EXHIBIT 4.9

                                                                         FORM OF
                                                    SIXTH SUPPLEMENTAL INDENTURE


                                                                  EXECUTION COPY







                                  VIACOM INC.,

                            VIACOM INTERNATIONAL INC.

                                       AND

                                 CITIBANK, N.A.,

                                     Trustee

                     -------------------------------------


                          SIXTH SUPPLEMENTAL INDENTURE

                            Dated as of May 17, 2001



                      To Indenture dated as of May 15, 1995
                                      among
                                  VIACOM INC.,
                            VIACOM INTERNATIONAL INC.
                                       and
                                 CITIBANK, N.A.,
                                     Trustee

                      -------------------------------------


                             Senior Debt Securities



<PAGE>




              SIXTH SUPPLEMENTAL INDENTURE, dated as of May 17, 2001, among
VIACOM INC., a Delaware corporation (the "Company"), VIACOM INTERNATIONAL INC.,
a Delaware corporation (the "Guarantor") and CITIBANK, N.A., a national banking
association, as successor in interest to State Street Bank and Trust Company and
The First National Bank of Boston, trustee (the "Trustee") to the Indenture,
dated as of May 15, 1995, among the Company, the Guarantor and the trustee party
thereto, as supplemented by the First Supplemental Indenture, dated as of May
24, 1995, among the Company, the Guarantor and the trustee party thereto, as
supplemented and amended by the Second Supplemental Indenture and Amendment No.
1, dated as of December 15, 1995, among the Company, the Guarantor and the
trustee party thereto, as supplemented by the Third Supplemental Indenture,
dated as of July 22, 1996, among the Company, the Guarantor and the trustee
party thereto, as supplemented by the Fourth Supplemental Indenture, dated as of
August 1, 2000, among the Company, the Guarantor and the Trustee and as further
supplemented by the Fifth Supplemental Indenture, dated as of January 17, 2001,
among the Company, the Guarantor and the Trustee (as so amended, the
"Indenture").

                         RECITALS OF THE COMPANY

              WHEREAS, Section 901(1) of the Indenture permits supplements
thereto without the consent of Holders of Securities to add to the covenants of
the Company for the benefit of all or any series of Securities;

              WHEREAS, Section 901(4) of the Indenture permits supplements
thereto without the consent of Holders of Securities to change any provisions of
the Indenture with respect to a series of Securities, where there are no
Securities Outstanding which are entitled to the benefit of such provision;

              WHEREAS, Section 901(8) of the Indenture permits supplements
thereto without the consent of Holders of Securities to make provisions with
respect to matters or questions arising under the Indenture, provided that the
interests of the Holders of Securities of any series or any related coupons are
not adversely affected thereby in any material respect;

              WHEREAS, as contemplated by Section 301 of the Indenture, the
Company intends to issue and the Guarantor intends to guarantee from time to
time two new series of Securities, consisting of (i) 6.40% Senior Notes due 2006
(the "2006 Senior Notes"), which upon their exchange for 6.40% Senior Notes due
2006 which have been registered under the Securities Act of 1933, will be a
further issuance of the registered 6.40% Senior Notes due 2006 which were issued
on March 19, 2001 and (ii) 6.625% Senior Notes due 2011 (the "2011 Senior
Notes") under the Indenture; and

              WHEREAS, as contemplated by Section 301 of the Indenture, the
Company wishes to add to the covenants of the Company for the sole benefit of
the Holders of the 2006 Senior Notes and the 2011 Senior Notes and to make
certain changes to other provisions of the Indenture.

              NOW, THEREFORE, THIS SIXTH SUPPLEMENTAL INDENTURE WITNESSETH:


<PAGE>

              For consideration, the adequacy and sufficiency of which are
hereby acknowledged by the parties hereto, each party agrees as follows, for the
benefit of the other party and for the equal and proportionate benefit of all
Holders of the 2006 Senior Notes and the 2011 Senior Notes, as follows:

SECTION 1. For the purpose of this Sixth Supplemental Indenture, all terms used
herein, unless otherwise defined, shall have the meaning assigned to them in the
Indenture, as amended hereby.


SECTION 2. The Company shall issue from time to time, and the Guarantor shall
guarantee from time to time, (a) 2006 Senior Notes in an aggregate principal
amount of $400,000,000 and (b) 2011 Senior Notes in an aggregate principal
amount of $1,000,000,000. The forms of the 2006 Senior Notes and 2011 Senior
Notes are set forth, respectively, in Exhibit A and Exhibit B hereto. Upon their
exchange for 6.40% Senior Notes due 2006 which have been registered under the
Securities Act of 1933, the 2006 Senior Notes will be a further issuance of the
registered 6.40% Senior Notes due 2006 which were issued in the aggregate
principal amount of $396,925,000 on March 19, 2001. The 2006 Senior Notes and
2011 Senior Notes shall include the legends set forth on the face of Exhibit A
and Exhibit B hereto, respectively, (substantially in the form so set forth), so
long as such Securities are Restricted Securities.


SECTION 3. The 2006 Senior Notes and 2011 Senior Notes offered and sold in
reliance on Rule 144A shall be issued initially in the form of one or more
permanent global 2006 Senior Notes and permanent global 2011 Senior Notes in
registered form, substantially in the form set forth in Exhibit A and Exhibit B
hereto, respectively, (the "U.S. Global 2006 Senior Notes" and the "U.S. Global
2011 Senior Notes" and, collectively, the "U.S. Global Securities"), registered
in the name of the nominee of the Depositary, deposited with the Trustee, as
custodian for the Depositary, duly executed by the Company and authenticated by
the Trustee as provided in Section 303 of the Indenture. The aggregate principal
amount of the U.S. Global Securities may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary or its nominee, in accordance with the instructions given by the
Holder thereof, as hereinafter provided.

              The 2006 Senior Notes and 2011 Senior Notes offered and sold in
offshore transactions in reliance on Regulation S shall be issued initially in
the form of one or more permanent global 2006 Senior Notes and permanent global
2011 Senior Notes, as the case may be, in registered form, substantially in the
forms set forth in Exhibit A and Exhibit B hereto, respectively, (the "Offshore
Global 2006 Senior Notes" and the "Offshore Global 2011 Senior Notes" and,
collectively, the "Offshore Global Securities"), registered in the name of the
nominee of the Depositary, deposited with the Trustee, as custodian for the
Depositary, duly executed by the Company and authenticated by the Trustee as
provided in Section 303 of the Indenture. The aggregate principal amount of the
Offshore Global Securities may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for the Depositary
or its nominee, as hereinafter provided.

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<PAGE>

              The U.S. Global Securities and the Offshore Global Securities are
sometimes referred to herein as the "Global Securities."

SECTION 4. For the benefit of the Holders of all Securities, Section 101 of the
Indenture shall be amended by deleting the definition of "Euro-clear" and
replacing such definition with the following definition:

               "Euro-clear" means Euroclear Bank S.A./N.V., a bank incorporated
     under the laws the Kingdom of Belgium, as the operator of the Euroclear
     System, or its successors.

SECTION 5. For the sole benefit of the Holders of the 2006 Senior Notes and 2011
Senior Notes, Section 101 of the Indenture shall be amended by deleting the
definitions of "Authorized Newspaper," "Corporate Trust Office," "Principal
Property," "Sale and Leaseback Transaction" and "United States Person" and
replacing such definitions with the following definitions:

               "Authorized Newspaper" means a newspaper, in the English language
     or in an official language of the country of publication, customarily
     published on each Business Day, whether or not published on Saturdays,
     Sundays or holidays, and of general circulation in the place in connection
     with which the term is used or in the financial community of such place;
     provided, however, that so long as a series of Securities is listed on the
     Luxembourg Stock Exchange, Authorized Newspaper solely with respect to such
     series of Securities shall mean a leading newspaper having general
     circulation in Luxembourg (which is expected to be the Luxembourg Wort) or,
     if publication in such newspaper is not practicable, a leading English
     language daily newspaper with general circulation in Europe, that is
     published each Business Day in morning editions, whether or not published
     in Saturday, Sunday or holiday editions. Where successive publications are
     required to be made in Authorized Newspapers, the successive publications
     may be made in the same or in different newspapers in the same city meeting
     the foregoing requirements and in each case on any Business Day.

               "Corporate Trust Office" means the office of the Trustee at which
     the corporate trust business of the Trustee shall, at any particular time,
     be principally administered, which office is, at the date of this
     Indenture, located at Citibank, N.A., 111 Wall Street, 14th Floor, New
     York, New York, 10005; Attention: Citibank Agency and Trust Services.

               "Principal Property" means any parcel of real property and
     related fixtures or improvements (other than telecommunications equipment,
     including, without limitation, satellite transponders) owned by the Company
     or any Restricted Subsidiary and located in the United States, the
     aggregate book value of which on the date of determination exceeds $1.0
     billion, other than any such real property and related fixtures or
     improvements which, as determined in good faith by the Board of Directors
     of the Company, is not of material importance to the total business
     conducted by the Company and its Subsidiaries, taken as a whole.


                                       3
<PAGE>

               "Sale and Leaseback Transaction" means any arrangement with any
     Person providing for the leasing by the Company or any Restricted
     Subsidiary of any Principal Property which has been or is to be sold or
     transferred by the Company or such Person; provided, however, that "Sale
     and Leaseback Transaction" shall not include such arrangements that were
     existing on January 17, 2001, in the case of the 2006 Senior Notes, or May
     17, 2001, in the case of the 2011 Senior Notes, or at the time any Person
     owning a Principal Property becomes a Restricted Subsidiary (whether by
     acquisition or otherwise, including through merger or consolidation).

               "United States Person" means any individual who is a citizen or
     resident of the United States, a corporation, partnership or other entity
     created or organized in or under the laws of the United States, any state
     thereof or the District of Columbia (other than a partnership that is not
     treated as a United States Person under any applicable Treasury
     regulations), any estate the income of which is subject to United States
     federal income taxation regardless of its source, or any trust if a court
     within the United States is able to exercise primary supervision over the
     administration of the trust and one or more United States Persons have the
     authority to control all substantial decisions of the trust.
     Notwithstanding the preceding sentence, to the extent provided in the
     Treasury regulations, certain trusts in existence on August 20, 1996, and
     treated as United States Persons prior to such date that elect to continue
     to be treated as United States Persons, will also be United States Persons.


SECTION 6. For the sole benefit of the Holders of the 2006 Senior Notes, Section
101 of the Indenture is hereby amended by adding the following definitions, each
in appropriate alphabetical order:

               "Agent" means any Transfer Agent, Registrar, co-Registrar, Paying
     Agent or Authenticating Agent.

               "Closing Date" means May 17, 2001.

               "Depositary" means, as applicable, either the U.S. Depositary or
     the Common Depositary.

               "Exchange Notes" means any securities of the Company containing
     terms identical to the 2006 Senior Notes (except that such Exchange Notes
     shall be registered under the Securities Act and shall not include the
     restrictions on transfer or any increase in the interest rate) that are
     issued and exchanged for the 2006 Senior Notes pursuant to the Registration
     Rights Agreement and the Indenture.

               "Exchange Offer Registration Statement" means the Exchange Offer
     Registration Statement as defined in the Registration Rights Agreement.

               "non-United States Person" means a Person who is not a United
     States Person.

               "Participant" means a Person who has an account with a
     Depositary.


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<PAGE>

               "Registration Rights Agreement" means the Registration Rights
     Agreement, dated May 17, 2001, between the Company, the Guarantor, Merrill
     Lynch, Pierce, Fenner & Smith Incorporated and Salomon Smith Barney, Inc.
     and certain permitted assigns specified therein.

               "Registration Statement" means the Registration Statement as
     defined and described in the Registration Rights Agreement.

               "Regulation S" means Regulation S under the Securities Act.

               "Regulation S Non-U.S. Person" means a person who is not a "U.S.
     Person" as defined in Regulation S.

               "Regulation S U.S. Person" has the meaning assigned thereto in
     Regulation S.

               "Restricted Security" means any 2006 Senior Note that has not
     been sold in connection with an effective Registration Statement.

               "Rule 144A" means Rule 144A under the Securities Act.

               "Securities Act" means the Securities Act of 1933, as amended
     from time to time.

               "Shelf Registration Statement" means the Shelf Registration
     Statement as defined in the Registration Rights Agreement.

SECTION 7. For the sole benefit of the Holders of the 2011 Senior Notes, Section
101 of the Indenture is hereby amended by adding the following definitions, each
in appropriate alphabetical order:

               "Agent" means any Transfer Agent, Registrar, co-Registrar, Paying
     Agent or Authenticating Agent.

               "Closing Date" means May 17, 2001.

               "Depositary" means, as applicable, either the U.S. Depositary or
     the Common Depositary.

               "Exchange Notes" means any securities of the Company containing
     terms identical to the 2011 Senior Notes (except that such Exchange Notes
     shall be registered under the Securities Act and shall not include the
     restrictions on transfer or any increase in the interest rate) that are
     issued and exchanged for the 2011 Senior Notes pursuant to the Registration
     Rights Agreement and the Indenture.

               "Exchange Offer Registration Statement" means the Exchange Offer
     Registration Statement as defined in the Registration Rights Agreement.

               "Make-Whole Amount" means, with respect to a series of
     Securities, the excess, if any, of (i) the aggregate present value as of
     the Redemption Date of principal being redeemed and the amount of interest
     (exclusive of interest accrued to the Redemption Date) that would


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<PAGE>

     have been payable if redemption had not been made, determined by
     discounting, on a semiannual basis, the remaining principal and interest
     payment for such series of Securities at the Reinvestment Rate (determined
     on the third Business Day preceding the date notice of redemption shall
     have been given) from the dates on which the principal and interest would
     have been payable with respect to such series of Securities if the
     redemption had not been made, to the applicable Redemption Date, over (ii)
     the aggregate principal amount of the applicable series of Securities being
     redeemed.

               "non-United States Person" means a Person who is not a United
     States Person.

               "Participant" means a Person who has an account with a
     Depositary.

               "Registration Rights Agreement" means the Registration Rights
     Agreement, dated May 17, 2001, between the Company, the Guarantor, Merrill
     Lynch, Pierce, Fenner & Smith Incorporated and Salomon Smith Barney, Inc.
     and certain permitted assigns specified therein.

               "Registration Statement" means the Registration Statement as
     defined and described in the Registration Rights Agreement.

               "Regulation S" means Regulation S under the Securities Act.

               "Regulation S Non-U.S. Person" means a person who is not a "U.S.
     Person" as defined in Regulation S.

               "Regulation S U.S. Person" has the meaning assigned thereto in
     Regulation S.

               "Reinvestment Rate" means 0.25% for the series of Securities
     designated as 6.625% Senior Notes due 2011 plus the arithmetic mean of the
     yields under the heading "Week Ending" published in the most recent Federal
     Reserve Statistical Release H.15 (or any comparable successor publication)
     under the caption "Treasury Constant Maturities" for the maturity (rounded
     to the nearest month) corresponding to the remaining life to maturity, as
     of the Maturity of the principal of the series of Securities being redeemed
     or paid. If no maturity exactly corresponds to the Maturity of such series
     of Securities, yields for the two published maturities most closely
     corresponding to the Maturity of such series of Securities would be so
     calculated and the Reinvestment Rate would be interpolated or extrapolated
     on a straight-line basis, rounding to the nearest month. The most recent
     Statistical Release published prior to the date of determination of the
     Make-Whole Amount will be used for purposes of calculating the Reinvestment
     Rate.

               "Restricted Security" means any 2011 Senior Note that has not
     been sold in connection with an effective Registration Statement.

               "Rule 144A" means Rule 144A under the Securities Act.

               "Securities Act" means the Securities Act of 1933, as amended
     from time to time.

               "Shelf Registration Statement" means the Shelf Registration
     Statement as defined in the Registration Rights Agreement.


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<PAGE>

SECTION 8. For the sole benefit of the Holders of the 2006 Senior Notes and 2011
Senior Notes, Section 106 shall be amended by deleting clause (1) thereof and
replacing such clause (1) in its entirety with the following:

          (1) such notice shall be sufficiently given to Holders of Registered
     Securities (unless otherwise herein expressly provided) (a) if in writing
     and mailed, first-class postage prepaid, to each such Holder affected by
     such event, at the address of such Holder as it appears in the Security
     Register, not earlier than the earliest date, and not later than the latest
     date, prescribed for the giving of such notice, and (b) for so long as a
     series of Registered Securities is listed on the Luxembourg Stock Exchange
     and it is required by rules of the Luxembourg Stock Exchange, publication
     shall have been made of such notice with regard to such series of
     Securities in the English language in an Authorized Newspaper.


SECTION 9. For the sole benefit of the holders of the 2006 Senior Notes and the
2011 Senior Notes, Sections 305, 305A and 305B of the Indenture are hereby
deleted in their entirety and replaced by the following Sections 305, 305A,
305B, 305C, 305D and 305E (the "New Provisions"):

          SECTION 305. Registrar and Paying Agent. The Company shall maintain an
     office or agency in the City of New York where Securities may be presented
     for transfer or for exchange (the "Transfer Agent") and for the
     registration of such transfer or exchange (the "Registrar", which term
     shall include acting in the capacity of Transfer Agent), an office or
     agency in the City of New York where Securities may be presented for
     payment (the "Paying Agent") and an office or agency where notices and
     demands to or upon the Company in respect of the Securities and this
     Indenture may be served, which shall be in the Borough of Manhattan, The
     City of New York and, in the event any series of Securities is listed on
     the Luxembourg Stock Exchange, in Luxembourg with respect to such series.
     The Company shall cause the Registrar to keep a register of the Securities
     and of their transfer and exchange (the "Security Register"). The Security
     Register shall be in written form or any other form capable of being
     converted into written form within a reasonable time. The Company may have
     one or more co-Registrars and one or more additional Paying Agents.

          The Company shall enter into an appropriate agency agreement with any
     Agent not a party to this Indenture. The agreement shall implement the
     provisions of this Indenture that relate to such Agent. The Company shall
     give prompt written notice to the Trustee of the name and address of any
     such Agent and any change in the address of such Agent. If the Company
     fails to maintain a Registrar, Paying Agent and/or agent for service of
     notices and demands, the Trustee shall act as such Registrar, Paying Agent
     and/or agent for service of notices and demands. The Company may remove any
     Agent upon written notice to such Agent and the Trustee; provided that no
     such removal shall become effective until (i) the acceptance of an
     appointment by a successor Agent to such Agent as evidenced by an
     appropriate agency agreement entered into by the Company and such successor
     Agent and delivered to the Trustee or (ii) notification to the Trustee that
     the Trustee shall serve as such Agent until the appointment of a successor
     Agent in


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     accordance with clause (i) of this proviso. The Company, any Subsidiary of
     the Company, or any Affiliate of any of them may act as Paying Agent,
     Registrar or co-Registrar, and/or agent for service of notice and demands.

          The Company initially appoints the Trustee as Registrar, Paying Agent,
     Authenticating Agent and agent for service of notice and demands and
     Kredietbank S.A. Luxembourgeoise as Transfer Agent, Paying Agent and agent
     for service of notice and demands in Luxembourg, at Kredietbank S.A.
     Luxembourgeoise, 43, Boulevard Royal, L-2955 Luxembourg; Attention:
     Corporate Trust Department. The Trustee shall preserve in as current a form
     as is reasonably practicable the most recent list available to it of the
     names and addresses of Holders and shall otherwise comply with TIA ss.
     312(a). If the Trustee is not the Registrar, the Company shall furnish to
     the Trustee as of each Regular Record Date and at such other times as the
     Trustee may reasonably request the names and addresses of Holders as they
     appear in the Security Register, including the aggregate principal amount
     of Securities held by each Holder.

          SECTION 305A. Transfer and Exchange. A Holder may transfer a Security
     only by written application to the Registrar stating the name of the
     proposed transferee and otherwise complying with the terms of this
     Indenture. No such transfer shall be effected until, and such transferee
     shall succeed to the rights of a Holder only upon, final acceptance and
     registration of the transfer by the Registrar in the Security Register.
     Prior to the registration of any transfer by a Holder as provided herein,
     the Company, the Trustee, and any agent of the Company shall treat the
     person in whose name the Security is registered as the owner thereof for
     all purposes whether or not the Security shall be overdue, and neither the
     Company, the Trustee, nor any such agent shall be affected by notice to the
     contrary. Furthermore, any Holder of a Global Security shall, by acceptance
     of such Global Security, agree that transfers of beneficial interests in
     such Global Securities may be effected only through a book-entry system
     maintained by the Holder of such Global Security (or its agent) and that
     ownership of a beneficial interest in the Security shall be required to be
     reflected in a book-entry. When Securities are presented to the Registrar
     or a co-Registrar with a request to register the transfer or to exchange
     them for an equal principal amount of Securities of other authorized
     denominations; provided that (i) the Registrar shall register the transfer
     or make the exchange as requested if its requirements for such transactions
     are met (including that such Securities are duly endorsed or accompanied by
     a written instrument of transfer in form satisfactory to the Trustee and
     Registrar duly executed by the Holder thereof or by an attorney who is
     authorized in writing to act on behalf of the Holder) and (ii) the
     requirements of Section 305D herein are met. To permit registrations of
     transfers and exchanges, the Company shall execute and the Trustee shall
     authenticate Securities at the Registrar's request. No service charge shall
     be made for any registration of transfer or exchange or redemption of the
     Securities, but the Company may require payment of a sum sufficient to
     cover any transfer tax or similar governmental charge payable in connection
     therewith. Securities presented to Kredietbank S.A. Luxembourgeoise with a
     request to register the transfer or exchange of such Securities will be
     forwarded, along with such request, by Kredietbank S.A. Luxembourgeoise to
     the Registrar.


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<PAGE>

          The Registrar shall not be required (i) to issue, register the
     transfer of or exchange any Security during a period beginning at the
     opening of business 15 days before the day of the mailing of a notice of
     redemption of Securities selected for redemption under Article Eleven and
     ending at the close of business on the day of such mailing, or (ii) to
     register the transfer of or exchange any Security so selected for
     redemption in whole or in part, except the unredeemed portion of any
     Security being redeemed in part.

          SECTION 305B. Legend on Restricted Securities. Unless and until a 2006
     Senior Note or a 2011 Senior Note is exchanged for an Exchange Note or sold
     in connection with an effective Shelf Registration Statement pursuant to
     the Registration Rights Agreement, (i) the U.S. Global 2006 Senior Notes
     and U.S. Global 2011 Senior Notes shall bear the legends set forth on the
     face of Exhibit A and Exhibit B, respectively, and (ii) the Offshore 2006
     Senior Notes and Offshore 2011 Senior Notes shall bear the legends set
     forth on the face of Exhibit A and Exhibit B, respectively, until (A) at
     least the 41st day after the Closing Date and (B) receipt by the Company
     and the Trustee of a certificate substantially in the form of Appendix I
     hereto.

          Except as provided in Section 305D, the Trustee shall not issue any
     unlegended 2006 Senior Notes or 2011 Senior Notes until it has received an
     Officers' Certificate from the Company directing it to do so.

          SECTION 305C. Book-Entry Provisions for U.S. Global Securities and
     Offshore Global Securities. (a) Each U.S. Global Security and Offshore
     Global Security initially shall (i) be registered in the name of the
     Depositary for such U.S. Global Security or Offshore Global Security or the
     nominee of such Depositary, (ii) be delivered, as applicable, either to the
     Trustee, as U.S. Depositary, or to the Common Depositary and (iii) bear
     legends as set forth on the face of the form of the 2006 Senior Note or the
     2011 Senior Note, as the case may be.

          Members of, or Participants in, the Depositary ("Agent Members") shall
     have no rights under this Indenture with respect to any Global Security
     held on their behalf by the Depositary, or the Trustee as its custodian or
     the Common Depositary, as applicable, or under such Global Security, and
     the Depositary may be treated by the Company, the Trustee and any agent of
     the Company or the Trustee as the absolute owner of such Global Security
     for all purposes whatsoever. Notwithstanding the foregoing, nothing herein
     shall prevent the Company, the Trustee or any agent of the Company or the
     Trustee from giving effect to any written certification, proxy or other
     authorization furnished by the Depositary or impair, as between the
     Depositary and its Agent Members, the operation of customary practices
     governing the exercise of the rights of a holder of any Security.

               (b) Transfers of a Global Security shall be limited to transfers
     of such Global Security in whole, but not in part, to the Depositary, its
     successors or their respective nominees, and as further specified in
     Section 305D.  Transfers of interests in one Global Security to parties who
     will hold the interests through the same Global Security will be effected
     in the ordinary way in accordance with the respective rules and operating
     procedures of the applicable Depositaries and the provisions of Section
     305D.


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<PAGE>

     The provisions of the "Operating Procedures of the Euroclear System" and
     "Terms and Conditions Governing Use of Euroclear" of Euro-clear and the
     "General Terms and Conditions of Clearstream" and "Customer Handbook" of
     Cedel S.A. shall be applicable to interests in the Global Securities that
     are held by Agent Members through Euro-clear and Cedel S.A.

               (c) Any beneficial interest in one of the Global Securities that
     is transferred to a person who takes delivery in the form of an interest in
     another Global Security will, upon transfer, cease to be an interest in
     such Global Security and become an interest in such other Global Security
     and, accordingly, will thereafter be subject to all transfer restrictions,
     if any, and other procedures applicable to beneficial interests in such
     other Global Security for so long as it remains such an interest.

               (d) In connection with any transfer of a portion of the interests
     in a Global Security to beneficial owners pursuant to paragraph (b) of this
     Section 305C, the Registrar shall reflect on its books and records the date
     and a decrease in the principal amount of such Global Security in an amount
     equal to the principal amount of the interest in such Global Security to be
     transferred.

               (e) In connection with the transfer of the U.S. Global Securities
     or the Offshore Global Securities, in whole, to beneficial owners pursuant
     to paragraph (b) of this Section 305C, the U.S. Global Securities or
     Offshore Global Securities, as the case may be, shall be deemed to be
     surrendered to the Trustee for cancellation.

               (f) The registered holder of a Global Security may grant proxies
     and otherwise authorize any person, including Agent Members and persons
     that may hold interests through Agent Members, to take any action which a
     Holder is entitled to take under this Indenture or the Securities.

               (g) The Securities are initially solely issuable as Global
     Securities. Registered Securities shall only be transferred to all
     beneficial owners in exchange for their beneficial interests in a Global
     Security, if (i) the Depositary with respect to such Global Securities
     notifies the Company that it is unwilling or unable to continue as
     Depositary for such Global Security, as the case may be, and a successor
     Depositary is not appointed by the Company within 90 days of such notice or
     (ii) an Event of Default has occurred and is continuing and the Registrar
     has received a request to the foregoing effect from the Depositary or the
     Trustee.

               (h) All Securities issued upon any transfer or exchange of
     Securities shall be valid, legally enforceable obligations of the Company,
     evidencing the same debt, and entitled to the same benefits under this
     Indenture, as the Securities surrendered upon such transfer or exchange.

          SECTION 305D. (a) Transfers to QIBs. The following provisions shall
     apply with respect to the registration of any proposed transfer of 2006
     Senior Notes or 2011 Senior Notes constituting a Restricted Security to a
     qualified institutional buyer as defined in Rule 144A (a "QIB"):


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<PAGE>

               (i) if the 2006 Senior Notes or 2011 Senior Notes to be
          transferred consist of an interest in the U.S. Global Securities, the
          transfer of such interest may be effected through the book-entry
          system maintained by the Depositary; and

               (ii) (A) if the proposed transferor is an Agent Member holding a
          beneficial interest in the Offshore Global 2006 Senior Notes or
          Offshore Global 2011 Senior Notes, upon receipt by the Registrar of
          instructions in accordance with the Depositary's and the Registrar's
          procedures, the Registrar shall reflect on its books and records the
          date and a decrease in the principal amount of the Offshore Global
          2006 Senior Notes or Offshore Global 2011 Senior Notes in an amount
          equal to the principal amount of the beneficial interest in the
          Offshore Global 2006 Senior Notes or Offshore Global 2011 Senior Notes
          to be transferred, and (B) if the proposed transferee is an Agent
          Member, upon receipt by the Registrar of instructions given in
          accordance with the Depositary's and the Registrar's procedures, the
          Registrar shall reflect on its books and records the date and an
          increase in the principal amount of the U.S. Global 2006 Senior Notes
          or U.S. Global 2011 Senior Notes in an amount equal to the principal
          amount of the Offshore Global 2006 Senior Notes or Offshore Global
          2011 Senior Notes to be transferred and the Trustee shall decrease the
          amount of the Offshore Global 2006 Senior Notes or Offshore Global
          2011 Senior Notes.

          (b) Transfers of Interests in the Offshore Global Securities. The
     following provisions shall apply with respect to any transfer of interests
     in Offshore Global Securities:

               (i) until the expiration of the 40-day distribution compliance
          period within the meaning of Rule 903 of Regulation S, any offer or
          sale of interests in the Offshore Global Securities shall be made (a)
          outside the United States (1) in compliance with Rule 903 or 904 under
          the Securities Act or (2) to a QIB in compliance with Rule 144A and
          (b) in accordance with all applicable securities laws of the states of
          the United States or any other applicable jurisdiction;

               (ii) prior to the removal of the legend from the Offshore Global
          Securities pursuant to Section 305B, the Registrar shall refuse to
          register such transfer unless such transfer complies with this Section
          305D, and

               (iii) after such removal, the Registrar shall register the
          transfer of any such 2006 Senior Note or 2011 Senior Note without
          requiring any additional certification.

          (c) Transfers to Regulation S Non-U.S. Persons at Any Time. The
     following provisions shall apply with respect to any transfer of a
     Restricted Security to a Regulation S Non-U.S. Person:

               (i) The Registrar shall register any proposed transfer to any
          Regulation S Non-U.S. Person if (A) the Security to be transferred is
          an interest in U.S. Global Securities, (B) the proposed transferor has
          delivered to the Registrar a


                                       11
<PAGE>

          certificate substantially in the form of Appendix I hereto and (C) if
          requested by the Company, the proposed transferee has delivered to the
          Registrar an opinion of counsel acceptable to the Company that such
          transfer is in compliance with the Securities Act.

               (ii) (A) If the proposed transferor is an Agent Member holding a
          beneficial interest in U.S. Global 2006 Senior Notes or U.S. Global
          2011 Senior Notes, upon receipt by the Registrar of (x) the documents,
          if any, required by paragraph (i) and (y) instructions in accordance
          with the Depositary's and the Registrar's procedures, the Registrar
          shall reflect on its books and records the date and a decrease in the
          principal amount of the U.S. Global 2006 Senior Notes or U.S. Global
          2011 Senior Notes in an amount equal to the principal amount of the
          beneficial interest in the U.S. Global Security to be transferred, and
          (B) if the proposed transferee is an Agent Member, upon receipt by the
          Registrar of instructions given in accordance with the Depositary's
          and the Registrar's procedures, the Registrar shall reflect on its
          books and records the date and an increase in the principal amount of
          the Offshore Global 2006 Senior Notes or Offshore Global 2011 Senior
          Notes in an amount equal to the principal amount of the U.S. Global
          Securities to be transferred, and the Trustee shall decrease the
          amount of the U.S. Global Securities.

          SECTION 305E. General. By its acceptance of any 2006 Senior Notes or
     2011 Senior Notes bearing the legends set forth on the face of the form of
     the 2006 Senior Note or 2011 Senior Note, as the case may be, each Holder
     of such a 2006 Senior Note or 2011 Senior Note acknowledges the
     restrictions on transfer of such 2006 Senior Note or 2011 Senior Note set
     forth in the Indenture and in such legends and agrees that it will transfer
     such 2006 Senior Note or 2011 Senior Note only as provided in the
     Indenture.

          The Registrar shall retain, in accordance with its customary
     procedures, copies of all letters, notices and other written communications
     received pursuant to this Section 305E. The Company shall have the right to
     inspect and make copies of all such letters, notices or other written
     communications at any reasonable time upon the giving of reasonable written
     notice to the Registrar.


SECTION 10. For the sole benefit of the Holders of the 2006 Senior Notes and the
2011 Senior Notes, Section 307 shall be amended by deleting the first paragraph
thereof and replacing such paragraph in its entirety with the following:

               (a) Interest on any Registered Security which is payable, and is
     punctually paid or duly provided for, on any Interest Payment Date shall be
     paid, in immediately available funds, to the Person in whose name that
     Security (or one or more Predecessor Securities) is registered at the close
     of business on the Regular Record Date for such interest at the office or
     agency of the Company maintained for such purpose pursuant to Section 1002;
     provided, however, that each installment of interest on any Registered
     Security may at the Company's option be paid in immediately available funds
     by transfer to an account maintained by the payee located in the United
     States.


                                       12
<PAGE>

SECTION 11. For the sole benefit of the Holders of the 2006 Senior Notes and the
2011 Senior Notes, Section 501 shall be amended by deleting in subparagraphs (4)
and (5) thereunder, the references to the amount $100 million, and replacing
such references with the amount $250 million.


SECTION 12. For the sole benefit of the Holders of the 2006 Senior Notes and the
2011 Senior Notes, the first paragraph of Section 1007 of the Indenture is
hereby deleted and replaced by the following paragraphs:

               The Company shall, subject to the exceptions and limitations set
     forth below, pay as additional interest on the Securities of any series,
     such additional amounts (the "Additional Amounts") as are necessary in
     order that the net payment to be made by the Company or by a Paying Agent
     on behalf of the Company, of the principal of and interest on a series of
     Securities to a Holder who is a non-United States Person, after deduction
     for any present or future tax, assessment or other governmental charge of
     the United States or a political subdivision or taxing authority thereof or
     therein, imposed by withholding with respect to such payment, will not be
     less than the amount provided in the Securities to be then due and payable;
     provided, however, that the foregoing obligation to pay Additional Amounts
     shall not apply:

          (1) to any tax, assessment or other governmental charge that is
     imposed or withheld solely by reason of the Holder, or a fiduciary,
     settlor, beneficiary, member or shareholder of the Holder, if the Holder is
     an estate, trust, partnership or corporation, or a Person holding a power
     over an estate or trust administered by a fiduciary Holder, being
     considered as:

               (a) being or having been present or engaged in a trade or
          business in the United States or having had a permanent establishment
          in the United States;

               (b) having a current or former relationship with the United
          States, including a relationship as a citizen or resident thereof;

               (c) being or having been a foreign or domestic personal holding
          company, a passive foreign investment company or a controlled foreign
          corporation with respect to the United States or a corporation that
          has accumulated earnings to avoid United States federal income tax;

               (d) being or having a "10-percent shareholder" of the Company, as
          defined in Section 871(h)(3) of the United States Internal Revenue
          Code or any successor provision thereof; or

               (e) being a bank receiving payments on an extension of credit
          made pursuant to a loan agreement entered into in the ordinary course
          of its trade or business;


                                       13
<PAGE>

          (2) to any Holder that is not the sole beneficial owner of a Security,
     or a portion thereof, or that is a fiduciary or partnership, but only to
     the extent that a beneficiary or settlor with respect to the fiduciary, a
     beneficial owner or member of the partnership would not have been entitled
     to the payment of any Additional Amount had the beneficiary, settlor,
     beneficial owner or member received directly its beneficial or distributive
     share of the payment;

          (3) to any tax, assessment or other governmental charge that is
     imposed or withheld by reason of the failure of the Holder or any other
     person to comply with certification, identification or information
     reporting requirements concerning the nationality, residence, identity or
     connection with the United States, or otherwise with respect to the status,
     of the Holder or beneficial owner of such Security (or any beneficiary,
     settlor, beneficial owner or member thereof), if compliance is required by
     statute, by regulation of the United States Treasury Department or by an
     applicable income tax treaty to which the United States is a party, or by
     any official interpretation or ruling promulgated pursuant to any of the
     foregoing, as a precondition to exemption from such tax, assessment or
     other governmental charge;

          (4) to any tax, assessment or other governmental charge that is
     imposed otherwise than by withholding by the Company or by a Paying Agent
     on its behalf from the payment;

          (5) to any tax, assessment or other governmental charge that is
     imposed or withheld solely by reason of a change in law, regulation, or
     administrative or judicial interpretation that becomes effective more than
     15 days after the payment becomes due or is duly provided for, whichever
     occurs later;

          (6) to any estate, inheritance, gift, sales, excise, transfer, wealth
     or personal property tax or similar tax, assessment or other governmental
     charge;

          (7) to any tax, assessment or other governmental charge required to be
     withheld by any Paying Agent from any payment of principal of or interest
     on any Security, if such payment can be made without such withholding by
     any other Paying Agent on behalf of the Company; or

          (8) in the case of any combination of items (1), (2), (3), (4), (5),
     (6) and (7).

               The Securities are subject in all cases to any tax, fiscal or
     other law or regulation or administrative or judicial interpretation
     applicable thereto. Except as otherwise provided for in this Section 1007
     and Section 1101, the Company shall not be required to make any payments
     with respect to any tax, assessment or other governmental charge imposed by
     any government or a political subdivision or taxing authority thereof or
     therein.

               Whenever in this Indenture there is mentioned, in any context,
     the payment of the principal of (or premium, if any, on) or interest on, or
     in respect of, any Security of a series or payment of any related coupon or
     the net proceeds received on the sale or exchange of a Security of a
     series, such mention shall be deemed to include


                                       14
<PAGE>

     mention of the payment of Additional Amounts provided for by the terms of
     such series established pursuant to Section 301 to the extent that, in such
     context, Additional Amounts are, were or would be payable in respect
     thereof pursuant to such terms and express mention of the payment of
     Additional Amounts (if applicable) in any provisions hereof shall not be
     construed as excluding Additional Amounts in those provisions hereof where
     such express mention is not made.


SECTION 13. For the sole benefit of the Holders of the 2006 Senior Notes and the
2011 Senior Notes, Section 1010 of the Indenture is hereby deleted in its
entirety and replaced by the following Section 1010:

                    Section 1010. Limitations on Liens.

                    The Company shall not create, assume or suffer to exist any
          Lien on any of its property or assets, without securing the Securities
          of any applicable series equally and ratably with (or prior to) such
          secured Indebtedness; provided, however, that the foregoing shall
          apply only to Liens which in the aggregate exceed 15% of the Company's
          total consolidated assets as of the end of the Company's most recent
          accounting period preceding the creation or assumption of any such
          Lien (reduced by any Attributable Debt with respect to any Sale and
          Leaseback Transaction permitted under Section 1011 below). This
          restriction will not apply to Capitalized Leases or to Indebtedness
          secured by (a) Liens existing on January 17, 2001, in the case of the
          2006 Senior Notes and May 17, 2001, in the case of the 2011 Senior
          Notes, and Liens on property of, or Indebtedness of, any Person at the
          time such Person becomes a Subsidiary (whether by acquisition or
          otherwise, including through merger or consolidation), (b) Liens in
          favor of the Company or a Subsidiary of the Company, (c) Liens
          existing at the time of acquisition of the assets secured thereby
          (including acquisition through merger or consolidation) and purchase
          money Liens, and (d) any extension, renewal or refunding of any Lien
          referred to in the foregoing clauses (a) through (c), inclusive.


SECTION 14. For the sole benefit of the Holders of the 2006 Senior Notes,
Section 1101 of the Indenture is hereby deleted in its entirety and replaced by
the following Section 1101:

                    Section 1101. Optional Redemption.

                    In the event that as a result of any change in, or
          amendments to, any laws (or any regulations or rulings promulgated
          thereunder) of the United States (or any political subdivision or
          taxing authority thereof or therein) or any change in, or amendments
          to, an official position regarding the application of such laws,
          regulations or rulings, which change or amendment is announced or
          becomes effective thereunder after January 9, 2001, the Company has
          become or, based upon a written opinion of independent counsel
          selected by the Company, will become obligated to pay, with respect to
          a series of Securities, any Additional Amounts, the Company may
          redeem, in accordance with this Article Eleven, all, but not less than
          all, the Securities of such series at any time at 100% of the
          principal amount thereof, together with accrued interest thereon, if
          any, to the Redemption Date (subject to the rights of holders of
          record on the


                                       15
<PAGE>


          relevant Regular Record Date that is prior to the Redemption Date to
          receive interest on the relevant Interest Payment Date).

SECTION 15. For the sole benefit of the Holders of the 2011 Senior Notes,
Section 1101 of the Indenture is hereby deleted in its entirety and replaced by
the following Section 1101:

                    Section 1101. Optional Redemption.

                    In the event that as a result of any change in, or
          amendments to, any laws (or any regulations or rulings promulgated
          thereunder) of the United States (or any political subdivision or
          taxing authority thereof or therein) or any change in, or amendments
          to, an official position regarding the application of such laws,
          regulations or rulings, which change or amendment is announced or
          becomes effective thereunder after May 10, 2001, the Company has
          become or, based upon a written opinion of independent counsel
          selected by the Company, will become obligated to pay, with respect to
          a series of Securities, any Additional Amounts, the Company may
          redeem, in accordance with this Article Eleven, all, but not less than
          all, the Securities of such series at any time at 100% of the
          principal amount thereof, together with accrued interest thereon, if
          any, to the Redemption Date (subject to the rights of holders of
          record on the relevant Regular Record Date that is prior to the
          Redemption Date to receive interest on the relevant Interest Payment
          Date).

                    In addition, the Securities of any given series will be
          redeemable, in accordance with this Article Eleven, at any time, at
          the option of the Company, in whole or from time to time in part, upon
          not less than 30 nor more than 60 days' prior notice, on any date
          prior to their maturity at a Redemption Price equal to the sum of 100%
          of the principal amount thereof and the Make-Whole Amount and any
          accrued and unpaid interest, to the Redemption Date (subject to the
          rights of holders of record on the relevant Regular Record Date that
          is on or prior to the Redemption Date to receive interest due on the
          relevant Interest Payment Date). The Make-Whole Amount with respect to
          such a redemption shall be calculated by an independent investment
          banking institution of national standing appointed by the Company. If
          the Company fails to so appoint an independent investment banking
          institution at least 45 Business Days prior to the Redemption Date, or
          if such institution is unwilling or unable to calculate the Make-Whole
          Amount, the calculation of such Make-Whole Amount shall be made by an
          independent investment banking institution of national standing
          appointed by the Trustee. If, for purposes of calculating the
          Make-Whole Amount, the Reinvestment Rate shall not be available as set
          forth in the definition thereof, the Reinvestment Rate shall be
          calculated by interpolation or extrapolation of comparable rates
          selected by the independent investment banking institution.

SECTION 16. For the sole benefit of the Holders of the 2006 Senior Notes and the
2011 Senior Notes, a new Section 1108 shall be added to the Indenture as
follows:

               (a) Exchange Notes may from time to time be executed by the
     Company and delivered to the Trustee for authentication and the Trustee
     shall thereupon authenticate and deliver said Exchange Notes, upon
     cancellation of an equal amount of


                                       16

<PAGE>

     Restricted Securities tendered in exchange, upon a Company Order without
     further action by the Company.

               (b) No exchange of 2006 Senior Notes or 2011 Senior Notes for
     Exchange Notes shall occur until a Registration Statement shall have been
     declared effective by the Commission and any 2006 Senior Notes or 2011
     Senior Notes that are exchanged for Exchange Notes shall be cancelled by
     the Trustee.


SECTION 17. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS SIXTH
SUPPLEMENTAL INDENTURE.


SECTION 18. This Sixth Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but such counterparts shall together constitute but one and the same instrument.


SECTION 19. Except as herein amended with respect to the 2006 Senior Notes and
2011 Senior Notes, all applicable terms, conditions and provisions of the
Indenture, as supplemented, shall continue in full force and effect and shall
remain binding and enforceable in accordance with their respective terms.


                                       17

<PAGE>


                  IN WITNESS WHEREOF, the parties have caused this Sixth
Supplemental Indenture to be duly executed and attested, all as of the day and
year first written above.


                                 VIACOM INC.


                                 By:
                                     ------------------------------------------
                                     Name:
                                     Title:


ATTEST


By:
    ---------------------------
    Name:
    Title:


                                 VIACOM INTERNATIONAL INC.


                                 By:
                                     ------------------------------------------
                                     Name:
                                     Title:


ATTEST


By:
    ---------------------------
    Name:
    Title:


                                 CITIBANK, N.A.


                                 By:
                                     ------------------------------------------
                                     Name:
                                     Title:


ATTEST


By:
    ---------------------------
    Name:
    Title:


<PAGE>

                    EXHIBIT A TO SIXTH SUPPLEMENTAL INDENTURE


          Unless and until a Security is exchanged for an Exchange Note or sold
in connection with an effective Registration Statement pursuant to the
Registration Rights Agreement, (i) the U.S. Global Notes shall bear the legend
set forth below on the face thereof and (ii) the Offshore Global Notes shall
bear the legend set forth below on the face thereof until at least the 41st day
after the Closing Date and receipt by the Company and the Trustee of a
certificate substantially in the form of Appendix I hereto:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS NOTE
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT (" RULE 144A")), OR (B) IT IS NOT
A U.S. PERSON AND IS ACQUIRING THIS SENIOR SECURITY IN AN "OFFSHORE TRANSACTION"
PURSUANT TO RULE 903 OR 904 OF REGULATION S, (2) AGREES NOT TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SENIOR SECURITY PRIOR TO THE DATE WHICH IS THE LATER OF
(X) TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) OF THE
SECURITIES ACT) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR ANY
PREDECESSOR OF THIS SENIOR SECURITY) AND THE LAST DATE ON WHICH VIACOM OR ANY
AFFILIATE OF VIACOM WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE)
AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE
"RESALE RESTRICTION TERMINATION DATE") EXCEPT (A) TO VIACOM OR ANY SUBSIDIARY
THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SENIOR SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A INSIDE THE UNITED STATES, TO A PERSON
IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND
SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION WITHIN THE MEANING AND
CONSISTENT WITH THE TERMS AND CONDITIONS OF REGULATION S UNDER THE SECURITIES
ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH
PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND; PROVIDED THAT VIACOM, THE TRUSTEE, THE TRANSFER AGENT AND THE
REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I)
PURSUANT


<PAGE>

TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION REASONABLY SATISFACTORY TO EACH OF THEM,
AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND
DELIVERED BY THE TRANSFEROR TO VIACOM AND THE TRUSTEE. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE. AS USED HEREIN, THE TERMS "UNITED STATES," "OFFSHORE TRANSACTION," AND
"U.S. PERSON" HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER
THE SECURITIES ACT.

          Each Offshore Global Note shall bear the following legend: PRIOR TO
EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING, OF
REGULATION S, THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHIN THE UNITED STATES OR TO A U.S. PERSON OR FOR THE ACCOUNT OR
BENEFIT OF A U.S. PERSON.

        Each Global Security shall bear the following legend: Unless this
certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to the Company (as defined below)
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
is requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

        Any Global Security issued hereunder shall bear a legend in
substantially the following form: This Security is a Global Security within the
meaning of the Indenture hereinafter referred to and is registered in the name
of the Depositary or a nominee of the Depositary. This Security is exchangeable
for Securities registered in the name of a person other than the Depositary or
its nominee only in the limited circumstances described in the Indenture, and
may not be transferred except as a whole by the Depositary to a nominee of the
Depositary by a nominee of the Depositary, by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the Depositary or any such
nominee to a successor Depositary or a nominee of such a successor Depositary.

         Unless and until it is exchanged in whole or in part for
Securities in definitive registered form in accordance with the provisions of
the Indenture (as defined below) applicable to such exchange, this certificate
may not be transferred except as a whole by DTC to a nominee of DTC or by a
nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to
a successor Depository or a nominee of such successor Depository.


<PAGE>



                                   VIACOM INC.

                           6.40% Senior Notes due 2006

                   Unconditionally guaranteed as to payment of
                          principal of and interest by
                            VIACOM INTERNATIONAL INC.
                   (a wholly owned subsidiary of Viacom Inc.)

No.                                                                  $

                                                                          CUSIP:
                                                                           CINS:
                                                                           ISIN:

          Viacom Inc., a Delaware corporation (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of $     on January 30, 2006 at the office
or agency of the Company referred to below, and to pay interest thereon on July
30, 2001 and semi-annually thereafter, on January 30 and July 30 in each year,
from May 17, 2001, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, at the rate of 6.40% per annum,
until theprincipal hereof is paid or duly provided for. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid, in immediately available funds, to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the January 15 or July 15, as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for shall forthwith cease to be payable to the Holder on such
Regular Record Date, and such defaulted interest, may be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities not less than 10 days prior to such Special Record Date,
or may be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture. Payment of the principal of and interest on this
Security will be made at the Corporate Trust Office of the Trustee or such other
office or agency of the Company as may be designated for such purpose, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided however, that
each installment of interest and principal on this Security may at the Company's
option be paid in immediately available funds by transfer to an account
maintained by the payee located in the United States.

          The statements set forth in the restrictive legends above are an
integral part of the terms of this Note and by acceptance hereof each holder of
this Note agrees to be subject to and bound by terms and provisions set forth in
such legend.


<PAGE>

          This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), unlimited in aggregate principal
amount, issued and to be issued in one or more series under an indenture dated
as of May 15, 1995 among the Company, Viacom +International Inc., as guarantor
(the "Guarantor") and Citibank, N.A., as successor to State Street Bank and
Trust Company and The First National Bank of Boston, trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), as
supplemented by the First Supplemental Indenture dated as of May 24, 1995 among
the Company, the Guarantor and the trustee party thereto, as supplemented and
amended by the Second Supplemental Indenture and Amendment No. 1 dated as of
December 15, 1995 among the Company, the Guarantor and the trustee party
thereto, as supplemented by the Third Supplemental Indenture dated as of July
22, 1996, among the Company, the Guarantor and the trustee party thereto, as
supplemented by the Fourth Supplemental Indenture dated as of August 1, 2000
among the Company, the Guarantor and the Trustee, as supplemented by the Fifth
Supplemental Indenture dated as of January 17, 2001 among the Company, the
Guarantor and the Trustee, and as further supplemented by the Sixth Supplemental
Indenture dated as of May 17, 2001 among the Company, the Guarantor and the
Trustee (as so supplemented and amended, the "Indenture"), to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights, limitations of rights, duties, obligations and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of a series designated as
6.40% Senior Notes due 2006, initially limited in aggregate principal amount to
$400,000,000. This Security is a global Security representing $     of the
Securities.

          INCLUDE IF SECURITY IS A GLOBAL NOTE: This Security is a "book-entry"
Security and is being registered in the name of Cede & Co. as nominee of The
Depository Trust Company ("DTC"), a clearing agency. Subject to the terms of the
Indenture, this Security will be held by a clearing agency or its nominee, and
beneficial interest will be held by beneficial owners through the book-entry
facilities of such clearing agency or its nominee in minimum denominations of
$1,000 and integral multiples thereof. As long as this Security is registered in
the name of DTC or its nominee, the Trustee will make payments of principal of
and interest on this Security by wire transfer of immediately available funds to
DTC or its nominee. Notwithstanding the above, the final payment on this
Security will be made after due notice by the Trustee of the pendency of such
payment and only upon presentation and surrender of this Security at its
principal corporate trust office or such other offices or agencies appointed by
the Trustee for that purpose and such other locations provided in the Indenture.

         The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement, dated as of May 17, 2001. In the event that (i) the Company
fails to file an Exchange Offer Registration Statement with respect to the Notes
with the Commission on or prior to the 60th calendar day following the Closing
Date, (ii) the Commission does not declare such Exchange Offer Registration
Statement effective on or prior to the 180th calendar day following the Closing
Date, (iii) the Exchange Offer is not consummated on or prior to the 45th
calendar day following the effective date of the Exchange Offer Registration
Statement, provided that such consummation shall not be required to be made on
or before July 30, 2001, or (iv) if required, a Shelf Registration Statement
with respect to the Notes is not declared effective by the Commission on or
prior to the 240th calendar day following the Closing Date or ceases to be
effective or usable during the periods specified in the Registration Rights
Agreement (each, a


<PAGE>

"Registration Default"), the per annum interest rate borne by the Notes shall be
increased by one-quarter of one percent (0.25%) per annum from the end of the
applicable period giving rise to such Registration Default. The interest rate
borne by the Notes will be increased by an additional one-quarter of one percent
(0.25%) per annum for each subsequent 90-day period during which any such
Registration Default continues; provided that the aggregate increase in such
annual interest rate may in no event exceed one-half of one percent (0.50%) per
annum. Following the cure of all Registration Defaults, the interest rate borne
by the Notes shall be reduced to the original interest rate borne by the Notes.
No increase in the rate shall be payable for any period during which a Shelf
Registration is effective. All accrued additional interest shall be paid to
Holders by the Company in the same manner as interest is paid pursuant to the
Indenture. All terms used in this Note that are defined in the Registration
Rights Agreement shall have the meanings assigned to them in the Registration
Rights Agreement.

         If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

         The Securities of this series are not subject to any sinking fund and
are subject to redemption prior to maturity as set forth below.

         In the event that as a result of any change in, or amendments to, any
laws (or any regulations or rulings promulgated thereunder) of the United States
(or any political subdivision or taxing authority thereof or therein) or any
change in, or amendments to, an official position regarding the application of
such laws, regulations or rulings, which change or amendment is announced or
becomes effective thereunder after January 9, 2001, the Company has become or,
based upon a written opinion of independent counsel selected by the Company,
will become obligated to pay, with respect to this series of Securities, any
Additional Amounts, the Company may redeem all, but not less than all, the
Securities of such series at any time at 100% of the principal amount thereof,
together with accrued interest thereon, if any, to the Redemption Date (subject
to the rights of holders of record on the relevant Regular Record Date that is
prior to the Redemption Date to receive interest on the relevant Interest
Payment Date).

         INCLUDE IF SECURITY IS A GLOBAL SECURITY: In the event of a deposit or
withdrawal of an interest in this Security, including an exchange, transfer,
repurchase or conversion of this Security in part only, the Trustee, as
custodian of the Depository, shall make an adjustment on its records to reflect
such deposit or withdrawal in accordance with the rules and procedures of the
Depositary.

         INCLUDE IF SECURITY IS A RESTRICTED SECURITY: Subject to certain
limitations in the Indenture, at any time when the Company is not subject to
Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended,
upon the request of a Holder of a Restricted Security, the Company will promptly
furnish or cause to be furnished Rule 144A Information (as defined below) to
such Holder of Restricted Securities, or to a prospective purchaser of any such
security designated by any such Holder, to the extent required to permit
compliance by any such Holder with Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act"). "Rule 144A Information" shall be such
information as is specified pursuant to Rule 144A(d)(4) under the Securities Act
(or any successor provision thereto).


<PAGE>

         The Indenture contains provisions for defeasance at any time of (a)
the entire indebtedness of the Company on this Security and (b) certain
restrictive covenants and the related Defaults and Events of Default, upon
compliance by the Company with certain conditions set forth therein, which
provisions apply to this Security.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company, the Guarantor and the
Trustee with the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series affected thereby. The
Indenture also contains provisions permitting the Holders of not less than
specified percentages in aggregate principal amount of the Outstanding
Securities of each series, on behalf of the Holders of all the Securities of
such series, to waive compliance by the Company and the Guarantor with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by or on behalf of the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Security.

         As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security of this series will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to this series, the Holders of not less
than 25% in principal amount of the Outstanding Securities of this series shall
have made written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, and the Trustee shall not have received
from the Holders of a majority in principal amount of the Outstanding Securities
of this series a direction inconsistent with such request and shall have failed
to institute such proceeding within 60 days; provided, however, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of or interest on this Security on or
after the respective due dates expressed herein.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Security at the times, place, and rate, and in the coin or currency, herein
prescribed.

         As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registerable on the Security
Register of the Company, upon surrender of this Security for registration of
transfer at the office or agency of the Company maintained for such purpose in
New York, New York or at such other office or agency as the Company may
designate, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities of this series of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.


<PAGE>

         The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
the Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of a different authorized denomination,
as requested by the Holder surrendering the same.

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.

         Prior to the time of due presentment of this Security for registration
of transfer, the Company, the Guarantor, the Trustee and any agent of the
Company, the Guarantor or the Trustee may treat the Person in whose name this
Security is registered as the absolute owner hereof for all purposes, whether or
not this Security be overdue, and none of the Company, the Guarantor, the
Trustee or any agent of the Company, the Guarantor or the Trustee shall be
affected by notice to the contrary.

         If at any time, a Depositary is at any time unwilling or unable to
continue as Depositary and a successor Depositary is not appointed by the
Company within 90 days, then the Company will execute and the Trustee will
authenticate and deliver Securities in definitive registered form, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of this Security in exchange for this Security. Such Securities in
definitive registered form shall be registered in such names and issued in such
authorized denominations as the Depositary, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. The
Trustee shall deliver such Securities to the Persons in whose names such
Securities are so registered.

         Unless the certificate of authentication hereon has been duly executed
by or on behalf of Citibank, N.A., the Trustee under the Indenture, or its
successor thereunder, by the manual signature of one of its authorized officers,
this Security shall not be entitled to any benefit under the Indenture, or be
valid or obligatory for any purpose.

         This Security shall be governed by, and construed in accordance with,
the laws of the State of New York.



<PAGE>


           IN WITNESS WHEREOF, the Company has caused this instrument to be duly
duly executed.

Dated:                   , 2001               VIACOM INC.,
                                              as Issuer



                                              By:
                                                  -------------------

Attest:



-------------------------------
Authorized Signature



<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


           This is one of the Securities of a series referred to in the
within-mentioned Indenture.

                                              CITIBANK, N.A., as Trustee



                                              By:
                                                  ----------------------
                                                  Authorized Signatory

Dated:               , 2001


<PAGE>

                     GUARANTEE OF VIACOM INTERNATIONAL INC.


           FOR VALUE RECEIVED, VIACOM INTERNATIONAL INC., a corporation duly
organized and existing under the laws of the State of Delaware (herein called
the "Guarantor", which term includes any successor corporation under the
Indenture referred to in the Security upon which this Guarantee is endorsed),
hereby fully and unconditionally guarantees to the holder of the Security upon
which this Guarantee is endorsed the due and punctual payment of the principal
of and interest (including, in case of default, interest on principal and, to
the extent permitted by applicable law, on overdue interest), if any, on this
Security, when and as the same shall become due and payable, whether at Stated
Maturity, upon redemption, upon declaration of acceleration or otherwise,
according to the terms thereof and of the Indenture referred to therein. In case
of the failure of Viacom Inc. or any successor thereto (herein called the
"Company") punctually to pay any such principal or interest, the Guarantor
hereby agrees to cause any such payment to be made punctually when and as the
same shall become due and payable, whether at Stated Maturity, upon redemption,
upon declaration of acceleration or otherwise, as if such payment were made by
the Company.

           The Guarantor hereby agrees that its obligations hereunder shall be
as if it were principal debtor and not merely surety, and shall be absolute and
unconditional, irrespective of the identity of the Company, the validity,
regularity or enforceability of this Security or said Indenture, the absence of
any action to enforce the same, any waiver or consent by the Holder of this
Security with respect to any provisions thereof, the recovery of any judgment
against the Company or any action to enforce the same, or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever and covenants that this Guarantee
will not be discharged except by complete performance of the obligations
contained in this Security and in this Guarantee.

           The Guarantor shall be subrogated to all rights of the Holder of this
Security against the Company in respect of any amounts paid by the Guarantor
pursuant to the provisions of this Guarantee or the Indenture referred to in
this Security; provided, however, that the Guarantor shall not be entitled to
enforce or to receive any payment arising out of, or based upon, such right of
subrogation until the principal of and interest on all Securities of the series
of which the Security upon which this Guarantee is endorsed constitutes a part
shall have been indefeasibly paid in full.

           The Indenture provides that in the event that this Guarantee would
constitute or result in a fraudulent transfer or conveyance for purposes of, or
result in a violation of, any United States federal, or applicable United States
state, fraudulent transfer or conveyance or similar law, then the liability of
the Guarantor hereunder shall be reduced to the extent necessary to eliminate
such fraudulent transfer or conveyance or violation under the applicable
fraudulent transfer or conveyance or similar law.

           If the Trustee or the Holder of the Security upon which this
Guarantee is endorsed is required by any court or otherwise to return to the
Company or the Guarantor, or any


<PAGE>

custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official acting in relation to the Company or the Guarantor, any amount
paid to the Trustee or such Holder in respect of the Security upon which this
Guarantee is endorsed, this Guarantee, to the extent theretofore discharged,
shall be reinstated in full force and effect. The Guarantor further agrees, to
the fullest extent that it may lawfully do so, that, as between the Guarantor,
on the one hand, and the Holders and the Trustee, on the other hand, the
maturity of the obligations guaranteed hereby may be accelerated as provided in
Article Five of the Indenture for the purposes of this Guarantee,
notwithstanding any stay, injunction or other prohibition extant under any
applicable bankruptcy law preventing such acceleration in respect of the
obligations guaranteed hereby.

           This Guarantee shall be governed by, and construed in accordance
with, the laws of the State of New York.

           Subject to the next following paragraph, the Guarantor hereby
certifies and warrants that all acts, conditions and things required to be done
and performed and to have happened precedent to the creation and issuance of
this Guarantee and to constitute the same valid obligation of the Guarantor have
been done and performed and have happened in due compliance with all applicable
laws.

           This Guarantee shall not be valid or become obligatory for any
purpose until the certificate of authentication on the Security upon which this
Guarantee is endorsed has been signed by the Trustee under the Indenture
referred to in this Security.


<PAGE>



           IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to
be signed by its Chairman of the Board, or its Vice Chairman of the Board, or
its President, or one of its Executive Vice Presidents or Vice Presidents, or by
its Treasurer or one of its Assistant Treasurers and attested by its Secretary
or one of its Assistant Secretaries, manually or in facsimile.

Dated:                   , 2001               VIACOM INTERNATIONAL INC.



                                              By:
                                                  ----------------------



ATTEST:



-------------------------------


<PAGE>


                    EXHIBIT B TO SIXTH SUPPLEMENTAL INDENTURE


          Unless and until a Security is exchanged for an Exchange Note or
sold in connection with an effective Registration Statement pursuant to the
Registration Rights Agreement, (i) the U.S. Global Notes shall bear the legend
set forth below on the face thereof and (ii) the Offshore Global Notes shall
bear the legend set forth below on the face thereof until at least the 41st day
after the Closing Date and receipt by the Company and the Trustee of a
certificate substantially in the form of Appendix I hereto:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS NOTE
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT (" RULE 144A")), OR (B) IT IS NOT
A U.S. PERSON AND IS ACQUIRING THIS SENIOR SECURITY IN AN "OFFSHORE TRANSACTION"
PURSUANT TO RULE 903 OR 904 OF REGULATION S, (2) AGREES NOT TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SENIOR SECURITY PRIOR TO THE DATE WHICH IS THE LATER OF
(X) TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) OF THE
SECURITIES ACT) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR ANY
PREDECESSOR OF THIS SENIOR SECURITY) AND THE LAST DATE ON WHICH VIACOM OR ANY
AFFILIATE OF VIACOM WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE)
AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE
"RESALE RESTRICTION TERMINATION DATE") EXCEPT (A) TO VIACOM OR ANY SUBSIDIARY
THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SENIOR SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A INSIDE THE UNITED STATES, TO A PERSON
IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND
SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION WITHIN THE MEANING AND
CONSISTENT WITH THE TERMS AND CONDITIONS OF REGULATION S UNDER THE SECURITIES
ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH
PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND; PROVIDED THAT VIACOM, THE TRUSTEE, THE TRANSFER AGENT AND THE
REGISTRAR SHALL

                                      B-1


<PAGE>


HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSES
(D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION REASONABLY SATISFACTORY TO EACH OF THEM, AND (II) IN
EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO VIACOM AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED
HEREIN, THE TERMS "UNITED STATES," "OFFSHORE TRANSACTION," AND "U.S. PERSON"
HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
ACT.

          Each Offshore Global Note shall bear the following legend:  PRIOR TO
EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF
REGULATION S, THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHIN THE UNITED STATES OR TO A U.S. PERSON OR FOR THE ACCOUNT OR
BENEFIT OF A U.S. PERSON.

          Each Global Security shall bear the following legend: Unless this
certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to the Company (as defined below) or
its agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

          Any Global Security issued hereunder shall bear a legend in
substantially the following form: This Security is a Global Security within the
meaning of the Indenture hereinafter referred to and is registered in the name
of the Depositary or a nominee of the Depositary. This Security is exchangeable
for Securities registered in the name of a person other than the Depositary or
its nominee only in the limited circumstances described in the Indenture, and
may not be transferred except as a whole by the Depositary to a nominee of the
Depositary by a nominee of the Depositary, by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the Depositary or any such
nominee to a successor Depositary or a nominee of such a successor Depositary.

          Unless and until it is exchanged in whole or in part for Securities in
definitive registered form in accordance with the provisions of the Indenture
(as defined below) applicable to such exchange, this certificate may not be
transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC
to DTC or another nominee of DTC or by DTC or any such nominee to a successor
Depository or a nominee of such successor Depository.


<PAGE>

                                   VIACOM INC.

                          6.625% Senior Notes due 2011

                   Unconditionally guaranteed as to payment of
                          principal of and interest by
                            VIACOM INTERNATIONAL INC.
                   (a wholly owned subsidiary of Viacom Inc.)

No.                                                                 $

                                                                          CUSIP:
                                                                           CINS:
                                                                           ISIN:

          Viacom Inc., a Delaware corporation (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of $     on May 15, 2011 at the office or
agency of the Company referred to below, and to pay interest thereon on November
15, 2001 and semi-annually thereafter, on May 15 and November 15 in each year,
from May 17, 2001, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, at the rate of 6.625% per annum,
until the principal hereof is paid or duly provided for. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid, in immediately available funds, to
the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such
interest, which shall be the May 1 or November 1, as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for shall forthwith cease to be payable to the Holder on such
Regular Record Date, and such defaulted interest, may be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities not less than 10 days prior to such Special Record Date,
or may be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture. Payment of the principal of and interest on this
Security will be made at the Corporate Trust Office of the Trustee or such other
office or agency of the Company as may be designated for such purpose, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided however, that
each installment of interest and principal on this Security may at the Company's
option be paid in immediately available funds by transfer to an account
maintained by the payee located in the United States.

          The statements set forth in the restrictive legends above are an
integral part of the terms of this Note and by acceptance hereof each holder of
this Note agrees to be subject to and bound by terms and provisions set forth in
such legend.

                                      B-1


<PAGE>

          This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), unlimited in aggregate
principal amount, issued and to be issued in one or more series under an
indenture dated as of May 15, 1995 among the Company, Viacom +International
Inc., as guarantor (the "Guarantor") and Citibank, N.A., as successor to State
Street Bank and Trust Company and The First National Bank of Boston, trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), as supplemented by the First Supplemental Indenture dated as of
May 24, 1995 among the Company, the Guarantor and the trustee party thereto, as
supplemented and amended by the Second Supplemental Indenture and Amendment No.
1 dated as of December 15, 1995 among the Company, the Guarantor and the trustee
party thereto, as supplemented by the Third Supplemental Indenture dated as of
July 22, 1996, among the Company, the Guarantor and the trustee party thereto,
as supplemented by the Fourth Supplemental Indenture dated as of August 1, 2000
among the Company, the Guarantor and the Trustee, as supplemented by the Fifth
Supplemental Indenture dated as of January 17, 2001 among the Company, the
Guarantor and the Trustee, and as further supplemented by the Sixth Supplemental
Indenture dated as of May 17, 2001 among the Company, the Guarantor and the
Trustee (as so supplemented and amended, the "Indenture"), to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights, limitations of rights, duties, obligations and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of a series designated as
6.625% Senior Notes due 2011, initially limited in aggregate principal amount to
$1,000,000,000. This Security is a global Security representing $     of the
Securities.

          INCLUDE IF SECURITY IS A GLOBAL NOTE: This Security is a "book-entry"
Security and is being registered in the name of Cede & Co. as nominee of The
Depository Trust Company ("DTC"), a clearing agency. Subject to the terms of the
Indenture, this Security will be held by a clearing agency or its nominee, and
beneficial interest will be held by beneficial owners through the book-entry
facilities of such clearing agency or its nominee in minimum denominations of
$1,000 and integral multiples thereof. As long as this Security is registered in
the name of DTC or its nominee, the Trustee will make payments of principal of
and interest on this Security by wire transfer of immediately available funds to
DTC or its nominee. Notwithstanding the above, the final payment on this
Security will be made after due notice by the Trustee of the pendency of such
payment and only upon presentation and surrender of this Security at its
principal corporate trust office or such other offices or agencies appointed by
the Trustee for that purpose and such other locations provided in the Indenture.

          The Holder of this Note is entitled to the benefits of the
Registration Rights Agreement, dated as of May 17, 2001. In the event that (i)
the Company fails to file an Exchange Offer Registration Statement with respect
to the Notes with the Commission on or prior to the 60th calendar day following
the Closing Date, (ii) the Commission does not declare such Exchange Offer
Registration Statement effective on or prior to the 180th calendar day following
the Closing Date, (iii) the Exchange Offer is not consummated on or prior to the
45th calendar day following the effective date of the Exchange Offer
Registration Statement, provided that such consummation shall not be required to
be made on or before July 30, 2001, or (iv) if required, a Shelf Registration
Statement with respect to the Notes is not declared effective by the Commission
on or prior to the 240th calendar day following the Closing Date or ceases to be
effective or usable during the periods specified in the Registration Rights
Agreement (each, a


<PAGE>

"Registration Default"), the per annum interest rate borne by the Notes shall be
increased by one-quarter of one percent (0.25%) per annum from the end of the
applicable period giving rise to such Registration Default. The interest rate
borne by the Notes will be increased by an additional one-quarter of one percent
(0.25%) per annum for each subsequent 90-day period during which any such
Registration Default continues; provided that the aggregate increase in such
annual interest rate may in no event exceed one-half of one percent (0.50%) per
annum. Following the cure of all Registration Defaults, the interest rate borne
by the Notes shall be reduced to the original interest rate borne by the Notes.
No increase in the rate shall be payable for any period during which a Shelf
Registration is effective. All accrued additional interest shall be paid to
Holders by the Company in the same manner as interest is paid pursuant to the
Indenture. All terms used in this Note that are defined in the Registration
Rights Agreement shall have the meanings assigned to them in the Registration
Rights Agreement.

          If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

          The Securities of this series are not subject to any sinking fund and
are subject to redemption prior to maturity as set forth below.

          In the event that as a result of any change in, or amendments to, any
laws (or any regulations or rulings promulgated thereunder) of the United States
(or any political subdivision or taxing authority thereof or therein) or any
change in, or amendments to, an official position regarding the application of
such laws, regulations or rulings, which change or amendment is announced or
becomes effective thereunder after May 10, 2001, the Company has become or,
based upon a written opinion of independent counsel selected by the Company,
will become obligated to pay, with respect to this series of Securities, any
Additional Amounts, the Company may redeem all, but not less than all, the
Securities of such series at any time at 100% of the principal amount thereof,
together with accrued interest thereon, if any, to the Redemption Date (subject
to the rights of holders of record on the relevant Regular Record Date that is
prior to the Redemption Date to receive interest on the relevant Interest
Payment Date).

          The Securities of this series will be redeemable at any time, at the
option of the Company, in whole or from time to time in part, upon not less than
30 nor more than 60 days' prior notice, on any date prior to their maturity at a
Redemption Price equal to the sum of 100% of the principal amount thereof and
the Make-Whole Amount and any accrued and unpaid interest, to the Redemption
Date (subject to the rights of holders of record on the relevant Regular Record
Date that is on or prior to the Redemption Date to receive interest due on the
relevant Interest Payment Date).

          In the case of any partial redemption, selection of the Securities of
this series for redemption will be made by the Trustee in compliance with the
requirements of the principal national securities exchange, if any, on which the
Securities of this series are listed or, if the Securities of this series are
not listed on a national securities exchange, by lot or by such other method as
the Trustee in its sole discretion shall deem to be fair and appropriate;
provided that no Securities of this series of $1,000 in principal amount or less
shall be redeemed in part. If any Note is to be redeemed in part only, the
notice of redemption relating to such Security shall state


<PAGE>

the portion of the principal amount thereof to be redeemed. A new Security in
principal amount equal to the unredeemed portion thereof will be issued in the
name of the Holder thereof upon cancellation of the original Security.

          INCLUDE IF SECURITY IS A GLOBAL SECURITY: In the event of a deposit
or withdrawal of an interest in this Security, including an exchange, transfer,
repurchase or conversion of this Security in part only, the Trustee, as
custodian of the Depository, shall make an adjustment on its records to reflect
such deposit or withdrawal in accordance with the rules and procedures of the
Depositary.

          INCLUDE IF SECURITY IS A RESTRICTED SECURITY: Subject to certain
limitations in the Indenture, at any time when the Company is not subject to
Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended,
upon the request of a Holder of a Restricted Security, the Company will promptly
furnish or cause to be furnished Rule 144A Information (as defined below) to
such Holder of Restricted Securities, or to a prospective purchaser of any such
security designated by any such Holder, to the extent required to permit
compliance by any such Holder with Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act"). "Rule 144A Information" shall be such
information as is specified pursuant to Rule 144A(d)(4) under the Securities Act
(or any successor provision thereto).

          The Indenture contains provisions for defeasance at any time of (a)
the entire indebtedness of the Company on this Security and (b) certain
restrictive covenants and the related Defaults and Events of Default, upon
compliance by the Company with certain conditions set forth therein, which
provisions apply to this Security.

          The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company, the Guarantor and the
Trustee with the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series affected thereby. The
Indenture also contains provisions permitting the Holders of not less than
specified percentages in aggregate principal amount of the Outstanding
Securities of each series, on behalf of the Holders of all the Securities of
such series, to waive compliance by the Company and the Guarantor with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by or on behalf of the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Security.

          As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security of this series will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to this series, the Holders of not less
than 25% in principal amount of the Outstanding Securities of this series shall
have made written request, andoffered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, and the Trustee shall not have received
from the Holders of a majority in principal amount of the


<PAGE>

Outstanding Securities of this series a direction inconsistent with such request
and shall have failed to institute such proceeding within 60 days; provided,
however, that such limitations do not apply to a suit instituted by the Holder
hereof for the enforcement of payment of the principal of or interest on this
Security on or after the respective due dates expressed herein.

          No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Security at the times, place, and rate, and in the coin or currency, herein
prescribed.

          As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registerable on the Security
Register of the Company, upon surrender of this Security for registration of
transfer at the office or agency of the Company maintained for such purpose in
New York, New York or at such other office or agency as the Company may
designate, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities of this series of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.

          The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
the Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of a different authorized denomination,
as requested by the Holder surrendering the same.

          No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.

          Prior to the time of due presentment of this Security for registration
of transfer, the Company, the Guarantor, the Trustee and any agent of the
Company, the Guarantor or the Trustee may treat the Person in whose name this
Security is registered as the absolute owner hereof for all purposes, whether or
not this Security be overdue, and none of the Company, the Guarantor, the
Trustee or any agent of the Company, the Guarantor or the Trustee shall be
affected by notice to the contrary.

          If at any time, a Depositary is at any time unwilling or unable to
continue as Depositary and a successor Depositary is not appointed by the
Company within 90 days, then the Company will execute and the Trustee will
authenticate and deliver Securities in definitive registered form, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of this Security in exchange for this Security. Such Securities in
definitive registered form shall be registered in such names and issued in such
authorized denominations as the Depositary, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. The
Trustee shall deliver such Securities to the Persons in whose names such
Securities are so registered.


<PAGE>

          Unless the certificate of authentication hereon has been duly executed
by or on behalf of Citibank, N.A., the Trustee under the Indenture, or its
successor thereunder, by the manual signature of one of its authorized officers,
this Security shall not be entitled to any benefit under the Indenture, or be
valid or obligatory for any purpose.

          This Security shall be governed by, and construed in accordance with,
the laws of the State of New York.



<PAGE>


          IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed.

Dated:                   , 2001               VIACOM INC.,
                                              as Issuer



                                              By:
                                                  -------------------

Attest:



-------------------------------
Authorized Signature



<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


          This is one of the Securities of a series referred to in the
within-mentioned Indenture.

                                               CITIBANK, N.A., as Trustee



                                               By:
                                                   ----------------------
                                                   Authorized Signatory

Dated:               , 2001


<PAGE>


                     GUARANTEE OF VIACOM INTERNATIONAL INC.


          FOR VALUE RECEIVED, VIACOM INTERNATIONAL INC., a corporation duly
organized and existing under the laws of the State of Delaware (herein called
the "Guarantor", which term includes any successor corporation under the
Indenture referred to in the Security upon which this Guarantee is endorsed),
hereby fully and unconditionally guarantees to the holder of the Security upon
which this Guarantee is endorsed the due and punctual payment of the principal
of and interest (including, in case of default, interest on principal and, to
the extent permitted by applicable law, on overdue interest), if any, on this
Security, when and as the same shall become due and payable, whether at Stated
Maturity, upon redemption, upon declaration of acceleration or otherwise,
according to the terms thereof and of the Indenture referred to therein. In case
of the failure of Viacom Inc. or any successor thereto (herein called the
"Company") punctually to pay any such principal or interest, the Guarantor
hereby agrees to cause any such payment to be made punctually when and as the
same shall become due and payable, whether at Stated Maturity, upon redemption,
upon declaration of acceleration or otherwise, as if such payment were made by
the Company.

          The Guarantor hereby agrees that its obligations hereunder shall be
as if it were principal debtor and not merely surety, and shall be absolute and
unconditional, irrespective of the identity of the Company, the validity,
regularity or enforceability of this Security or said Indenture, the absence of
any action to enforce the same, any waiver or consent by the Holder of this
Security with respect to any provisions thereof, the recovery of any judgment
against the Company or any action to enforce the same, or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever and covenants that this Guarantee
will not be discharged except by complete performance of the obligations
contained in this Security and in this Guarantee.

          The Guarantor shall be subrogated to all rights of the Holder of this
Security against the Company in respect of any amounts paid by the Guarantor
pursuant to the provisions of this Guarantee or the Indenture referred to in
this Security; provided, however, that the Guarantor shall not be entitled to
enforce or to receive any payment arising out of, or based upon, such right of
subrogation until the principal of and interest on all Securities of the series
of which the Security upon which this Guarantee is endorsed constitutes a part
shall have been indefeasibly paid in full.

          The Indenture provides that in the event that this Guarantee would
constitute or result in a fraudulent transfer or conveyance for purposes of, or
result in a violation of, any United States federal, or applicable United States
state, fraudulent transfer or conveyance or similar law, then the liability of
the Guarantor hereunder shall be reduced to the extent necessary to eliminate
such fraudulent transfer or conveyance or violation under the applicable
fraudulent transfer or conveyance or similar law.

          If the Trustee or the Holder of the Security upon which this
Guarantee is endorsed is required by any court or otherwise to return to the
Company or the Guarantor, or any


<PAGE>

custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official acting in relation to the Company or the Guarantor, any amount
paid to the Trustee or such Holder in respect of the Security upon which this
Guarantee is endorsed, this Guarantee, to the extent theretofore discharged,
shall be reinstated in full force and effect. The Guarantor further agrees, to
the fullest extent that it may lawfully do so, that, as between the Guarantor,
on the one hand, and the Holders and the Trustee, on the other hand, the
maturity of the obligations guaranteed hereby may be accelerated as provided in
Article Five of the Indenture for the purposes of this Guarantee,
notwithstanding any stay, injunction or other prohibition extant under any
applicable bankruptcy law preventing such acceleration in respect of the
obligations guaranteed hereby.

          This Guarantee shall be governed by, and construed in accordance with,
the laws of the State of New York.

          Subject to the next following paragraph, the Guarantor hereby
certifies and warrants that all acts, conditions and things required to be done
and performed and to have happened precedent to the creation and issuance of
this Guarantee and to constitute the same valid obligation of the Guarantor have
been done and performed and have happened in due compliance with all applicable
laws.

          This Guarantee shall not be valid or become obligatory for any purpose
until the certificate of authentication on the Security upon which this
Guarantee is endorsed has been signed by the Trustee under the Indenture
referred to in this Security.


<PAGE>


          IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to
be signed by its Chairman of the Board, or its Vice Chairman of the Board, or
its President, or one of its Executive Vice Presidents or Vice Presidents, or by
its Treasurer or one of its Assistant Treasurers and attested by its Secretary
or one of its Assistant Secretaries, manually or in facsimile.

Dated:                   , 2001                 VIACOM INTERNATIONAL INC.



                                                By:
                                                    ----------------------



ATTEST:



-------------------------------


<PAGE>


                   APPENDIX I TO SIXTH SUPPLEMENTAL INDENTURE




                              EXCHANGE CERTIFICATE

                                   VIACOM INC.

                           6.40% Senior Notes due 2006

                          6.625% Senior Notes due 2011

To:  Viacom Inc.
     1515 Broadway
     New York, NY 10036

     Citibank, N.A.
     111 Wall Street, 14th Floor
     New York, NY 10005

          We, as the seller of the Notes ("Seller"), are requesting a
transfer (tick one of the following) of:

-    our beneficial interest in the [Offshore Global 2006 Senior Notes /
     Offshore Global 2011 Senior Notes] to a purchaser wanting to receive a
     beneficial interest in the [U.S. Global 2006 Senior Notes / U.S. Global
     2011 Senior Notes].

-    our beneficial interest in the [Offshore Global 2006 Senior Notes /
     Offshore Global 2011 Senior Notes] to a purchaser wanting to receive a
     definitive restricted [2006 Senior Note / 2011 Senior Note].

-    our beneficial interest in the [Offshore Global 2006 Senior Notes /
     Offshore Global 2011 Senior Notes] to a purchaser wanting to receive a
     definitive [2006 Senior Note / 2011 Senior Note].

-    our unrestricted definitive [2006 Senior Note / 2011 Senior Note] to a
     purchaser wanting to receive a beneficial interest in the [U.S. Global 2006
     Senior Notes / U.S. Global 2011 Senior Notes].

-    our unrestricted definitive [2006 Senior Note / 2011 Senior Note] to a
     purchaser wanting to receive a restricted definitive [2006 Senior Note /
     2011 Senior Note].

-    our unrestricted definitive [2006 Senior Note / 2011 Senior Note] to a
     purchaser wanting to receive a beneficial interest in the [Offshore Global
     2006 Senior Notes / Offshore Global 2011 Senior Notes].


<PAGE>

-    our unrestricted definitive [2006 Senior Note / 2011 Senior Note] to a
     purchaser wanting to receive an unrestricted definitive [2006 Senior Note /
     2011 Senior Note].

-    our restricted definitive [2006 Senior Note / 2011 Senior Note] to a
     purchaser wanting to receive a beneficial interest in the [Offshore Global
     2006 Senior Notes / Offshore Global 2011 Senior Notes].

-    our restricted definitive [2006 Senior Note / 2011 Senior Note] to a
     purchaser wanting to receive a beneficial interest in the [U.S. Global 2006
     Senior Notes / U.S. Global 2011 Senior Notes].

-    our restricted definitive [2006 Senior Note / 2011 Senior Note] to a
     purchaser wanting to receive an unrestricted definitive [2006 Senior Note /
     2011 Senior Note].

-    our restricted definitive [2006 Senior Note / 2011 Senior Note] to a
     purchaser wanting to receive a restricted definitive [2006 Senior Note /
     2011 Senior Note].

-    our beneficial interest in the [U.S. Global 2006 Senior Notes / U.S. Global
     2011 Senior Notes] to a purchaser wanting to receive a beneficial interest
     in the [Offshore Global 2006 Senior Notes / Offshore Global 2011 Senior
     Notes].

-    our beneficial interest in the [Offshore Global 2006 Senior Notes /
     Offshore Global 2011 Senior Notes] to a purchaser wanting to receive a
     restricted definitive [2006 Senior Note / 2011 Senior Note].

-    our beneficial interest in the [U.S. Global 2006 Senior Notes / U.S. Global
     2011 Senior Notes] to a purchaser wanting to receive an unrestricted
     definitive [2006 Senior Note / 2011 Senior Note].

          In connection with such request, and in respect of such Securities,
we, as the Seller do hereby certify that such Securities are being transferred
in accordance with the transfer restrictions set forth in the offering
memorandum prepared in connection with the issuance of the Securities and the
Securities and that we are transferring such Securities (tick one of the
following):

-    to a person who the Seller reasonably believes is purchasing for its own
     account or accounts as to which it exercises sole investment discretion;
     such person and each such account is a "qualified institutional buyer" (as
     defined in Rule 144A of the United States Securities Act of 1933, as
     amended (the "Securities Act")); the purchaser is aware that the sale to it
     is being made in reliance upon Rule 144A; and such transaction meets the
     requirements of Rule 144A and is in accordance with any applicable
     securities laws of any state of the United States or any other
     jurisdiction, or

-    in accordance with Regulation S under the Securities Act, and accordingly
     the Seller does hereby certify that:

          (i) the offer of the Securities was not made to a person in the United
          States;


<PAGE>

          [(ii) at the time the buy order was originated, the Buyer was outside
          of the United States or the Seller or any person acting on its behalf
          reasonably believed that the Buyer was outside the United States;](1)

          [(ii) the transaction was executed in, or on or through the facilities
          of a designated offshore securities market and neither the Seller nor
          any person acting on its behalf knows that the transaction was
          prearranged with a Buyer in the United States;](1)

          (iii) no directed selling efforts have been made in contravention of
          the requirements of Rule 903(a) or 904(a) of Regulation S, as
          applicable;

          (iv) the transaction is not part of a plan or scheme to evade the
          registration requirements of the Securities Act; and

          (v) with regard to transfers occurring within the 40-Day Restricted
          Period, any beneficial interest in [Offshore Global 2006 Senior Notes
          / Offshore Global 2011 Senior Notes] shall be held through either
          Euroclear or Clearstream, Luxembourg.

-    other than in accordance with the above and documents are being furnished
     to the Company and the Registrar which comply with the conditions of
     transfer set forth in the [2006 Senior Note / 2011 Senior Note] and the
     relevant agreements.

If none of the foregoing boxes are ticked, the Registrar shall not be obliged to
register the transfer of the [2006 Senior Note / 2011 Senior Note].

Reference is hereby made to the Sixth Supplemental Indenture dated as of May 17,
2001, among Viacom Inc. (the "Company"), Viacom International Inc. (the
"Guarantor") and Citibank, N.A. to the Indenture dated as of May 15, 1995, among
the Company, the Guarantor and the trustee party thereto, as supplemented by the
First Supplemental Indenture, dated as of May 24, 1995, among the Company, the
Guarantor and the trustee party thereto, as supplemented and amended by the
Second Supplemental Indenture and Amendment No. 1, dated as of December 15,
1995, among the Company, the Guarantor and the trustee party thereto, as
supplemented by the Third Supplemental Indenture, dated as of July 22, 1996,
among the Company, the Guarantor and the trustee party thereto, as supplemented
by the Fourth Supplemental Indenture, dated as of August 1, 2000 among the
Company, the Guarantor and the Trustee and as further supplemented by the Fifth
Supplemental Indenture, dated as of January 17, 2001 among the Company, the
Guarantor and the Trustee (as so amended, the "Indenture"). Terms used but not
defined herein shall have the meanings given to them in the Indenture. Other
terms shall have the meanings given to them in Regulation S.





-------------------------
     (1)   Include only one of alternative paragraphs (ii) as appropriate.


<PAGE>




[NAME OF SELLER]



By:
    --------------------------------
         Name of Seller



Dated:
      ------------------------------



<PAGE>


                                FORM OF TRANSFER


FOR VALUE RECEIVED, the undersigned hereby transfers to


--------------------------------------------------------------------------------


--------------------------------------------------------------------------------


                                    (PRINT NAME AND ADDRESS OF TRANSFEREE)

U.S.$_______ principal amount of this Security, and all rights with respect
thereto, and irrevocably constitutes and appoints __________________ as attorney
to transfer this Security on the books kept for registration thereof, with full
power of substitution.



Dated
        -------------------------      -----------------------------------
                                       Certifying Signature


Signed
        -------------------------



Note:

     (i) The signature on this transfer form must correspond to the name as it
     appears on the face of this Security.

     (ii) A representative of the holder of this Security should state the
     capacity in which he or she signs (e.g., executor).

     (iii) The signature of the person effecting the transfer shall conform to
     any list of duly authorized specimen signatures supplied by the registered
     holder or shall be certified by a recognized bank, notary public or in such
     other manner as the paying agent, acting in its capacity as transfer agent
     or the Trustee, acting in its capacity as registrar, may require.