limit the Pre-Tax Contribution
         percentage for Employees who have reached the Dollar Limit, or the
         Pre-Tax and/or After-Tax Contribution percentage(s) for all or a class
         of Highly Compensated Employees, as it determines is necessary or
         desirable to assure that the Plan satisfies the requirements of this
         Article II. To the extent no other Plan requirement is violated, that
         portion of any elected Pre-Tax Contribution percentage which is limited
         under this Article II.20 shall instead be treated as an election to
         make After-Tax Contributions.

21.      Adjustments to Contributions. A Participant may increase or decrease
         his rate of


                                       19
<PAGE>

         After-Tax and/or Pre-Tax Contributions at any time by making a new
         election with the Plan Administrator in accordance with reasonable
         procedures established by the Plan Administrator. A Participant may
         suspend After-Tax and/or Pre-Tax Contributions at any time by providing
         notice to the Plan Administrator in accordance with reasonable
         procedures established by the Plan Administrator. A Participant may
         recommence After-Tax and/or Pre-Tax Contributions to the Plan at any
         time by making a new election with the Plan Administrator. All
         elections of adjustments to contributions shall be effective as soon as
         practicable after the election is filed with the Plan Administrator.

22.      Permitted Employer Refunds. Employer contributions hereunder shall be
         refunded to the Employer under the limited circumstances listed below:

         a.   Any contribution made by the Employer due to a mistake of fact
              shall be refunded to the Employer within one year of such
              contribution.

         b.   Employer contributions are expressly conditioned on deductibility
              under section 404 of the Code. Any contribution that is disallowed
              as a deduction shall be refunded to the Employer within one year
              of such disallowance.

         c.   Refunds of contributions due to a disallowance of deduction or
              mistake of fact shall not include earnings attributable to the
              amount being refunded due to disallowance or mistake, but losses
              thereto shall reduce the amount to be refunded.

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<PAGE>


                                   ARTICLE III

             INVESTMENT OPTIONS AND TRANSFERS TO AND FROM THE TRUST

1.       All contributions to the Participants' Accounts shall be invested in
         one or more of the Investment Funds, which shall be designated by the
         Financial Managers, subject to the approval of the Administrative
         Managers. Investment Funds may include (but are not limited to) the
         Company Stock Fund, the Fixed Income Fund and Mutual Funds as
         designated by the Financial Managers, subject to the approval of the
         Administrative Managers. The Financial Managers, subject to the
         approval of the Administrative Managers, in their discretion, may
         change or terminate the existing Investment Funds or establish
         additional Investment Funds at any time. However, any Investment Fund
         that is not an investment company registered under the Investment
         Company Act of 1940 shall be managed by an Investment Manager appointed
         by the Financial Managers. The selection of Investment Fund choices and
         the administration of Plan investments are intended to comply with the
         requirements of section 404(c)of ERISA and the regulations thereunder.
         To the extent the requirements of section 404(c) of ERISA are
         satisfied, neither the Administrative Managers, the Financial Managers,
         the Plan Administrator, the Trustee, nor any other Plan fiduciary,
         shall be responsible for any losses resulting from a Participant's
         individual selection of Investment Fund choices.

2.       All funds of the Plan shall be invested by the Trustee in accordance
         with the provisions of the Plan and Trust Agreement.


3.       A Participant shall elect an investment mix in accordance with
         reasonable procedures established by the Plan Administrator. Effective
         October 1, 1994,

                                       21
<PAGE>


         contributions may be invested in any combination of the investment
         options available under the Plan in increments of one percent (1%). The
         Participant may change his election at any time by notifying the Plan
         Administrator, in accordance with reasonable procedures established by
         the Plan Administrator, to be effective with the first payroll
         disbursed after receipt and completion of processing by the Plan
         Administrator of such direction.

         Notwithstanding the above paragraph, Employer Match Contributions made
         in the form of Viacom Inc. Common Stock pursuant to Article II.2 shall
         be invested in the Company Stock Fund. A Participant may not elect to
         have such Employer Match Contributions, at the time contributed to the
         Plan, invested in an investment option other than the Company Stock
         Fund.

4.       The shares of Viacom Inc. Common Stock required each day for purposes
         of the Plan shall be purchased by the Trustee on the open market, from
         the Company or from such other person or persons and at such time or
         times as the Trustee may in its sole discretion determine in accordance
         with ERISA. Any shares purchased from the Company for a particular
         calendar day may be authorized and unissued shares or treasury shares,
         as the Company shall determine.

5.       A Participant other than a Terminated Participant who has received a
         Rollover Distribution from a qualified defined contribution plan or a
         distribution from an individual retirement account (as described in
         section 408(d)(3)(A) of the Code) may elect, in accordance with
         reasonable procedures established by the Plan Administrator, to roll
         over not more than the cash value of the distribution, less any amount
         attributable to the Participant's After-Tax Contributions, to his
         After-Tax Account within sixty (60) days of receipt of such
         distribution. In addition, (a) a Participant other than a Terminated
         Participant may authorize the Trustee of the


                                       22
<PAGE>


         Westinghouse Pension Plan to transfer the entire balance to the credit
         of the Participant in such plan directly to the Trust of this Plan, and
         (b) a Participant who has received a Rollover Distribution from the CBS
         Employee Investment Fund may elect, in accordance with reasonable
         procedures established by the Plan Administrator, to roll over not more
         than the cash value of the distribution, less any amount attributable
         to the Participant's After-Tax Contributions, to his After-Tax Account
         within sixty (60) days of receipt of such distribution. Effective
         October 1, 1994, the Participant may elect to invest any amount rolled
         over or transferred to this Plan in any of the investment options
         available under the Plan in increments of one percent (1%).

6.       Any Participant who ceases to be an Employee shall continue to have the
         authority to direct the investment of his Accounts in accordance with
         the provisions of Article III.7.

7.       Contributions made by or on behalf of a Participant shall be invested
         in the Investment Fund or Funds selected by the Participant until the
         effective date of a new designation which has been properly provided to
         the Plan Administrator in accordance with reasonable procedures
         established by the Plan Administrator. A designation provided by a
         Participant changing his investment options shall apply to investment
         of future deposits and/or to amounts already accumulated in his
         Accounts. A Participant may change his investment options for new
         contributions and/or change his investment selection with regard to
         amounts already accumulated in his Accounts at any time by providing
         notice to the Plan Administrator in accordance with reasonable
         procedures established by the Plan Administrator. Any changes in a
         Participant's investment mix made under this Article III.7 for new
         contributions will take effect as soon as practicable. Effective
         October 1, 1994, any changes in a Participant's investments made under


                                       23
<PAGE>


         this Article III.7 for amounts already accumulated in his Accounts will
         take effect at the end of the Trading Day on which the transaction has
         been accepted by the Plan Administrator. Such change shall be subject
         to any actions taken by the Mutual Fund sponsors based upon liquidity
         needs.

         Notwithstanding the above paragraph, to the extent that Employer Match
         Contributions are made in Viacom Inc. Common Stock pursuant to Article
         II.2, a Participant may not elect to have such Employer Match
         Contributions, at the time contributed to the Plan, invested in an
         investment option other than the Company Stock Fund. A Participant may,
         however, elect to change his investment selection for any such Employer
         Match Contributions that have already been made to his Employer Match
         Contribution Account. Such change in investment selection will not
         affect Employer Match Contributions made to the Company Stock Fund
         after the effective date of such change.

8.       In the event an Employer should sell or acquire shares of stock or
         other assets or properties of any other company which has a defined
         contribution plan, qualified under Section 401(a) of the Code, in
         effect at the time of such sale or acquisition, the Administrative
         Managers and Financial Managers may, in such manner and to such extent
         as they deem advisable, accept a trust to trust transfer of assets from
         the defined contribution plan of such company for any employees who
         will become, or will remain as, a Participant in the Westinghouse
         Savings Program, provided that the trust from which such assets are
         transferred permits the transfer to be made and the transfer will not
         jeopardize the tax exempt status of the Savings Program or the Savings
         Program trust or create adverse tax consequences for the Employer. The
         assets transferred shall be allocated to the Participant's After-Tax
         Account.


                                       24
<PAGE>


                                   ARTICLE IV

                VALUATION OF INVESTMENTS AND CREDITS TO ACCOUNTS

1.       The Value of each Participant's Accounts as of each Valuation Date
         shall be determined after reflecting any transfers, withdrawals, or
         contributions as of such date.

2.       Effective October 1, 1994, the interests of a Participant in the
         Company Stock Fund and the Fixed Income Fund shall be represented by
         Units that shall be valued and credited to each Participant's Accounts
         as follows:

         a.   Any Participants' Accounts which contained the Company Stock Fund
              and/or the Fixed Income Fund on September 30, 1994, shall be
              credited with a number of Units equivalent in Value to the Value
              of such Funds in each such Account as of September 30, 1994.

         b.   The Value of a Unit of the Company Stock Fund and the Fixed Income
              Fund within each Account of the Participant shall be determined as
              of each Valuation Date by dividing the total number of Units
              within each such fund immediately prior to the Valuation Date into
              the Value of all the assets then held by the Trustee with respect
              to such Fund.

3.       For investments in the Company Stock Fund and the Fixed Income Fund,
         the appropriate Accounts of each Participant as of each Valuation Date
         shall be credited with that number of Units (calculated to the fourth
         decimal place) determined by dividing (a) contributions made and
         amounts transferred into each of the funds by or on behalf of such
         Participant by (b) the Value of a Unit of such fund as of the Valuation
         Date.


                                       25
<PAGE>


4.       For investments in each of the Mutual Funds, the appropriate Accounts
         of each Participant as of each Valuation Date shall be credited with
         that number of whole and fractional shares of the Mutual Fund
         (calculated to the fourth decimal place) determined by dividing (a)
         contributions, dividends and amounts transferred into each of the funds
         by (b) the closing share price of the Mutual Fund as of the Valuation
         Date.

5.       Each Participant shall be furnished with a statement of his Accounts
         under the Plan, as required by section 404(c) of ERISA and the
         regulations thereunder, and any other applicable provision of ERISA.


                                       26
<PAGE>


                                    ARTICLE V

                               VESTING OF ACCOUNTS

1.       A Participant shall at all times be one hundred percent (100%) vested
         in, and have a nonforfeitable right to, his After-Tax and Pre-Tax
         Accounts.

2.       A Participant who had an Account in the Plan on December 31, 1988 and
         any Employee who accrued Eligibility Service with an Employer any time
         prior to January 1, 1989 shall be vested in, and have a nonforfeitable
         right to, his Employer Match Contribution Account effective January 1,
         1989. A Participant who began accruing Eligibility Service on or after
         January 1, 1989 shall not be vested in any portion of his Employer
         Match Contribution Account until he accrues five (5) years of
         Eligibility Service, at which time he shall become one hundred percent
         (100%) vested in, and have a nonforfeitable right to, his Employer
         Match Contribution Account. Notwithstanding the foregoing, the Employer
         Match Contribution Account shall become one hundred percent (100%)
         vested upon the retirement or death of a Participant. In addition, the
         Employer Match Contribution of a Participant who is a "Business
         Employee" (as that term is defined in Section 1.1 of an Asset Purchase
         Agreement dated November 14, 1997 between the Company and Siemens Power
         Generation Corporation ("Purchase Agreement")) or are, pursuant to the
         Purchase Agreement, deemed to be employees of the Purchaser as of the
         Closing Date shall become one hundred percent (100%) vested on the
         Closing Date under the Purchase Agreement; provided that amounts vested
         under the terms of this sentence (and are not otherwise vested) shall
         not be available for withdrawal under the terms of Article VII.4 until
         such time as such amounts are transferred to a Code section 401(k) plan
         maintained by Siemens Power Generation Corporation pursuant to the
         terms of the Purchase Agreement. In addition, the Employer Match
         Contribution of a


                                       27
<PAGE>


         Participant who is a "Continued Employee" (as that term is defined in
         Section 1.1 of the Asset Purchase Agreement dated May 22, 1998 between
         the Company and Emerson Electric Co. ("Purchase Agreement")) shall
         become one hundred percent (100%) vested on the date that the assets
         are transferred to the Purchaser's 401(k) plan pursuant to the Purchase
         Agreement. In addition, the Employer Match Contribution of a
         Participant who is a "Business Employee" (as that term is defined in
         Section 1.1 of Asset Purchase Agreements dated as of June 25, 1998
         between the Company and WGNH Acquisition, LLC ("Purchase Agreements"))
         or, pursuant to the Purchase Agreements, deemed to be an employee of
         the Purchaser as of April 1, 1999 shall become one hundred percent
         (100%) vested on the date of the transfer of account balances to the
         Purchaser's plan under the Purchase Agreements. In addition, the
         Employer Match Contribution of a Participant who is a "Continued
         Employee" (as that term is defined in Section 1.1 of the Asset Purchase
         Agreement dated April 28, 1999 between the Company and Bechtel
         National, Inc. ("Purchase Agreement")) shall become one hundred percent
         (100%) vested on the date that the assets are transferred to the
         Purchaser's 401(k) plan pursuant to the Purchase Agreement.

3.       If a Participant terminates employment prior to becoming a Vested
         Participant, the current value of his Employer Match Contribution
         Account will be forfeited. If the Terminated Participant is
         subsequently re-employed by an Employer or an Affiliated Entity, the
         dollar value of the forfeited amount shall be restored to his Employer
         Match Contribution Account without adjustment for gains or losses since
         the date of forfeiture.

4.       Any forfeited amounts that are restored pursuant to Article V.3 shall
         be invested in accordance with the investment election in effect at the
         time of restoration. In


                                       28
<PAGE>

         the event the Participant does not have a current investment election
         in effect, the restored amount will be invested in the Fixed Income
         Fund.


                                       29
<PAGE>


                                   ARTICLE VI

         DISTRIBUTION OF ACCOUNTS UPON TERMINATION, RETIREMENT, OR DEATH

1.       In the event a Participant becomes a Terminated Participant, the
         following shall apply:

         a.   If the total value of vested Accounts is $3,500 or less, a total
              distribution shall be made automatically to a Terminated
              Participant. A Terminated Participant shall be entitled to receive
              cash in lieu of Viacom Inc. Common Stock. Distributions of all
              other Investment Funds shall be made in cash. If no direction is
              provided to the Plan Administrator within a reasonable time on or
              after termination of employment, amounts invested in the Company
              Stock Fund, if any, shall be paid in Viacom Inc. Common Stock.

         b.   If the total value of vested Accounts exceeds $3,500, the
              Terminated Participant may elect a total distribution (in
              Securities and/or cash) or may elect to leave his vested Accounts
              in the Plan. If he elects to leave his vested Accounts in the
              Plan, all of his Accounts shall continue to be invested as they
              were immediately prior to his becoming a Terminated Participant,
              unless he elects to transfer such investments to any other
              available investment option in the Plan. Amounts that remain in
              the Plan must be withdrawn (in one lump sum only) by the
              Terminated Participant's Normal Retirement Date; no partial
              distributions shall be permitted. Participants will be entitled to
              receive an amount equivalent to the value of the vested Accounts
              on the first Valuation Date after the distribution has been
              approved by the Plan Administrator. If no direction is provided by
              the Participant on or prior to the Terminated Participant's Normal
              Retirement


                                       30
<PAGE>

              Date, amounts invested in the Company Stock Fund shall be paid in
              Viacom Inc. Common Stock. Distributions of all other Investment
              Funds shall be made in cash.

2.       In the event a Participant becomes a Retired Participant, the following
         shall apply:

         a.   The Retired Participant may elect an immediate distribution of all
              of his Accounts in the form of Securities and/or cash. If he
              elects an immediate distribution, such Accounts shall be
              distributed to him as soon as practicable after his retirement. A
              Retired Participant shall be entitled to receive cash in lieu of
              Viacom Inc. Common Stock. Distributions of all other Investment
              Funds shall be made in cash.

         b.   The Retired Participant may elect to have his Accounts distributed
              in accordance with one of the following options:

              (1)  He may elect to receive monthly or annual installments, the
                   amount of which is determined by the Retired Participant at
                   retirement. Installments will begin as soon as practicable
                   after the request is received from the Retired Participant
                   and approved by the Plan Administrator. Each subsequent
                   annual installment will be processed as soon as practicable
                   on the annual anniversary of the first payment. Monthly
                   installments shall be processed as of the last Valuation Date
                   in each month.

                   Effective October 1, 1994, all payments under this option
                   will be in cash and will be derived from the available
                   Accounts of the Retired Participant based upon the following
                   hierarchy:


                                       31
<PAGE>

                   (i)   After-Tax Account (including rollover amounts);

                   (ii)  Employer Match Contribution Account;

                   (iii) Pre-Tax Account.

                   Within each Account, the payments will be prorated across all
                   Investment Funds in that Account.

                   A Retired Participant who elects to receive monthly or annual
                   installments pursuant to this Article VI.2.b(1) may cancel or
                   change such election at any time. He may also elect a partial
                   distribution as described in Article VI.2.b(2).

                   Notwithstanding the above, payments under this option must be
                   at least equivalent to the amount required under section
                   401(a)(9) of the Code and regulations issued thereunder as
                   described in Paragraph 6 of this Article VI.

              (2)  He may elect to defer receipt of his Accounts until such time
                   as he instructs the Plan Administrator that he wishes to
                   receive his Accounts in whole or in part. In no event,
                   however, may he defer receipt of his first payment beyond
                   April 1 following the calendar year in which he attains age
                   70-1/2, and such first payment and all subsequent payments
                   must be at least equal to the amounts required under section
                   401(a)(9) of the Code and regulations issued thereunder as
                   described in Paragraph 6 of this Article VI. A Retired
                   Participant may request a distribution at any time. Effective
                   October 1, 1994, the distribution may be either (a) prorated
                   across all


                                       32
<PAGE>


                   Investment Funds in which the Retired Participant is invested
                   or (b) directed against specific funds based upon the
                   Participant's request. Distributions from the Company Stock
                   Fund may be either in cash or Securities at the election of
                   the Participant. All other Investment Funds shall be
                   distributed in cash. The distribution shall be derived from
                   the available Accounts of the Retired Participant based upon
                   the following hierarchy:

                   (i)   After-Tax Account (including rollover amounts);

                   (ii)  Employer Match Contribution Account;

                   (iii) Pre-Tax Account.

3.       A Participant who becomes a Totally Disabled Participant as defined in
         Article XVII.57 shall be treated for the purpose of this Article VI as
         though he were retired on the date he is declared a Totally Disabled
         Participant, and he shall be entitled to the same options set forth
         above in Paragraph 2 of this Article VI.

4.       In the event of the death of a Participant who is not a Terminated
         Participant, the following shall apply:

         a.   If the total value of Accounts is $3,500 or less, a total
              distribution shall be made automatically to the designated
              Beneficiary.

         b.   If the total value of Accounts exceeds $3,500 and the designated
              Beneficiary is not the Surviving Spouse, a total distribution
              shall be made automatically to the designated Beneficiary.

         c.   If the total value of Accounts exceeds $3,500 and the designated
              Beneficiary is the Surviving Spouse, the Surviving Spouse may
              elect a total


                                       33
<PAGE>

              distribution or may elect to leave his Accounts in the Plan. If
              the Surviving Spouse elects to leave his Accounts in the Plan, he
              shall be treated as a Retired Participant and the investment and
              payment options which are available to Retired Participants shall
              be available to the Surviving Spouse.

         d.   Upon direction to the Plan Administrator by the Beneficiary, cash
              shall be paid in lieu of Viacom Inc. Common Stock. Distributions
              of all other Investment Funds shall be made in cash.

5.       In the event of the death of a Terminated Participant, a total
         distribution shall be made automatically to the designated Beneficiary.
         Upon direction to the Plan Administrator by the Beneficiary, cash shall
         be paid in lieu of Viacom Inc. Common Stock. Distributions of all other
         Investment Funds shall be made in cash.

6.       In no event shall a Participant (or Beneficiary, if applicable) receive
         less than the minimum annual payment as required by section 401(a)(9)
         of the Code and regulations thereunder, including regulation section
         1.401(a)(9)-2. The provisions of this Paragraph 6 override any
         distribution options in the Plan which are inconsistent with section
         401(a)(9) of the Code. The first minimum payment for a Participant who
         has attained age 70 1/2 shall be determined by dividing (i) the
         Participant's total Account balance at the beginning of the year in
         which he attains age 70 1/2 by (ii) the joint life expectancy factor
         set forth in the Code for the lives of that Participant and his
         designated Beneficiary, if any. The first minimum payment must be made
         by April 1 of the year following the year during which the Participant
         attains age 70-1/2. The second minimum payment uses the Participant's
         total Account balance at the end of the year during which he attains
         age 70-1/2 (reduced by the first payment if such payment is not made
         during the


                                       34
<PAGE>


         year in which he attains age 70-1/2) and the original joint life
         expectancy factor decreased by one (1) year. This second minimum
         payment is due by the end of the year following the year during which
         he attains age 70-1/2. All subsequent minimum payments are required to
         be made by the end of each year using the total balance in the
         Participant's Accounts at the end of the previous year and the previous
         joint life expectancy factor decreased by one (1) year.

         If the Participant dies before the time when distributions are
         considered to have commenced in accordance with Code section 401(a)(9),
         distributions will satisfy Code section 401(a)(9) as follows: (i) any
         remaining portion of the Participant's Accounts that is not payable to
         a Beneficiary will be distributed within five years after the
         Participant's death; and (ii) any portion of the Participant's interest
         that is payable to a Beneficiary will be distributed either (a) if the
         Beneficiary elects, within five years after the Participant's death, or
         (b) over the life of the Beneficiary or over a period certain not
         extending beyond the life expectancy of the Beneficiary, commencing no
         later than the end of the calendar year following the calendar year in
         which the Participant died (or, if the Beneficiary is the Participant's
         surviving spouse, commencing not later than the end of the calendar
         year following the calendar year in which the Participant would have
         attained age 70-1/2). If the Participant dies after the time when
         distributions are considered to have commenced in accordance with Code
         section 401(a)(9), any remaining portion of the Participant's Accounts
         will be distributed at least as rapidly as under the distribution
         method being used under Code section 401(a)(9)(A)(ii) as of the
         Participant's death.

7.       Unless the Alternate Payee is an Employee or a Retired Participant, any
         amounts segregated under this Plan for the benefit of the Alternate
         Payee pursuant to a QDRO shall be distributed to the Alternate Payee as
         soon as practicable following


                                       35
<PAGE>

         the qualification of the QDRO by the Plan Administrator.

8.       Each Participant shall keep the Plan Administrator informed of his
         current address and the current address of his Beneficiary(ies).
         Neither the Plan Administrator, the Company, the Administrative
         Managers, the Financial Managers nor the Trustee shall be obligated to
         search for the whereabouts of any person. If the location of a
         Participant is not made known to the Plan Administrator and after
         diligent efforts to ascertain the whereabouts of the Participant or
         Beneficiary(ies) prove unsuccessful, the balance in the Participant's
         Accounts shall be deemed a forfeiture and shall be used to reduce the
         amount of Employer Match Contributions required to be made by the
         Employer to the Plan for the Plan Year next following the year in which
         the forfeiture occurs; provided, however, that in the event that the
         Participant or a Beneficiary makes a claim for any amount that has been
         forfeited, the Accounts which have been forfeited shall be reinstated
         without adjustment for gains or losses.

9.       Subject to the provisions of Article VI.6, unless otherwise elected by
         a Participant, distribution of Plan benefits will begin not later than
         sixty (60) days after the close of the Plan Year in which the latest of
         the following occurs:

         a.   the Participant attains age 65;

         b.   the 10th anniversary of the date the Participant commenced
              participation in the Plan; or

         c.   the date the Participant terminates service with an Employer.

10.      Rollovers Out of the Plan. Notwithstanding any provision of the Plan to
         the


                                       36
<PAGE>


         contrary that would otherwise limit a Distributee's election under this
         Article, a "Distributee" (as defined in Article VI.11) may elect, at
         the time and in the manner prescribed by the Plan Administrator, to
         have any portion of an "Eligible Rollover Distribution" (as defined in
         Article VI.12) paid directly to an "Eligible Retirement Plan" (as
         defined in Article VI.13) specified by the Distributee in a "Direct
         Rollover" (as defined in Article VI.14).

11.      Distributee. A Distributee includes an Employee or former Employee. In
         addition, the Employee's or former Employee's Surviving Spouse and the
         Employee's or former Employee's spouse or former spouse who is the
         Alternate Payee under a QDRO, as defined in section 414(p) of the Code,
         are Distributees with regard to the interest of the spouse or former
         spouse.

12.      Eligible Rollover Distribution. An Eligible Rollover Distribution is
         any distribution of all or any portion of the balance to the credit of
         the Distributee, except that an Eligible Rollover Distribution does not
         include: any distribution that is one of a series of substantially
         equal periodic payments (not less frequently than annually) made for
         the life (or life expectancy) of the Distributee or the joint lives (or
         joint life expectancies) of the Distributee and the Distributee's
         designated Beneficiary, or for a specified period of ten (10) years or
         more; any distribution to the extent such distribution is required
         under section 401(a)(9) of the Code; and the portion of any
         distribution that is not includable in gross income (determined without
         regard to the exclusion for net unrealized appreciation with respect to
         employer securities).

13.      Eligible Retirement Plan. An Eligible Retirement Plan is an individual
         retirement account described in section 408(a) of the Code, an
         individual retirement annuity described in section 408(b) of the Code,
         an annuity plan described in section 403(a) of the Code, or a qualified
         trust described in section 401(a) of the Code,


                                       37
<PAGE>

         that accepts the Distributee's Eligible Rollover Distribution. However,
         in the case of an Eligible Rollover Distribution to the Surviving
         Spouse, an Eligible Retirement Plan is an individual retirement account
         or individual retirement annuity.

14.      Direct Rollover. A Direct Rollover is a payment by the Plan to the
         Eligible Retirement Plan specified by the Distributee.

15.      A Terminated Participant or a Retired Participant may authorize the
         Trustee of this Plan to transfer the entire balance to the credit of
         such Participant from the Trust of this Plan to the trust of any other
         qualified plan which permits such transfers. Any transfer would be in a
         form acceptable to the plan to which such distribution is being
         transferred subject to the terms of this Plan.


                                       38
<PAGE>


                                   ARTICLE VII

                             IN-SERVICE WITHDRAWALS

1.       A Vested Participant shall be permitted to make a withdrawal for any
         reason from his After-Tax Account. A Non-Vested Participant shall be
         permitted to make a withdrawal for any reason from that portion of his
         After-Tax Account which represents contributions that were not matched
         by contributions in the Employer Match Contribution Account. A
         Non-Vested Participant shall be permitted to make a withdrawal from
         that portion of his After-Tax Account which represents contributions
         that were matched by contributions in the Employer Match Contribution
         Account only in the case of a hardship as defined in Paragraph 2 of
         this Article VII. This hardship withdrawal is available to a Non-Vested
         Participant only after he has withdrawn the total amount available
         under the terms of this Article VII.

2.       A Non-Vested Participant shall be permitted to make a withdrawal from
         his Pre-Tax Account only in the case of a hardship. A Vested
         Participant shall be permitted to make a withdrawal for any reason from
         his Pre-Tax Account upon the attainment of age 59 1/2. A Vested
         Participant shall be permitted to make a withdrawal from his Pre-Tax
         Account before attaining age 59 1/2 only in the case of hardship.
         Hardship withdrawals from the Pre-Tax Account are limited to the amount
         contributed by the Participant to the Pre-Tax Account or the value of
         the Account, whichever is less. The following situations are considered
         to constitute a hardship for purposes of this Plan:

         a.   medical expenses (described in section 213(d) of the Code)
              incurred by the Participant, his spouse, his children, or his
              dependents;


                                       39
<PAGE>


         b.   purchase of a principal residence of the Participant (excluding
              mortgage payments);

         c.   payment of tuition for the next twelve (12) months of
              post-secondary education for the Participant, his spouse, his
              children, or his dependents;

         d.   the need to prevent eviction of the Participant from his principal
              residence or foreclosure on the mortgage of the Participant's
              principal residence; or

         e.   an immediate and heavy financial need as determined in a uniform
              and nondiscriminatory manner by the Plan Administrator based upon
              the facts and circumstances of a particular situation.

3.       Each time a Participant applies for a hardship withdrawal, he must
         submit documentation to substantiate the withdrawal as required by the
         Plan Administrator. A hardship withdrawal shall not be permitted from
         the Pre-Tax Account and/or the After-Tax Account (matched portion) if
         the Participant has other resources available to meet the financial
         need. In order to qualify for a hardship withdrawal from his Pre-Tax
         Account and/or the After-Tax Account (matched portion), a Participant
         must withdraw the total amount available for withdrawal absent hardship
         from his After-Tax Account and Employer Match Contribution Account and
         submit a statement that acknowledges that his situation cannot be
         relieved by any of the following:

         a.   the proceeds from an insurance policy;

         b.   the reasonable liquidation of the Participant's assets;


                                       40
<PAGE>

         c.   the discontinuance of the Participant's contributions under the
              Plan; or

         d.   a loan from his Pre-Tax Account, a distribution or loan from any
              other plan, or a commercial loan.

         If a loan is available from this Plan in the amount that would satisfy
         the hardship request, a Pre-Tax Account hardship withdrawal will not be
         permitted.

4.       A Vested Participant shall be permitted to make a withdrawal for any
         reason from his Employer Match Contribution Account. A Non-Vested
         Participant shall not be permitted to make a withdrawal from his
         Employer Match Contribution Account.

5.       To the extent permitted in Paragraphs 1, 2, 3 and 4 of this Article
         VII, in-service withdrawals will be permitted at any time. A request
         for an in-service withdrawal must be made to the Plan Administrator.
         Effective October 1, 1994, all withdrawals, with the exception of
         hardship withdrawals, may be either (a) prorated across all Investments
         Funds in which the Participant is invested or (b) directed against
         specific Funds based upon the Participant's request. The Participant
         may elect to receive Viacom Inc. Common Stock in the form of cash or
         Securities. Distributions of all other Investment Funds shall be made
         in cash. All non-hardship withdrawals will be derived from the
         available Accounts of each Participant based upon the following
         hierarchy:

         a.   Vested Participants:

              (1)  After-Tax Account (including rollover amounts);

              (2)  Employer Match Contribution Account;

              (3)  Pre-Tax Account.

         b.   Non-Vested Participants:


                                       41
<PAGE>

              (1)  Unmatched After-Tax Account (including rollover amounts).

              Hardship withdrawals will be derived from the Account from which
              the hardship is being taken and will be prorated across all
              Investment Funds in which the Participant is invested in that
              Account. Hardship withdrawals shall be paid in cash only.


                                       42
<PAGE>


                                  ARTICLE VIII

                                      LOANS

A Participant, other than a Terminated Participant, a Retired Participant, a
Totally Disabled Participant or a Surviving Spouse, may request a loan from his
Accounts in the Plan (excluding the Employer Match Contribution Account if he is
a Non-Vested Participant) in accordance with the following:

a.       Loans must be requested in multiples of $100 with a minimum amount of
         $1,000. The maximum loan amount is limited by law to be fifty percent
         (50%) of the vested balance in his Accounts, with an overall maximum of
         $50,000 reduced by the highest outstanding loan balance during the
         preceding twelve (12) months. If a Participant requests a loan that
         exceeds the balance in his available Accounts, the loan will be issued
         for the maximum amount available.

b.       The Plan Administrator shall determine whether the application for a
         loan is to be approved. All applications for loans shall be evaluated
         in a uniform and nondiscriminatory manner. A Participant who takes a
         loan from the Plan shall be subject to, and will be required to comply
         with the specific terms and conditions of any loans made under the
         Plan, as established by the Plan Administrator.

c.       To the extent permitted in this Article VIII, a Participant will be
         permitted to have up to two (2) outstanding loans at any given time.
         Loans may be either (i) prorated across all Investment Funds in which
         the Participant is invested or (ii) directed against specific Funds
         based upon the Participant's request. All loans will be derived from
         the available Accounts of each


                                       43
<PAGE>

         Participant based upon the following hierarchy:

              (1)  Vested Participants:

                   (i)   Pre-Tax Account;

                   (ii)  Employer Match Account;

                   (iii) After-Tax Account (including rollover amounts).


              (2)  Non-Vested Participants:

                   (i)   Pre-Tax Account;

                   (ii)  After-Tax Account (including rollover amounts).


d.       Loans shall be made to the Participant in cash and shall be derived
         from the Participant's Investment Funds based upon the Value as of the
         first Valuation Date after the loan has been approved by the Plan
         Administrator.

e.       Loan repayments shall be made by payroll deductions. The Participant
         may elect repayment periods of six (6) to sixty (60) months in
         increments of six (6) months. At any time prior to the due date of the
         final loan payment, the Participant may elect to partially repay the
         loan or make repayment in full. During the repayment period, loan
         repayments shall be allocated to the Accounts of Participants in
         reverse order from which the loan was derived. Repayments shall be
         invested in the investment options in effect for current contributions
         at the time the repayments are made. In the event the Participant does
         not have a current election in effect for either his Pre-Tax
         Contributions or his After-Tax Contributions, the current election in
         effect


                                       44
<PAGE>


         for his Employer Match Contribution Account shall be used. If a current
         election does not exist for his Employer Match Contribution Account,
         then the repayments shall be invested in the Fixed Income Fund.
         Repayments to the Company Stock Fund and the Fixed Income Fund shall
         purchase Units based upon the Value of each Unit on the Valuation Date
         in which the Accounts of Participants are credited. Repayments to each
         of the Mutual Funds will be credited with shares based upon the closing
         price of the Mutual Fund on the Valuation Date in which the Accounts of
         Participants are credited.

f.       For each Calendar Month, the interest rate to be charged for the term
         of the loans initiated in the Calendar Month shall be the Bankers Trust
         prime interest rate at the close of business on the last business day
         of the preceding Calendar Month plus one percent (1%).

g.       A Participant shall be required to continue to meet his loan repayment
         obligation for any period during which he is not receiving pay due to
         disability, layoff, furlough or leave of absence. In such event, the
         Participant shall be required to make his scheduled loan repayments by
         check or money order. Retired Participants and Totally Disabled
         Participants may elect to continue to make repayments by check or money
         order. A Terminated Participant or Surviving Spouse may repay his total
         outstanding loan balance in a single payment within sixty (60) days of
         his termination only if the total value of his vested Accounts plus his
         outstanding loan balance exceed $3,500. If such a Terminated
         Participant or Surviving Spouse does not repay the loan within 60 days
         after termination, the outstanding loan balance will be treated as a
         distribution.


                                       45
<PAGE>


h.       Any loans made, renewed, renegotiated, modified, or extended on or
         after October 1, 1994 shall be subject to the provisions of this
         Article VIII. All loans previously made shall be subject to the rules
         in effect under the Plan at the time the loan was made.

Notwithstanding any other provisions of this Article VIII, effective at the
beginning of the day (00:00:00 a.m.) on January 1, 2000, no individual shall be
entitled to obtain a new loan from the Plan. In addition, effective as of the
same time, repayment of any outstanding loan shall be made by personal check,
and not by payroll deductions, in accordance with procedures established by the
Plan Administrator.



                                       46
<PAGE>


                                   ARTICLE IX

                           DESIGNATION OF BENEFICIARY

1.       Each Participant shall file with the Plan Administrator a written
         designation of Beneficiary which shall be effective when received by
         the Plan Administrator. A Beneficiary designation may be changed by the
         Participant at any time upon written notice to the Plan Administrator,
         subject to the rules below for married Participants.

2.       The Beneficiary of a married Participant must be the Participant's
         spouse unless the Participant's spouse has given written consent to the
         designation of some other person or persons as a Beneficiary. Such
         consent must be witnessed by a notary public. Notwithstanding the
         foregoing, if a Participant establishes to the satisfaction of the Plan
         Administrator that a written consent cannot be obtained because the
         spouse cannot be located, or because of such other circumstances as may
         be permitted by law, spousal consent shall not be required. Any consent
         (or establishment that consent is not required) necessary under this
         provision will be valid only with respect to such spouse, but may not
         be revoked by such spouse. A revocation of a prior waiver may be made
         by a Participant without the consent of the spouse at any time before
         the Participant's retirement date. The number of revocations by a
         Participant shall not be limited. Any new waiver or change of
         Beneficiary will require a new spousal consent.

3.       An unmarried Participant may designate any person or persons as a
         Beneficiary without restriction. However, an unmarried Participant who
         later marries must at that time obtain spousal consent (as described in
         Paragraph 2) in order for the Participant's existing Beneficiary
         designation to remain valid. If a divorced Participant later remarries,
         the Participant must obtain the consent of the


                                       47
<PAGE>


         Participant's new spouse to the Beneficiary designation, even if the
         Participant obtained the consent of the Participant's former spouse to
         the Beneficiary designation.

4.       In the absence of spousal consent to the designation of some other
         person or persons as a Beneficiary, the Participant's interest in the
         Plan shall be distributed to the Surviving Spouse at the time of such
         Participant's death in accordance with the provisions of Paragraphs 4
         or 5 of Article VI. Notwithstanding the fact that a Participant has
         obtained spousal consent to the designation of some other person or
         persons as a Beneficiary, if the validly designated Beneficiary is not
         living at the time of such Participant's death, or if such designation
         is not effective for any reason, then the death benefit shall be
         payable to the deceased Participant's Spouse. If there is no Surviving
         Spouse, distribution shall be made to the legal representative of the
         Participant.

5.       No Beneficiary shall, prior to the death of the Participant by whom he
         has been designated, acquire any interest in the Participant's Accounts
         in the Plan or in the assets of the Trust.


                                       48
<PAGE>


                                    ARTICLE X

                                 VOTING OF STOCK

1.       Prior to each meeting of stockholders of Viacom, each Participant will
         be furnished any proxy material relating to such meeting, together with
         a form to be sent to the Trustee on which may be set forth the
         Participant's instructions as to the manner of voting the shares of
         Viacom Inc. Common Stock then held by the Trustee under the Plan to the
         extent of his proportionate interest therein. Upon receipt of such
         instructions, the Trustee shall vote such shares in accordance
         therewith.

2.       With respect to shares for which the Trustee receives no Participant
         instructions, the Trustee shall not vote such shares.


                                       49
<PAGE>


                                   ARTICLE XI

                                  TENDER OFFERS

As soon as practicable after the commencement of a tender offer or exchange
offer ("Offer") for shares of Viacom Inc. Common Stock, Viacom shall use
reasonable best efforts to cause each Participant, whose Participant's Account
has credited to it a proportionate share of the Viacom Inc. Common Stock in the
Trust, to be advised in writing of the terms of the Offer, together with forms
by which the Participant may instruct the Trustee, or revoke such instruction,
to tender his proportionate shares credited to the Trust, to the extent
permitted under the terms of any such Offer. The Trustee shall follow the
directions of each Participant but the Trustee shall not tender such
proportionate share of shares for which no instructions are received. The number
of shares of Viacom Inc. Common Stock with respect to which a Participant may
provide instructions shall be the total number of shares of Viacom Inc. Common
Stock credited to the Trust, whether or not the shares are vested, as of the
last day of the month preceding the month during which the Offer commenced or
such other date which may be designated by Viacom, in its sole discretion, as it
deems appropriate for reasons of administrative convenience. The giving of the
instructions to the Trustee to tender shares and the tender thereof shall not be
deemed a withdrawal or suspension from the Trust or a forfeiture of any portion
of the Participant's interest in the Trust. Any securities received by the
Trustee as a result of a tender of shares of Viacom Inc. Common Stock hereunder
shall be held, and any cash so received shall be invested in short-term
investments, for the account of each Participant with respect to whom shares of
Viacom Inc. Common Stock were tendered pending any reinvestment by the Trustee,
as it may deem appropriate, consistent with the purposes of the Plan or in any
investment option of the Plan as the Participant may direct.


                                       50
<PAGE>


                                   ARTICLE XII

                           EFFECTIVE DATE OF THE PLAN

         Effective on January 1, 1994, the Westinghouse Personal Savings Plan
and the Westinghouse Personal Investment Plan were merged into one plan, the
Westinghouse Savings program.

         The Westinghouse Personal Savings Plan and the Westinghouse Personal
Investment Plan, having first become effective on July 3, 1967, and having
thereafter been amended from time to time, are hereby again amended and
restated, subject to the approval of the Board and to compliance with such laws
and other governmental regulations and receipt of such rulings as Viacom shall
deem necessary or advisable with respect to the Plans and the Trust. Except as
otherwise indicated, all amendments become effective January 1, 1994. To the
extent an effective date other than January 1, 1994 is indicated, prior versions
of the Plans should be consulted for the application of specific provisions.
Additionally, prior versions of the Plans apply to any Participant who received
his distribution on or before December 31, 1993. This restated and amended Plan
is conditioned upon and subject to obtaining and retaining such approval of the
Commissioner of Internal Revenue as may be necessary to establish the
deductibility for income tax purposes of any and all contributions hereunder,
other than Employee After-Tax Contributions.


                                       51
<PAGE>


                                  ARTICLE XIII

                      TERMINATION OR SUSPENSION OF THE PLAN

1.       Viacom, acting by written resolution of the Board, may at any time, and
         from time to time amend, in whole or in part, any and all of the
         provisions of the Plan, suspend the Plan or terminate the Plan. The
         Administrative Managers and the Financial Managers may also adopt
         certain Plan amendments in accordance with Article XV.2 and Article
         XV.3. Notwithstanding the above, no amendment, suspension or
         termination shall adversely affect any rights of a Participant to
         amounts credited to his Accounts prior to the date of amendment,
         suspension or termination. Furthermore, if the vesting schedule of the
         Plan is amended, in the case of an Employee who is a Participant as of
         the later of the date such amendment is adopted or the date it becomes
         effective, the nonforfeitable percentage (determined as of such date)
         of such Employee's Employer Match Contribution Account will not be less
         than the percentage computed under the Plan without regard to such
         amendment.

2.       In the event of the termination or partial termination of the Plan or
         upon complete discontinuation of contributions to the Plan, there shall
         automatically vest in each Participant affected by such termination or
         partial termination all rights to the entire amount credited to his
         Employer Match Contribution Account, and all amounts then credited to
         all Accounts for each Participant affected by such termination or
         partial termination shall be distributed to him in accordance with
         ERISA and the Code.

3.       If the Plan's vesting schedule is amended, or the Plan is amended in
         any way that directly or indirectly affects the computation of the
         nonforfeitable percentage of Participants' Employer Match Contribution
         Accounts, or if the Plan is deemed


                                       52
<PAGE>


         amended by an automatic change to or from a top-heavy vesting schedule,
         each Participant with at least 3 years of Eligibility Service may
         elect, within a reasonable period after the adoption of the amendment
         or change, to have the nonforfeitable percentage computed without
         regard to such amendment or change.


                                       53
<PAGE>


                                   ARTICLE XIV

                                     TRUSTEE

1.       The Board on behalf of Viacom shall appoint one or more individuals or
         corporations to act as Trustee under the Plan and may at any time
         remove any Trustee and appoint a successor Trustee.

2.       The Company and the Trustee shall enter into a trust agreement
         providing for the Trust. The Company may also from time to time enter
         into such further agreements with the Trustee or other parties, make
         such amendments to such trust agreement or further agreements, and take
         such other steps and execute such other instruments as it, in its sole
         discretion, may deem necessary or desirable to carry the Plan into
         effect or to facilitate its administration.


                                       54
<PAGE>


                                   ARTICLE XV

                                 ADMINISTRATION

1.       Viacom.

              Viacom is the sponsor and "named fiduciary" of the Plan within the
              meaning of section 402(a)(2) of ERISA. Viacom has all powers and
              responsibilities not otherwise assigned to the Trustee or the
              Investment Manager(s).

2.       Administrative Managers.

              Acting on behalf of Viacom, and subject to the terms of the Plan,
              the Trust Agreement and applicable resolutions of the Board, the
              Administrative Managers have full and absolute discretion and
              authority to control and manage the operation and administration
              of the Plan, and to interpret and apply the terms of the Plan and
              the Trust Agreement. This full and absolute discretion and
              authority includes, but is not limited to, the power to:

              a.   interpret, construe, and apply the provisions of the Plan and
                   Trust Agreement, and any construction adopted by the
                   Administrative Managers in good faith shall be final and
                   binding;

              b.   adopt Plan amendments that (1) are required by ERISA or other
                   applicable law or regulation governing qualification of
                   employee benefit plans, or are necessary for Plan
                   administration, and which do not materially increase costs to
                   the Plan or Viacom, (2) implement special rules in Article
                   XVI.5 for acquisitions, sales, and other dispositions, or (3)
                   clarify ambiguous or unclear Plan provisions; provided that
                   such amendments will be made in writing, will be


                                       55
<PAGE>

                   made according to procedures established by the
                   Administrative Managers, and, with respect to amendments made
                   pursuant to paragraphs (1) and (2) of this Article XV.2.b,
                   will be subject to the approval of the Financial Managers;

              c.   review appeals from the denial of benefits.

              The Administrative Managers may employ, appoint, and dismiss
              advisors as the Administrative Managers deem necessary to carry
              out the provisions of the Plan and the Trust Agreement, including
              attorneys, accountants, actuaries, clerks, or other agents, and
              may delegate any of their authority and duties to such persons.

3.       Financial Managers.

              Acting on behalf of Viacom, and subject to the terms of the Plan,
              the Trust Agreement and applicable resolutions of the Board, the
              Financial Managers shall have full and absolute discretion and
              authority to:

              a.   change or terminate the existing Investment Fund options
                   offered under the Plan or establish additional Investment
                   Fund options;

              b.   appoint and dismiss Investment Managers (as described by
                   section 3(38) of ERISA) and the Trustee;

              c.   provide guidelines and directions to, and monitor the
                   performance of, Investment Managers and the Trustee;

              d.   manage the cost and financial aspects of the Plan; and


                                       56
<PAGE>

              e.   adopt Plan amendments that (1) are required by ERISA or other
                   applicable law or regulation governing qualification of
                   employee benefit plans and which do not materially increase
                   costs to the Plan or Viacom, or (2) implement special rules
                   in Article XVI.5 for acquisitions, sales, and other
                   dispositions; provided that such amendments will be made in
                   writing, will be made according to procedures established by
                   the Financial Managers, and will be subject to the approval
                   of the Administrative Managers.

              The Financial Managers may employ, appoint, and dismiss advisors
              as the Financial Managers deem necessary to carry out the
              provisions of the Plan and the Trust Agreement, including
              attorneys, accountants, actuaries, clerks, or other agents, and
              may delegate any of their authority and duties to such persons.


4.       Plan Administrator.

              Viacom shall be the Administrator. The Plan Administrator is
              responsible for, and has authority to:

              a.   adopt reasonable and uniform rules and procedures as
                   necessary or appropriate for Plan administration and the
                   processing of claims for benefits;

              b.   make all initial determinations regarding claims for
                   benefits, including authority to interpret and apply any
                   applicable Plan provisions to the facts involved in each
                   benefits claim, and provide notice described in Article XV.8
                   to any claimant whose claim is denied;


                                       57
<PAGE>

              c.   direct the Trustee regarding: (1) payment of benefits to
                   Participants, and (2) payment of the reasonable and necessary
                   expenses of the Plan from Plan assets;

              d.   obtain fidelity bonds and fiduciary insurance coverage, in
                   accordance with applicable provisions of ERISA; and

              e.   comply with and monitor the Plan's continued compliance with
                   all governmental laws and regulations relating to
                   recordkeeping and reporting of Participants' benefits, other
                   notifications to Participants, registration with the Internal
                   Revenue Service, and reports to the Department of Labor.

5.       Trustee.

              The Trustee has exclusive responsibility for control and
              management of Plan assets, in accordance with the Trust Agreement.
              The Trustee is responsible for, and has authority to:

              a.   invest, manage, and control Plan assets, subject to the
                   direction of the Financial Managers and Investment Manager(s)
                   appointed by the Financial Managers;

              b.   maintain records and accounts of all contributions, receipts,
                   investments, distributions, expenses, disbursements, and all
                   other transactions; and


                                       58
<PAGE>

              c.   prepare records, reports, statements, tax returns, and forms
                   required to be furnished to Participants or filed with the
                   Secretary of Labor or Treasury, as required by the Trust
                   Agreement, or the directions of the Administrative Managers.

6.       Allocation of Fiduciary Authority.

              Viacom, the Trustee and the Investment Manager(s), and any other
              person having fiduciary responsibility, as described by section
              3121 of ERISA, with respect to the Plan (collectively, the "Plan
              Fiduciaries") each have individual responsibility for the prudent
              execution of their responsibilities assigned under this Plan, and
              are not responsible for acts or failures by another Fiduciary,
              unless the Plan provides for shared fiduciary responsibility. Plan
              Fiduciaries are obligated to discharge their duties with respect
              to the Plan solely and exclusively in the interest of Plan
              Participants and their Beneficiaries, and with the care, skill,
              prudence, and diligence under the circumstances then prevailing
              that a prudent man acting in a like capacity and familiar with
              such matters would use in the conduct of an enterprise of like
              character and with like aims.

              Whenever the Plan or Trust Agreement requires one Fiduciary to
              provide information or direct the activities of another Fiduciary,
              the two may not be deemed to have shared fiduciary responsibility
              -- rather, the Fiduciary giving directions or providing
              information is solely responsible for prudently directing or
              informing the other, and the Fiduciary receiving the direction or
              information is entitled to rely on that direction or information
              as proper under the Plan, the Trust Agreement, and applicable law.

              Any individual may serve in more than one capacity, e.g. the same


                                       59
<PAGE>


              individual may serve as an Administrative Manager and as an agent
              of Viacom or the Plan Administrator.

7.       Indemnification.

              a.   To the extent permitted by applicable law, the Board, the
                   Administrative Managers, the Financial Managers, the Plan
                   Administrator, the Trustee and any person to whom duties and
                   responsibilities have been allocated or delegated under this
                   Plan and Trust ("Covered Persons") shall be indemnified and
                   saved harmless by the Plan and Trust from and against any and
                   all claims of liability arising in connection with the
                   exercise of the Covered Person's duties and responsibilities
                   with respect to the Plan and Trust by reason of any act or
                   omission, including all expenses reasonably incurred in the
                   defense of such act or omission, unless

                   (1)  it will be established by final judgment of a court of
                        competent jurisdiction that such act or omission,
                        including all expenses reasonably incurred in the
                        defense of such act or omission, involved a violation of
                        the duties imposed by Part 4 of Subtitle B of Title I of
                        ERISA on the part of such Covered Person, or

                   (2)  in the event of settlement or other disposition of such
                        claim involving the Plan and Trust, it is determined by
                        written opinion of independent counsel that such act or
                        omission involved a violation of the duties imposed by
                        Part 4 of Subtitle B of Title I of ERISA on the part of
                        such Covered Person.


                                       60
<PAGE>

              b.   To the extent permitted by applicable law, the Trust will pay
                   expenses (including reasonable attorneys' fees and
                   disbursements), judgments, fines, and amounts paid in
                   settlement incurred by the Covered Person in connection with
                   any of the proceedings described above, provided that:

                   (1)  the Covered Person will repay such advanced expenses to
                        the Trust, plus reasonable interest, if it is
                        established by a final judgment of a court of competent
                        jurisdiction, or by written opinion of independent
                        counsel under the circumstances described above, that
                        the Covered Person violated duties under Part 4 of
                        Subtitle B of Title I of ERISA; and

                   (2)  the Covered Person will make appropriate arrangements
                        for repayment of advanced expenses.

                   Notwithstanding the foregoing, no such advanced expenses will
                   be made in connection with any claim against a Covered Person
                   that is made by the Plan, provided that upon final
                   disposition of such claim, the expenses (including reasonable
                   attorneys' fees and disbursements), judgments, fines, and
                   amounts paid in settlement incurred by the Covered Person
                   will be reimbursed by the Plan to the extent provided above.

8.       Claims for Benefits.

              Each person (including any Employee, former Employee, Surviving
              Spouse, or other Plan Beneficiary) must file a written claim with
              the Plan Administrator for any benefit to which that person
              believes he is entitled


                                       61
<PAGE>


              under this Plan, in accordance with reasonable procedures
              established by the Plan Administrator.

              Generally, the Plan Administrator is required to decide each claim
              within ninety (90) days of the date on which the claim is filed.
              If special circumstances require a longer period for adjudication,
              the Plan Administrator must notify the claimant in writing of the
              reasons for an extension of time, and the date by which the
              Administrator will decide the claim, before the ninety (90) day
              period expires. Extensions beyond ninety (90) days after the
              expiration of the initial ninety (90) day period are not
              permitted. If the Administrator does not notify the claimant of
              its decision to grant or deny a claim within the time specified by
              this section, the claim will be deemed to have been denied and the
              appeal procedure described in Article XV.9 below will become
              available to the claimant.

9.       Notice of Denial.

              If the Plan Administrator denies a claim for benefits under the
              Plan, the claimant will receive a written notice that explains:

              a.   the specific reason for the denial, including specific
                   reference to pertinent Plan provisions on which the denial is
                   based;

              b.   any additional information or material necessary to perfect a
                   claim, with an explanation of why such material is necessary,
                   if any information would be helpful or appropriate to further
                   consideration of the claim; and

              c.   the steps to be taken if the claimant wishes to appeal,
                   including the time available for appeal.


                                       62
<PAGE>

10.      Appeal of Denied Claims for Benefits.

              Claimants must submit a written request appealing the denial of a
              claim within sixty (60) days after receipt of notice described by
              Article XV.8. Claimants may review all pertinent documents, and
              submit issues and comments in writing. The Administrative Managers
              (or their delegate) will provide a full and fair review of all
              appeals from denial of a claim for benefits, and their decision
              will be final and binding.

              The decision of the Administrative Mangers (or their delegate)
              ordinarily will be given within sixty (60) days after receipt of a
              written request for appeal, unless special circumstances require
              an extension (such as for a hearing). If an extension of time for
              appeal is necessary, the claimant will receive written notice of
              the extension before the sixty (60) day period expires. The
              decision may not be delayed beyond one-hundred twenty (120) days
              after receipt of the written request for appeal. Notice of the
              decision on appeal will be provided in writing, and will explain
              the basis for the decision, including reference to applicable
              provisions of the Plan, in a manner calculated to be understood by
              the person who appealed the denial of a claim.

11.      Exhaustion of Remedies.

              No legal action for benefits under the Plan may be brought unless
              and until the following steps have occurred:

              a.   the claimant has submitted a written application for benefits
                   in accordance with Article XV.7;


                                       63
<PAGE>

              b.   the claimant has been notified that the claim has been
                   denied, as provided by Article XV.8;

              c.   the claimant has filed a written request appealing the denial
                   in accordance with Article XV.9; and

              d.   the claimant has been notified in writing that the
                   Administrative Managers (or their delegate) have denied the
                   claimant's appeal, or the Administrative Managers have failed
                   to act on the appeal within the time prescribed by Article
                   XV.9.

12.      Spendthrift Provision.

              No Plan benefit will be subject in any manner to anticipation,
              pledge, encumbrance, alienation, levy, or assignment, nor to
              seizure, attachment, or other legal process for the debts of any
              Employee, former Employee, or other Plan Beneficiary, except
              pursuant to a Qualified Domestic Relations Order under section
              414(p) of the Code or a domestic relations order entered before
              January 1, 1985, that the Plan Administrator treats as a Qualified
              Domestic Relations Order.

13.      Payment in Event of Incapacity.

              If the Plan Administrator determines that a person entitled to
              receive any Plan benefit is under a legal disability or is
              incapacitated in any way so as to be unable to manage his
              financial affairs, the Plan Administrator may direct that payments
              be made to such person's legal representative, or to a relative or
              other individual for such person's benefit, or to otherwise apply
              the payment for the benefit of such person, subject to such
              conditions as the Plan Administrator deems appropriate. Any
              payment of a benefit in


                                       64
<PAGE>

              accordance with the provisions of this Section will be a complete
              discharge of any liability by the Plan to make such payment.

14.      Expenses of the Plan.

              Reasonable expenses of the Plan may be paid from Plan assets,
              unless paid by Viacom. Viacom is entitled to reimbursement of
              direct expenses properly and actually incurred in providing
              services to the Plan, in accordance with applicable provisions of
              ERISA.

15.      Governing Law.

              The Plan will be construed, interpreted, and enforced according to
              the laws of Pennsylvania, to the extent such laws are not
              inconsistent with and preempted by ERISA.


                                       65
<PAGE>


                                   ARTICLE XVI

                               GENERAL PROVISIONS

1.       The act of establishing the Plan, any provision hereof or any action
         taken hereunder shall not be construed as giving any Participant the
         right to be retained as an Employee of an Employer, and the right of an
         Employer to terminate the employment of any Employee is specifically
         reserved.

2.       An Employer may require compliance with or satisfaction of any legal
         requirement which may be deemed by it necessary as a condition for
         participation in the Plan or for distribution of interests or benefits
         hereunder.

3.       By participating in the Plan or accepting any benefits hereunder, a
         Participant and any person claiming under or through him shall thereby
         be conclusively deemed to have accepted and consented to the
         application to him of the provisions of the Plan as interpreted by the
         Administrative Managers, as set forth in Article XV.

4.       In the case of any merger or consolidation with, or transfer of assets
         or liabilities to any other plan, each Participant in this Plan shall
         (if the Plan then terminated) receive a benefit immediately after the
         merger, consolidation or transfer, which is equal to or greater than
         the benefit he would have been entitled to receive immediately before
         the merger, consolidation or transfer (if this Plan had then
         terminated).

5.       Any provisions in this Plan to the contrary notwithstanding, in the
         event an Employee transfers directly to any other corporation or
         affiliate thereof in connection with the transfer to such other
         corporation maintained or operated under contract by an Employer, or
         who may be transferred by any such other


                                       66
<PAGE>



         corporation or affiliate thereof to another affiliate thereof
         subsequent to his transfer from an Employer, the Administrative
         Managers and the Financial Managers may, for legitimate business
         reasons including a reciprocal service agreement, treat service with
         any such other corporations as service with an Employer for purposes of
         vesting and for determining eligibility for any account balance to the
         date of such transfer or any other benefits under this Plan which are
         dependent on a service-eligibility requirement.

6.       SEG Transaction.

         On August 4, 1997, the account balance of SEG Carlsbad participants in
         the SEG 401(k) plan were transferred from the Principal Group to the
         Westinghouse Savings Program. Certain of these account balances were
         subsequently transferred from the Westinghouse Savings Program to this
         Plan on or about April 1, 1999. These account balances while with the
         Principal Group were subject to, and continue to be subject to, the
         following optional forms of distribution to former SEG Carlsbad
         participants and beneficiaries, in addition to being subject to the
         normal forms of distribution and optional forms of distribution set out
         in Article VI:

              a.   Straight life annuity;

              b.   Single life annuity with certain periods of 5, 10 or 15
                   years;

              c.   Single life annuity with installment refund;

              d.   Survivorship life annuity with installment refund and
                   survivorship percentages of 50, 66-2/3 (limited to


                                       67
<PAGE>


                   distributions commencing prior to January 1, 2000), or 100;
                   or

              e.   Fixed period annuity for a period which is not less than 60
                   months and does not exceed the life expectancy of the
                   participant and the named beneficiary.

         A married former SEG Carlsbad participant who elects an annuity under
         one of the above options must obtain the consent of his spouse
         according to the rules described below. If such consent is not properly
         obtained, the participant's benefit will be paid in the form of a
         survivorship life annuity with installment refund and survivorship
         percentages of 50, and with the participant's spouse as beneficiary (a
         qualified joint and survivor annuity). The Plan Administrator will
         provide each participant who elects an annuity under one of the above
         options, within no less than 30 days and no more than 90 days prior to
         the date payments begin under this Plan, a written explanation of: (i)
         the terms and conditions of the qualified joint and survivor annuity
         option; (ii) the participant's right to make (and the effect of) an
         election to waive the qualified joint and survivor annuity; (iii) the
         rights of a participant's spouse; and (iv) the right to make (and the
         effect of) a revocation of a previous election to waive the qualified
         joint and survivor annuity. Within the above 90-day period ending on
         the date payments begin, the participant must submit a written waiver
         of the qualified joint and survivor annuity option containing the
         consent of the participant's spouse. The spouse's consent must
         acknowledge the effect of the waiver and must be witnessed by a notary
         public. A revocation of a prior waiver may be made by a participant
         without the consent of the spouse at any time before the commencement
         of payments under the distribution option.


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<PAGE>


                                  ARTICLE XVII

                                   DEFINITIONS

For purposes of the Plan, masculine pronouns include both men and women unless
the context indicates otherwise. The following words and phrases shall have the
meanings set forth below:

1.       "Accounts" shall mean the After-Tax Account, the Pre-Tax Account, the
         Employer Match Contribution Account, Additional Contribution Account,
         and Top-Heavy Contribution Account.

2.       "Actual Contribution Ratio (ACR)" shall mean, with respect to any
         Participant for a Plan Year, a fraction the numerator of which equals
         the Employer Match Contributions and After-Tax Contributions paid to
         the Trust for a Plan Year on behalf of such Participant and the
         denominator of which equals the Participant's Compensation (as defined
         in Article XVII.19) for the Plan Year.

3.       "Actual Deferral Ratio (ADR)" shall mean, with respect to any
         Participant for a Plan Year, a fraction the numerator of which equals
         the Pre-Tax Contributions paid to the Trust for the Plan Year on behalf
         of such Participant and the denominator of which equals the
         Participant's Compensation (as defined in Article XVII.19) for the Plan
         Year.

4.       "Additional Contribution" shall mean a qualified non-elective
         contribution as defined in Treasury Regulation section
         1.401(k)-1(g)(13)(ii) (which imposes an immediate forfeiture
         requirement and distribution restrictions described in Article
         XVII.47).


                                       69
<PAGE>


5.       "Additional Contribution Account" shall mean an account established and
         maintained on behalf of an Employee to which his Additional
         Contributions are allocated.

6.       "Administrative Managers" shall mean the person(s) appointed by Viacom,
         by written action of the Chief Operating Officer of Viacom, to act on
         behalf of Viacom as the sponsor and "named fiduciary" (within the
         meaning of section 402(a)(2) of ERISA), as appropriate, with respect to
         Plan administrative matters. When performing any activity or exercising
         any authority under the provisions of the Plan, the Administrative
         Managers shall be deemed to act solely on behalf of Viacom, and not in
         an individual capacity.

7.       "Affiliated Entity" shall mean a subsidiary which is at least 50% owned
         by the Company or a partnership or joint venture in which the Company
         is at least a fifty percent (50%) owner that has not been designated as
         an Employer. The term Affiliated Entity shall include all entities in
         the Controlled Group of each Employer.

8.       "After-Tax Account" shall mean the Savings, Voluntary, and Lay-Away
         Accounts (as defined in the August 1, 1985 Plan document) as of
         December 31, 1988 and all After-Tax Contributions made to the Plan by
         the Participant after December 31, 1988, with earnings thereon.

9.       "After-Tax Contribution" shall mean a contribution to the Plan deducted
         from a Participant's Compensation on an after-tax basis in accordance
         with the Participant's election made under Article II.

10.      "Alternate Payee" shall mean the recipient or recipients of payments
         made


                                       70
<PAGE>


         pursuant to a Qualified Domestic Relations Order.

11.      "Annual Addition" shall mean the total for the Limitation Year of the
         items listed below allocated to the account of an Employee under all
         defined contribution plans sponsored by the Employer or the Employer's
         Controlled Group (except that, for the purpose of this definition,
         "more than fifty percent (50%)" shall be substituted for "eighty
         percent (80%)" each place it appears in section 1563(a)(1) of the
         Code):

              a.   employer contributions;

              b.   forfeitures;

              c.   employee contributions (other than rollovers); and

              d.   amounts described in section 415(l)(1) or 419A(d)(2) of the
                   Code.

12.      "Beneficiary" shall mean the person, or persons or entity named by a
         Participant by written designation to receive benefits in the event of
         the Participant's death as described in Article IX.

13.      "Board" shall mean the Board of Directors of Viacom.

14.      "Calendar Month" shall mean, with respect to Employees paid on a weekly
         basis, the number of weekly payroll periods included by an Employer in
         a particular calendar month for accounting purposes and, with respect
         to Employees paid on a monthly basis, the particular calendar month.

15.      "Casual Employee" shall mean a person who is hired either:

              a.   For a predetermined limited period of time not to exceed
                   three (3) months, or


                                       71
<PAGE>


              b.   For the purpose of completing a specific task that is
                   anticipated not to exceed five (5) months and who has no
                   expectation of continued employment beyond the completion of
                   that task.

         The determination of who is a Casual Employee shall be made on a
         uniform and nondiscriminatory basis.

16.      Reserved.

17.      "Code" means the Internal Revenue Code of 1986, as amended.

18.      "Company" shall mean Viacom Services Inc., VI Services Corporation, and
         Westinghouse CBS Holding Company, Inc. Prior to the date of the close
         of the CBS / Viacom merger, the "Company" was Westinghouse Electric
         Corporation.

18A.     "Company Stock Fund" shall mean a fund primarily invested in the Viacom
         Inc. Common Stock.

19.      "Compensation" shall mean wages within the meaning of Code section
         3401(a) and all other payments of compensation to an Employee by the
         Employer (in the course of the Employers' trade or business) for which
         the Employer is required to furnish the Employee a written statement on
         Form W-2 under sections 6041(d), 6051(a)(3) and 6052 of the Code, and
         amounts contributed by the Employer pursuant to a salary reduction
         agreement that are not includible in the gross income of the Employee
         under sections 125, 402(e)(3) or 402(h) of the Code. Notwithstanding
         the preceding sentence, the term Compensation shall not include


                                       72
<PAGE>


         reimbursements or other expense allowances; fringe benefits (cash and
         noncash); moving expenses; deferred compensation; welfare benefits; and
         100% of an annual incentive award, under a management incentive
         program, if paid to a Highly Compensated Employee.

         For Plan Years beginning on or after January 1, 1994, the Compensation,
         expressed on an annualized basis, taken into account under the Plan
         shall not exceed $150,000, as adjusted by the Commissioner for
         increases in the cost-of-living in accordance with section
         401(a)(17)(B) of the Code.

         In determining the Compensation of an Employee for purposes of this
         limit, the rules of section 414(q)(6) of the Code shall apply, except
         in applying such rules, the term "family" shall include only the spouse
         of the Employee and any lineal descendants of the Employee who have not
         attained age 19 before the close of the year. If, as a result of the
         application of such rules the adjusted annual compensation limit is
         exceeded, then the limitation shall be prorated among the affected
         individuals in proportion to each such individual's Compensation
         determined under this Article XVII.19 prior to the application of this
         limitation.

20.      "Controlled Group" means with respect to an Employer:

              a.   any corporation which is a member of a controlled group of
                   corporations within the meaning of section 1563(a) of the
                   Code, determined without regard to sections 1563(a)(4) and
                   (e)(3)(C), including the Employer;

              b.   any trade or business under common control with such
                   Employer, within the meaning of section 414(c) of the Code;


                                       73
<PAGE>


              c.   any employer which is included with such Employer in an
                   affiliated service group, within the meaning of section
                   414(m) of the Code; or

              d.   any other entity required to be aggregated with the Employer
                   pursuant to regulations under section 414(o) of the Code.

21.      "Dollar Limit" shall mean the dollar limitation under section 402(g) of
         the Code in effect for a calendar year.

22.      "Eligibility Service" shall mean service determined as follows:

              a.   For all Employees except part-time Employees who are
                   regularly scheduled to work less than twenty-four (24) hours
                   per week:

                   (1) Subject to the qualifications and limitations stated
                       below in Article XVII.22.a(2) and 22.a(3), Eligibility
                       Service means all periods of service as an Employee with
                       the Employer for which the Employee is directly or
                       indirectly paid, or entitled to payment, by the Employer
                       for the performance of duties, and time spent on any of
                       the following:

                       (a)  furlough;

                       (b)  disability up to a maximum continuous period of two
                            (2) years;

                       (c)  leaves of absence (other than military leaves and


                                       74
<PAGE>



                            leaves for personal reasons including educational
                            leaves) up to a maximum of two (2) years, or up to a
                            maximum of four (4) years if such leave began prior
                            to January 1, 1995;

                       (d)  military leaves of absence up to a maximum equal to
                            that period of time during which reemployment is
                            required under applicable Federal statutes; or

                       (e)  layoffs up to a continuous period of one year.

                       If while an Employee is on disability leave of absence
                       under Article XVII.22.a(1)(b) above he is laid off, he
                       shall begin to accrue service only under Article
                       XVII.22.a(1)(e) above from that time and shall continue
                       to be credited with Eligibility Service under
                       subparagraph (e) for up to one (1) year, but in no event
                       shall the combined service in such situation under (b)
                       and (e) exceed two (2) years. Eligibility Service shall
                       be expressed in whole years and fractions thereof. Any
                       fraction of a year shall be expressed as a decimal ratio
                       of actual calendar days of service to the number of days
                       in that year.

                   (2) Periods of employment in an Excluded Unit, with an
                       Affiliated Entity, or as a leased employee (as defined in
                       section 414(n)(2) of the Code) of an Employer or a member
                       of the Employer's Controlled Group shall count as
                       Eligibility Service.


                                       75
<PAGE>



                   (3) Effective on and after January 1, 1976:

                       (a)  If the Employee is absent from service for any
                            reason which does not otherwise qualify him for
                            Eligibility Service under the Plan, and such absence
                            is not due to quit, discharge, release, retirement
                            or death, he shall receive Eligibility Service of up
                            to one (1) year for any continuous period of
                            absence.

                       (b)  If the Employee is separated from service by reason
                            of a quit, discharge, release or retirement, and
                            then is reemployed within twelve (12) months of the
                            date he was separated, the Employee's Eligibility
                            Service shall include the period between the date he
                            was separated and the date he was reemployed.

                       (c)  Notwithstanding the provisions of (i) and (ii)
                            above, if the Employee is separated from service by
                            reason of a quit, discharge, release or retirement
                            during an absence from service of twelve (12) months
                            or less for any reason other than a quit, discharge,
                            release or retirement and then is reemployed within
                            twelve (12) months of the date on which he was first
                            absent from service, the Employee's Eligibility
                            Service shall include the period between his last
                            day worked and the date he returns to work.

                   b.  For part-time Employees who are regularly scheduled to
                       work less


                                       76
<PAGE>


                       than twenty-four (24) hours per week and, beginning
                       October 1, 1997, Casual Employees, with respect to any
                       calendar year beginning on or after January 1, 1989, an
                       Employee shall receive one (1) full year of Eligibility
                       Service for any calendar year in which he works at least
                       1,000 hours. If such Employee works less than 1,000 hours
                       in any calendar year, he shall receive Eligibility
                       Service which shall be determined by dividing the number
                       of hours worked by 2,000, subject to a maximum of one (1)
                       full year. For the purposes of this Article XVII.22.b,
                       hours worked shall mean: (i) each hour for which an
                       Employee is paid, or entitled to payment, for the
                       performance of duties for the Employer (which hours will
                       be credited to the calendar year in which the duties are
                       performed); (ii) each hour for which an employee is paid,
                       or entitled to payment, by the Employer on account of a
                       period of time during which no duties are performed due
                       to vacation, holiday, illness, incapacity (including
                       disability), layoff, jury duty, military duty or leave of
                       absence (provided that no more than 501 hours will be
                       credited for any single continuous period whether or not
                       such period occurs in a single calendar year, and that
                       hours will be calculated and credited pursuant to 29 Code
                       of Federal Regulations, section 2530.200b-2, as
                       promulgated by the United States Department of Labor);
                       and (iii) each hour for which back pay, irrespective of
                       mitigation of damages, is either awarded or agreed to by
                       the Employer (which hours will be credited to the
                       calendar year to which the award or agreement pertains
                       rather than the calendar year in which the award,
                       agreement, or payment is made), excluding any hours
                       credited under (i) or (ii) above.


                                       77
<PAGE>

                       For any Plan Year in which an Employee falls into both
                       categories a and b described above, he shall receive
                       Eligibility Service under the category which is most
                       advantageous to him.

                   c.  For periods before October 1, 1997, in the case of a
                       Casual Employee who later becomes an Employee, such
                       person shall receive one (1) full year of Eligibility
                       Service for any calendar year in which he worked at least
                       1,000 hours as a Casual Employee.

23.      "Employee" shall mean: a person who is either not represented or who is
         employed in a unit represented by a labor organization or other
         representative which is recognized by an Employer as the representative
         of such unit for the purpose of collective bargaining and has entered
         into a written agreement with an Employer providing for participation
         in the Plan by the Employees in such unit, provided:

              (a)  such person is in the regular service of an Employer and is
                   neither employed in an Excluded Unit, a Casual Employee prior
                   to October 1, 1997, nor a leased employee (as defined in
                   section 414(n)(2) of the Code); or

              (b)  such person is a citizen of the United States or a resident
                   alien (as defined in section 7701(b) of the Code) who is an
                   Employee of either a domestic subsidiary (as defined in
                   section 407 of the Code) or of a foreign subsidiary as to
                   which an Employer has entered into an agreement under section
                   3121(1) of the Code and with respect to whom contributions
                   under a funded plan of deferred compensation (whether or not
                   described in sections 401(a), 403(a) or 405(a) of the


                                       78
<PAGE>


                   Code) are not provided by any person or company other than
                   the Employer with respect to the remuneration paid to the
                   citizens by the domestic or foreign subsidiary.

24.      "Employer" shall mean (a) the Company, (b) a subsidiary company which
         has been designated by the Administrative Managers on behalf of the
         Company as eligible to participate in the Plan, or (c) a joint venture
         in which the Company is participating which has been designated by the
         Administrative Managers on behalf of the Company as eligible to
         participate in the Plan, and which has entered into an agreement to
         participate in this Plan.

25.      "Employer Match Contribution Account" shall mean the Booster Account
         (as defined in the August 1, 1985 Plan text) as of December 31, 1988
         and all Employer Match Contributions made to the Plan by the Employer
         after December 31, 1988 with earnings thereon.

26.      "Employer Match Contribution" shall mean a contribution made by the
         Employer pursuant to Article II of the Plan.

27.      "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
         as amended.

28.      "Excluded Unit" shall mean a group of employees who have been
         designated by the Administrative Managers as not eligible to
         participate in this Plan.

29.      "Family Member" shall mean an individual who is the spouse, lineal
         ascendant or lineal descendant of an Employee or former Employee, or
         the spouse of such lineal ascendant or descendant.


                                       79
<PAGE>


30.      "Financial Managers" shall mean the person(s) appointed by Viacom, by
         written action of the Chief Operating Officer of Viacom, to act on
         behalf of Viacom as the sponsor and "named fiduciary" of the Plan
         (within the meaning of section 402(a)(2) of ERISA), as appropriate,
         with respect to Plan financial matters. When performing any activity or
         exercising any authority under the provisions of the Plan, the
         Financial Managers shall be deemed to act solely on behalf of Viacom,
         and not in an individual capacity.

31.      "Fixed Income Fund" shall mean an Investment Fund designed to preserve
         capital and to provide a relatively stable and predictable rate of
         interest.

32.      "Highly Compensated Employee" shall mean any active or former Employee
         of an Employer who performs service during the determination year and
         is described in one or more of the following groups:

              a.   (1)  An individual employed by an Employer or an entity in
                        the Employer's Controlled Group who is a five percent
                        (5%) owner as defined in section 416(i)(1)(B)(i) of the
                        Code at any time during the determination year or
                        look-back year;

                   (2)  An individual employed by an Employer or an entity in
                        the Employer's Controlled Group who receives
                        compensation in excess of $75,000 during the look-back
                        year;

                   (3)  An individual employed by an Employer or an entity in
                        the Employer's Controlled Group who receives
                        compensation in excess of $50,000 during the look-back
                        year and is a member


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<PAGE>

                        of the top-paid group, as defined in section 414(q)(4)
                        of the Code, for the look-back year;

                   (4)  An individual employed by an Employer or an entity in
                        the Employer's Controlled Group who is an officer, as
                        defined in section 416(i) of the Code, during the
                        look-back year and who receives compensation in the
                        look-back year greater than fifty percent (50%) of the
                        dollar limitation in effect under section 415(b)(1)(A)
                        of the Code for the calendar year in which the look-back
                        year begins; or

                   (5)  An individual employed by an Employer or an entity in
                        the Employer's Controlled Group who both is described in
                        paragraph a.(2), (3), or (4) above when these paragraphs
                        are modified to substitute the determination year for
                        the look-back year and is one of the one hundred (100)
                        Employees who receive the most compensation from the
                        Employer or the entity during the determination year.

              b.   The terms "determination year" and "look-back year" shall
                   mean respectively, the Plan Year and the twelve (12) month
                   period immediately preceding the determination year.

              c.   The $75,000 and $50,000 amounts set forth in paragraphs a.(2)
                   and (3) above shall be indexed for changes in the cost of
                   living in accordance with section 415(d) of the Code.

              d.   If no officer satisfies the requirements of paragraph a.(4)
                   above


                                       81
<PAGE>



                   during a look-back year, then the highest paid officer for
                   such year shall be treated as a Highly Compensated Employee.
                   In addition, no more than 50 individuals (or, if lesser, the
                   greater of three individuals or 10 percent of employees
                   without regard to any exclusions) shall be treated as
                   officers for purposes of paragraph a.(4) above in determining
                   the group of highly compensated employees for any
                   determination year or look-back year.

              e.   If the Employee is, during a determination or look-back year,
                   a Family Member (as defined in section 414(q)(c) of the Code)
                   of either an active or former five percent (5%)
                   owner-Employee or one (1) of the ten (10) most Highly
                   Compensated Employees during such year, then the compensation
                   of the Family Member and that Employee shall be aggregated.
                   The Family Member and Employee shall be treated as a single
                   Employee receiving compensation and Plan contributions or
                   benefits equal to the sum of such compensation and
                   contributions or benefits of the Family Member and Employee.

              f.   A Highly Compensated Former Employee includes any Employee
                   who separated or was deemed to have separated from service
                   prior to the determination year, performs no service for the
                   Employer during the determination year, and was an active
                   Highly Compensated Employee for either the separation year or
                   any determination year ending on or after the Employee's 55th
                   birthday.

              g.   For purposes of this definition, the term "compensation"
                   shall mean compensation as defined in section 415(c)(3) of
                   the Code. The determination of who is a Highly Compensated
                   Employee shall be


                                       82
<PAGE>


                   made in accordance with section 414(q) of the Code and the
                   regulations thereunder.

33.      "Investment Fund" shall mean an investment option, selected by the
         Financial Managers, subject to the approval of the Administrative
         Managers, under Article III.1 of the Plan, to which Participants may
         direct investment of amounts in their Accounts. Investment Funds may
         include the Fixed Income Fund, the Company Stock Fund, the Mutual Funds
         and any other investment option selected by the Financial Managers,
         subject to the approval of the Administrative Managers.

34.      "Investment Manager" shall mean a fiduciary appointed by the Financial
         Managers to manage the investment of any portion of the assets of the
         Plan. Each Investment Manager shall either (a) satisfy the conditions
         to be an "Investment Manager," as described by section 3(38) of ERISA,
         or (b) be a "named fiduciary" of the Plan.

35.      "Layoff" shall mean the termination of the employment of an Employee
         with an Employer or Affiliated Entity through no fault of the Employee
         for lack of work for reasons associated with the business where the
         Employer or Affiliated Entity determines there is a reasonable
         expectation of recall within one year. Notwithstanding the foregoing, a
         person who would otherwise be considered to be on Layoff may take
         certain actions which would result in the severance of his relationship
         with the Employer. At the time such action is taken, that person shall
         become a voluntary quit and shall no longer be considered on Layoff.

36.      "Limitation Year" shall mean the Plan Year.

37.      "Mutual Fund" shall mean an open-end investment company registered
         under


                                       83
<PAGE>


         the Investment Company Act of 1940 that is selected by the Financial
         Managers, subject to the approval of the Administrative Managers, as an
         Investment Fund under Article III.1 of the Plan.

38.      "NAV" shall mean the net asset value of a share or Unit of a mutual
         fund. Net asset value is the price or market value of an individual
         share of a mutual fund. Generally, net asset value is calculated daily
         and is determined by adding up the value of all the securities and cash
         in a fund's portfolio, subtracting liabilities if there are any, and
         dividing that number by the number of shares the fund has issued.
         Except for money market funds, the share value will usually change
         daily.

39.      "Non-Highly Compensated Employee" shall mean any Employee who is
         neither a Highly Compensated Employee nor a Family Member of a Highly
         Compensated Employee.

40.      "Non-Vested Participant" shall mean an Active Participant who does not
         have a nonforfeitable right to his Employer Match Contribution Account.

41.      "Normal Retirement Date" shall mean the first of the month following
         the later of the month during which the Participant's 65th birthday
         occurs or the month during which the Participant completes five (5)
         years of Eligibility Service.

42.      "NYSE" shall mean the New York Stock Exchange.

43.      "Participant" shall mean any person who has an Account in the Plan.

44.      "Plan" shall mean the Westinghouse Savings Program as set forth in this
         document or as amended from time to time, which is intended to be a
         multiple


                                       84
<PAGE>


         employer plan subject to the provisions of section 413(c) of the Code
         and to be qualified under section 401(a) and section 401(k) of the
         Code. The portion of the Plan which covers represented Employees is
         intended to be a collectively bargained plan subject to section 413 of
         the Code.

45.      "Plan Administrator" shall mean Viacom.

46.      "Plan Year" shall mean the calendar year.

47.      "Pre-Tax Account" shall mean the Sure and Matured Sure Accounts (as
         defined in the August 1, 1985 Plan document) as of December 31, 1988
         and all Pre-Tax Contributions made to the Plan by the Participants
         after December 31, 1988, with earnings thereon. Pre-Tax Accounts are
         subject to the distribution restrictions set out in section
         1.401(k)-1(d)(1) of the Treasury regulations (which permits
         distributions only after one of the following events: (i) an employee's
         retirement, death, disability, or separation from service; (ii) the
         termination of a plan without establishment or maintenance of another
         defined contribution plan other than an ESOP or SEP (but only with
         respect to lump sum distributions); (iii) an employee's attainment of
         age 59 1/2 or hardship (but only with respect to a profit-sharing or
         stock bonus plan); (iv) the sale or other disposition to an unrelated
         corporation of substantially all of the assets used in a trade or
         business (but only with respect to lump sum distributions to employees
         who continue employment with the acquiring corporation and where the
         acquiring corporation does not maintain the plan after the disposition;
         and (iv) the sale or other disposition of a subsidiary to an unrelated
         entity (but only with respect to lump sum distributions to employees
         who continue employment with the subsidiary where the acquiring entity
         does not maintain the plan after the disposition)).


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48.      "Pre-Tax Contribution" shall mean a contribution to the Plan deducted
         from a Participant's Compensation on a pre-tax basis in accordance with
         the Participant's election made under Article II.

49.      "Qualified Domestic Relations Order" or "QDRO" shall mean a court order
         as defined in section 414(p) of the Code.

50.      "Retired Participant" shall mean a Participant who is no longer an
         Employee and who has retired under an Employer pension plan. This term
         does not refer to a Participant who has terminated with a right to a
         vested pension under an Employer pension plan.

51.      "Rollover Distribution" shall mean one or more distributions which,
         under section 402 of the Code, are eligible for rollover to this Plan.

52.      "Securities" as used in Articles VI and VII, shall mean the full shares
         of Viacom Inc. Common Stock, including cash with respect to any
         fractional shares to which the Units in a Participant's Accounts can be
         converted.

53.      "Surviving Spouse" shall mean the spouse of a Participant on the date
         of his death.

54.      "Terminated Participant" shall mean a Participant (not including a
         Participant who has been on Layoff for twelve (12) months or less or is
         employed at an Affiliated Entity or employed in an Excluded Unit) who
         is no longer an Employee and is not a Retired Participant as defined in
         this Article XVII.50.

55.      "Top-Heavy Contribution" shall mean a contribution made by the Employer


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         pursuant to Appendix B of the Plan.

56.      "Top-Heavy Contribution Account" shall mean an account established and
         maintained on behalf of a Participant to which his Top-Heavy
         Contributions, if any, are allocated.

57.      "Totally Disabled Participant" shall mean a Participant who at the time
         he stops accruing Eligibility Service is not able, because of injury or
         sickness, to engage in any gainful occupation for which he is
         reasonably fitted by education, training or experience provided he has
         completed at least ten (10) years of Eligibility Service.

58.      "Trading Day" shall mean any day on which the NYSE is open for
         business.

59.      "Trust" shall mean the Westinghouse Savings Program Trust established
         pursuant to the Plan.

60.      "Trustee" shall mean the trustee(s) from time to time in office
         pursuant to appointments made in accordance with the Plan.

61.      "Unit" shall mean the equitable share interest of a Participant within
         the Company Stock Fund and the Fixed Income Fund.

62.      "Valuation Date" shall mean any Trading Day. For valuations made prior
         to October 1, 1994, the term "Valuation Date" shall mean the last day
         of each Calendar Month.

63.      "Value - Value with respect to the Company Stock Fund" shall be
         determined as of each Valuation Date based upon the closing price of
         Viacom Inc. Common


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         Stock as reported on the NYSE and the value of other investments within
         the Fund including accrued dividends or interest on such date, if any.

64.      "Value - Value with respect to the Fixed Income Fund" shall be
         determined as of each Valuation Date based upon the amounts invested
         including accrued interest.

65.      "Value - Value with respect to each Mutual Fund" shall be determined as
         of each Valuation Date and shall be based upon the published NAV of the
         Mutual Fund on such date.

66.      "Vested Participant" shall mean a Participant who has a nonforfeitable
         right to his Employer Match Contribution Account under the requirements
         of Article V.

66A.     "Viacom" means Viacom Inc., a Delaware Corporation.

67.      "Viacom Inc. Common Stock" shall mean the Class B common stock of
         Viacom Inc.


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                                   APPENDIX A

                             SECTION 415 LIMITATIONS

In the event the provisions contained in this Appendix A are inconsistent with
the terms contained in the remainder of the Plan, the provisions of this
Appendix A shall take precedence.

A.       Overall Limits on Contributions. Contributions made on behalf of any
         Participant during any Plan Year shall be subject to the following:

         1.   In no event shall the Annual Addition for a Participant exceed the
              lesser of:

              a.   Twenty-five percent (25%) of the Participant's compensation
                   (as defined in section 415(c)(3) of the Code) for the
                   Limitation Year; or

              b.   The "defined contribution dollar limitation," which shall
                   mean $30,000 or, if greater, one-fourth of the defined
                   benefit dollar limitation under section 415(b)(1) of the Code
                   for the Limitation Year.

         2.   Contributions made on behalf of a Participant during a payroll
              period which begins in one Plan Year but ends in the next
              succeeding Plan Year shall be deemed an Annual Addition for the
              next succeeding Plan Year.

         3.   If an Employee is or was a Participant in one or more defined
              benefit plans and one or more defined contribution plans
              maintained or ever maintained by the Employer:


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              a.   The sum of the defined benefit plan fraction and the defined
                   contribution plan fraction for any Limitation Year may not
                   exceed 1.0. The "defined benefit plan fraction" for any year
                   is a fraction the numerator of which equals the projected
                   annual benefit of the Participant under the Plan (determined
                   as of the close of the Plan Year), and the denominator of
                   which equals the lesser of:

                   (1)  The product of 1.25 multiplied by $90,000 or the
                        applicable dollar limit which is in effect for such
                        year; or

                   (2)  The product of 1.4 multiplied by 100 percent of the
                        Participant's average compensation (as defined in
                        section 415(c)(3) of the Code) for his high three
                        consecutive calendar years of active participation.

                   Notwithstanding the above, if the Employee was a participant
                   as of the first day of the first Limitation Year beginning
                   after December 31, 1986, in one or more defined benefit plans
                   maintained by the Employer in existence on May 6, 1986, the
                   denominator of this fraction shall not be less than 125
                   percent of the sum of the annual benefits under such plans
                   which the Participant had accrued as of the close of the last
                   Limitation year beginning before January 1, 1987,
                   disregarding any changes in the terms and conditions of the
                   Plan after May 5, 1986. The preceding sentence applies only
                   if the defined benefit plan individually and in the aggregate
                   satisfied the requirements of section 415 of the Code for all
                   Limitation Years beginning before January 1, 1987.


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<PAGE>


              b.   The defined contribution plan fraction for any year is a
                   fraction the numerator of which equals the sum of the Annual
                   Additions to the Participant's Accounts as of the close of
                   the plan year, and the denominator of which equals the sum of
                   the lesser of the following amounts determined for such year
                   and for each prior year:

                   (1)  The product of 1.25 multiplied by $30,000 or the
                        applicable dollar limit which is in effect for such plan
                        year; or

                   (2)  The product of 1.4 multiplied by 25 percent of the
                        Participant's compensation (as defined in section
                        415(c)(3) of the Code).

              Notwithstanding the above, if the Employee was a Participant as of
              the end of the first day of the first Limitation Year beginning
              after December 31, 1986, in one or more defined contribution plans
              maintained by the Employer which were in existence on May 6, 1986,
              the numerator of this fraction shall be adjusted if the sum of
              this fraction and the defined benefit fraction would otherwise
              exceed 1.0 under the terms of this Plan. Under the adjustment, an
              amount equal to the product of (i) the excess of the sum of the
              fractions over 1.0 times (ii) the denominator of this fraction,
              will be permanently subtracted from the numerator of this
              fraction. The adjustment is calculated using the fractions as they
              would be computed as of the end of the last Limitation Year
              beginning before January 1, 1987, and disregarding any changes in
              the terms and conditions of the Plan made after May 6, 1986, but
              using the limitation of section 415 of the Code applicable to the
              first Limitation Year beginning on or after January 1, 1987.


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         5.   The limitations of this Appendix A shall be applied to this Plan
              after they are applied to any other defined contribution plan of
              the Employer or Employer's Controlled Group. This Appendix A shall
              be satisfied prior to satisfying the ADP test.

         6.   If an Employer or the Employer's Controlled Group maintains or
              maintained a defined benefit plan and the amount contributed to
              the Trust in respect of any Plan Year would cause the amount
              allocated to any Participant under all defined contribution plans
              maintained by the Employer or the Employer's Controlled Group to
              exceed the maximum allocation as determined in paragraph A.5, then
              the allocation with respect to such Participant shall be reduced
              by the amount of such excess. To the extent administratively
              feasible, the limitation of this paragraph shall be applied to the
              Participant's benefit payable from the defined benefit plan prior
              to reduction of the Participant's Annual Addition under this Plan.
              The excess allocation shall be treated in accordance with
              paragraph A.3 or A.4, as applicable.

B.       Distributions Of Excessive Annual Additions

         1.   If, as a result of a reasonable error in estimating a
              Participant's compensation (as defined in section 415(c)(3) of the
              Code), a reasonable error in determining the amount of Participant
              Pre-Tax Contributions (within the meaning of section 402(g)(3) of
              the Code) that may be made with respect to any Participant under
              the limits of Section A.1 of this Appendix A or other facts and
              circumstances to which Regulation 1.415-6(b)(6) shall be
              applicable, the Annual Additions under this Plan would cause the
              maximum Annual Additions to be exceeded for any Participant,


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<PAGE>

              the Administrator may return any Participant After-Tax
              Contributions credited for the year or may distribute any
              Participant Pre-Tax Contributions (within the meaning of section
              402(g)(3) of the Code) necessary to eliminate the "excess amount."

         2.   For purposes of this Section, "excess amount" for any Participant
              for a year means the excess, if any, of the Annual Additions which
              would be credited to his Accounts under the terms of the Plan
              without regard to the limitations of section 415 of the Code over
              the maximum Annual Additions determined pursuant to Section A.1 of
              this Appendix A.

         3.   The Company retains the right to adjust both Participant's Pre-Tax
              and After-Tax Contributions to ensure compliance with Code section
              415(c) limits.

         4.   If the Annual Addition must be limited for any Participant after
              application of the above in order to comply with section 415 of
              the Code, the excess amounts in the Participant's account in the
              next Limitation Year must be held unallocated in a suspense
              account for the Limitation Year and allocated and reallocated to
              all the Participants in the Plan. The excess amounts must be used
              to reduce Employer contributions for the next Limitation Year (and
              succeeding Limitation years, as necessary) for all of the
              Participants in the Plan. Furthermore, the excess amounts will be
              used to reduce Employer contributions for the next Limitation Year
              (and succeeding Limitation years, as necessary) for all of the
              remaining Participants in the Plan. Excess amounts may not be
              distributed to Participants or former Participants except as
              provided in paragraph B.1.


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<PAGE>



         5.   Excess amounts refunded under this Subsection shall not be
              considered Pre-Tax Contributions for purposes of the annual Dollar
              Limit in section 402(g) of the Code and the ADP test in Article
              II, nor After-Tax Contributions for the purpose of the ACP test in
              Article II and shall not be considered as an eligible rollover
              distribution for purposes of Article VI.12.

         6.   Distributions of Participant After-Tax Contributions and
              Participant Pre-Tax Contributions pursuant to this Section shall
              include investment gains and losses attributable thereon.

         7.   Determinations whether to distribute Participant After-Tax
              Contributions or Participant Pre-Tax Contributions, determinations
              of the investment alternative(s) from which the distribution is to
              be made, and computations of attributable investment gains and
              losses shall be made by the Plan Administrator in its discretion
              pursuant to reasonable and uniform procedures.


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<PAGE>


                                   APPENDIX B

                              TOP HEAVY PROVISIONS

A.       Top-Heavy Preemption. During any Plan Year in which this Plan is
         Top-Heavy, as defined in Appendix B Paragraph B below, the Plan shall
         be governed in accordance with this Appendix, which shall control over
         other provisions.

B.       Top-Heavy Definitions. For purposes of this Appendix, the following
         definitions shall apply:

         1.   "Compensation" shall mean Compensation as defined in section
              415(c)(3) of the Code.

         2.   "Contribution Rate" shall mean the sum of contributions made by
              the Employer under this Plan, excluding, effective January 1,
              1989, salary deferral contributions made under this or any other
              plan maintained by the Employer, plus forfeitures allocated to the
              Participant's Accounts for the Plan Year, divided by the
              Participant's Compensation for the Plan Year. To determine the
              Contribution Rate, the Plan Administrator shall consider all
              qualified defined contribution plans (within the meaning of the
              Code) maintained by the Employer, as a single plan.

         3.   "Determination Date" shall mean the last day of the preceding Plan
              Year, except that in the initial Plan Year, Determination Date
              shall mean the last day of such Plan Year. For the purposes of
              testing the Top-Heavy status of Required and Permissive
              Aggregation Groups, Determination Date shall mean the last day of
              each respective plan's Plan Year which occurs in the calendar year
              coincident with the Determination Date of this Plan.


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<PAGE>


         4.   "Key Employee" shall mean any Employee or former Employee (and the
              Beneficiaries of such Employee) who at any time during the
              "Determination Period" was an officer of the Employer if such
              individual's annual Compensation exceeds 50 percent of the dollar
              limitation under section 415(b)(1)(A) of the Code, an owner (or
              considered an owner under section 318 of the Code) of one of the
              ten largest interests in the Employer if such individual's
              Compensation exceeds 100 percent of the dollar limitation under
              section 415(c)(1)(A) of the Code, a 5 percent owner of the
              Employer, or a 1 percent owner of the Employer who has an annual
              Compensation of more than $150,000. The "Determination Period" is
              the Plan Year containing the determination date and the four
              preceding Plan Years.

              The determination of who is a Key Employee will be made in
              accordance with section 416(i)(1) of the Code and the regulations
              thereunder.

         5.   "Non-Key Employee" shall mean any Employee currently eligible to
              participate in the Plan who is not a Key Employee.

         6.   "Permissive Aggregation Group" shall mean the Required Aggregation
              Group plus any other qualified plans maintained by the Employer or
              the Employer's Controlled Group, but only if such resultant group
              would satisfy, in the aggregate, the requirements of section
              401(a)(4) and 410 of the Code. The Plan Administrator shall
              determine which plans to take into account in determining the
              Permissive Aggregation Group.

         7.   Required Aggregation Group" shall mean:


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<PAGE>


              a.   Each qualified plan of the Employer or the Employer's
                   Controlled Group (including any terminated plan that covered
                   a Key Employee and was maintained within the five-year period
                   ending on the Determination Date) in which at least one Key
                   Employee participates during the Plan Year containing the
                   Determination Date or any of the four preceding Plan Years;
                   and

              b.   Any other qualified plan of the Employer or the Employer's
                   Controlled Group which enables a plan described in a. above,
                   to meet the requirements of section 401(a)(4) or 410 of the
                   Code.

         8.   "Top-Heavy" shall describe the status of the Plan in any Plan Year
              if the "Top-Heavy Ratio" as of the Determination Date exceeds 60
              percent.

              a.   "Top-Heavy Ratio" is a fraction as of the Determination Date
                   as follows:

                              Accrued Benefit of all Key Employees
                              ------------------------------------
                                Accrued Benefits of all Employees

              b.   Notwithstanding a above, the Top-Heavy Ratio shall be
                   computed pursuant to section 416(g) of the Code, and any
                   regulations issued thereunder.

              c.   Solely for the purpose of determining if the Plan, or any
                   other plan included in a Required Aggregation Group of which
                   this Plan is a part, is Top-Heavy (within the meaning of
                   section 416(g) of the


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<PAGE>

                   Code), the accrued benefit of an Employee other than a Key
                   Employee (within the meaning of section 416(i)(1) of the
                   Code) shall be determined (a) under the method, if any, that
                   uniformly applies for accrual purposes under all plans
                   maintained by the Employer or the Employer's Controlled Group
                   or, if there is no such method, then (b) as if such benefit
                   accrued not more rapidly than the slowest accrual rate
                   permitted under the fractional rule accrual of section
                   411(b)(1)(C) of the Code.

              d.   For purposes of this Appendix only, "Accrued Benefit" shall
                   include or exclude rollovers as determined under Treasury
                   regulation 1.416-1,T-32.

              e.   If an individual is not a Key Employee but was a Key Employee
                   in a prior year or if any individual has not performed
                   services for the Employer at any time during the five-year
                   period ending on the Determination Date, any Accrued Benefit
                   for any such individual shall not be taken into account in
                   determining the Top-Heavy status of the Plan.

              f.   The value of Account balances and the present value of
                   Accrued Benefits will be determined as of the most recent
                   Valuation Date that falls within or ends with the
                   twelve-month period ending on the Determination Date, except
                   as provided in section 416 of the Code and the regulations
                   thereunder for the first and second plan years of a defined
                   benefit plan.

              g.   The Accrued Benefit shall include any part of any Account
                   balance


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<PAGE>



                   distributed in the five-year period ending on the
                   Determination Date.

              h.   The present value shall be based only on the interest rate
                   and mortality rates specified in the defined benefit plan.

C.       Aggregation of Plans. All Required Aggregation Groups shall be
         considered (pursuant to section 416(g) of the Code) with this Plan in
         determining whether this Plan is Top-Heavy.

         1.   If such aggregation constitutes a Top-Heavy group, each plan so
              aggregated shall be considered Top-Heavy.

         2.   If such aggregation does not constitute a Top-Heavy group, none of
              the plans so aggregated shall be considered Top-Heavy.

         At the direction of the Plan Administrator and subject to the
         restrictions of sections 401(a)(4) and 410 of the Code, Permissive
         Aggregation Groups may be considered with this Plan plus any Required
         Aggregation Groups to determine whether such group is Top-Heavy. If
         such aggregation does not constitute a Top-Heavy group, none of the
         plans so aggregated shall be considered Top-Heavy.

D.       Minimum Contribution Rate. Subject to Paragraph G below, for any Plan
         Year in which this Plan is Top-Heavy, a minimum contribution shall be
         made for each Non-Key Employee as of the last day of the Plan Year
         which shall equal the lesser of:

         1.   Three percent (3%) of Compensation; or


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         2.   The highest Contribution Rate (calculated, for this purpose only,
              by including salary deferral contributions made under this or any
              other plan maintained by the Employer) received by a Key Employee
              in that Plan Year.

         This Top-Heavy Contribution shall be made irrespective of such Non-Key
         Employee's hours of service, Compensation or failure to make
         contributions, as applicable hereunder.

E.       Deposit of Minimum Contribution. The Plan Administrator shall deposit
         any minimum contribution made under this Appendix to a "Top-Heavy
         Contribution Account" for each Non-Key Employee. Such account shall
         become part of his Accrued Benefit and shall vest pursuant to Appendix
         B Paragraph F hereof.

F.       Top-Heavy Vesting Schedule. In any Plan Year in which this Plan is
         Top-Heavy, any Participant who is credited with at least one hour of
         service during such Plan Year shall vest in accordance with Article V
         or the following schedule, whichever produces the greater benefit:

         During any Plan Year in which this Plan is not Top-Heavy, vesting shall
         be determined pursuant to Article V, except that non-forfeitable rights
         obtained under the Top-Heavy vesting schedule shall be preserved.

         In any Top Heavy Plan Year, with respect to an Employer, the accrued
         benefit under the Plan of each Employee of such Employer shall be fully
         vested and nonforfeitable if he has credit for three years of
         Eligibility Service. In the event the Plan, with respect to an
         Employer, ceases to be a Top Heavy Plan for any Plan Year subsequent to
         a Top Heavy Plan Year, the accrued benefit of any Employee


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<PAGE>

         of such Employer that has been fully vested in accordance with the
         preceding section shall remain fully vested.

G.       Combined Defined Benefit and Defined Contribution Plans. In the event
         that the Employer maintains a defined benefit and a defined
         contribution plan, and

         1.   The defined benefit plan benefits a Key Employee and depends on
              this Plan to satisfy sections 401(a)(4) and 410 of the Code, the
              minimum Contribution Rate for Non- Key Employees hereunder shall
              be five percent (5%), irrespective of the Contribution Rate for
              Key Employees (unless the Employee provides for the minimum
              required Top-Heavy benefit accrual for the Plan Year under the
              defined benefit plan); and

         2.   The figure "1.0" shall be substituted for the figure "1.25" as it
              applies in Appendix A if:

              a.   The Top-Heavy Ratio exceeds 90 percent, or

              b.   The Plan is Top-Heavy for the Plan Year, and the Contribution
                   Rate under Appendix B Paragraph D is less than seven and
                   one-half percent (7 1/2%) (unless the Employer provides for
                   the minimum required Top-Heavy benefit accrual for the Plan
                   Year under the defined benefit plan).



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