REGISTRATION RIGHTS AGREEMENT

                          Dated as of January 17, 2001



                                      among



                                  VIACOM INC.,



                           VIACOM INTERNATIONAL INC.,

                                  as Guarantor



                                       and



               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED


                                       and

                           SALOMON SMITH BARNEY, INC.


                            as the Initial Purchasers

<PAGE>


                          REGISTRATION RIGHTS AGREEMENT

              THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into as of January 17, 2001, by and among VIACOM INC., a Delaware
corporation (the "Company"), Viacom International Inc., a Delaware corporation
(the "Guarantor") and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and
SALOMON SMITH BARNEY, INC., in their respective capacities as initial purchasers
and as representatives of the each of the other initial purchasers named in
Schedule A hereto (collectively, the "Initial Purchasers").

              This Agreement is made pursuant to the Purchase Agreement dated
January 9, 2001, by and among the Company, the Guarantor and the Initial
Purchasers (the "Purchase Agreement"), which provides for the sale by the
Company to the Initial Purchasers and the guarantee by the Guarantor of
$400,000,000 aggregate principal amount of the Company's 6.40% senior notes due
2006 (the "2006 Senior Notes"), $500,000,000 aggregate principal amount of the
Company's 7.70% senior notes due 2010 (the "2010 Senior Notes", and together
with the 2006 Senior Notes, the "Senior Notes"; references to Senior Notes,
Exchange Notes and Registrable Senior Notes will be identically applicable to
both 2006 Senior Notes and 2010 Senior Notes unless otherwise indicated herein)
and $750,000,000 aggregate principal amount of the Company's 7.875% senior
debentures due 2030 (the "Senior Debentures", and together with the Senior
Notes, the "Senior Securities"). In order to induce the Initial Purchasers to
enter into the Purchase Agreement and in satisfaction of a condition to the
Initial Purchasers' obligations thereunder, the Company has agreed to provide to
the Initial Purchasers and their respective direct and indirect transferees and
assigns the registration rights set forth in this Agreement.

              In consideration of the foregoing, the parties hereto agree as
follows:

              1. Definitions. As used in this Agreement, the following
capitalized defined terms shall have the following meanings:

              "1933 Act" shall mean the Securities Act of 1933, as amended from
         time to time, and the rules and regulations of the SEC promulgated
         thereunder.

              "1934 Act" shall mean the Securities Exchange Act of 1934, as
         amended from time to time, and the rules and regulations of the SEC
         promulgated thereunder.

              "Closing Time" shall mean the Closing Time as defined in the
         Purchase Agreement.

              "Company" shall have the meaning set forth in the preamble and
         also includes the Company's successors.

              "Depositary" shall mean The Depository Trust Company, or any other
         depositary appointed by the Company, including any agent thereof;
         provided, however, that any such depositary must at all times have an
         address in the Borough of Manhattan, in The City of New York.

<PAGE>

              "Exchange Notes" or "Exchange Debentures" shall mean the Senior
         Notes and Senior Debentures, respectively, issued by the Company under
         the Indenture, and their respective guarantees by the Guarantor,
         containing terms identical to the Senior Notes and Senior Debentures
         (except that (i) interest thereon shall accrue from the last date on
         which interest was paid on the Senior Notes and Senior Debentures or,
         if no such interest has been paid, from the Closing Time, (ii) the
         transfer restrictions thereon shall be eliminated and (iii) certain
         provisions relating to an increase in the stated rate of interest
         thereon shall be eliminated) to be offered to Holders of Registrable
         Senior Notes or Registrable Senior Debentures in exchange for
         Registrable Senior Notes or Registrable Senior Debentures pursuant to
         the Exchange Offer.

              "Exchange Offer" shall mean the exchange offer by the Company and
         the Guarantor of Exchange Notes or Exchange Debentures for Registrable
         Senior Notes or Registrable Senior Debentures pursuant to Section 2(a)
         hereof.

              "Exchange Offer Registration" shall mean a registration under the
         1933 Act effected pursuant to Section 2(a) hereof.

              "Exchange Offer Registration Statement" shall mean an exchange
         offer registration statement on Form S-4 covering the Registrable
         Securities (or, if applicable, on another appropriate form), and all
         amendments and supplements to such registration statement, in each case
         including the Prospectus contained therein, all exhibits thereto and
         all material incorporated by reference therein.

              "Exchange Securities" shall mean the Exchange Notes and the
         Exchange Debentures, collectively.

              "Holders" shall mean the Initial Purchasers, for so long as they
         own any Registrable Securities, and each of their respective
         successors, assigns and direct and indirect transferees who become
         registered owners of Registrable Securities under the Indenture.

              "Indenture" shall mean the Indenture dated as of May 15, 1995, as
         supplemented by the First Supplemental Indenture, dated as of May 24,
         1995, as supplemented and amended by the Second Supplemental Indenture
         and Amendment No. 1, dated as of December 15, 1995, as supplemented by
         the Third Supplemental Indenture, dated as of July 22, 1996, as
         supplemented by the Fourth Supplemental Indenture, dated as of August
         1, 2000 and as further supplemented by the Fifth Supplemental
         Indenture, dated January 17, 2001, among the Company, 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, as Trustee, in each case relating to the Senior Notes and
         Senior Debentures and the Exchange Notes and Exchange Debentures and as
         the same may be amended and supplemented from time to time in
         accordance with the terms thereof.

              "Initial Purchasers" shall have the meaning set forth in the
         preamble of this Agreement.



                                        2
<PAGE>

              "Majority Holders" shall mean the Holders of a majority of the
         aggregate principal amount of Registrable Senior Notes and Registrable
         Senior Debentures outstanding; provided that whenever the consent or
         approval of Holders of a specified percentage of Registrable Senior
         Notes and Registrable Senior Debentures is required hereunder,
         Registrable Senior Notes and Registrable Senior Debentures held by the
         Company, the Guarantor or any of their affiliates (as such term is
         defined in Rule 405 under the 1933 Act) (other than the Initial
         Purchasers or subsequent holders of Registrable Senior Notes and
         Registrable Senior Debentures), if such subsequent holders are deemed
         to be such affiliates solely by reason of their holding of such
         Registrable Senior Notes and Registrable Senior Debentures, shall be
         disregarded in determining whether such consent or approval was given
         by the Holders of such required percentage or amount.

              "NASD" shall mean the National Association of Securities Dealers,
         Inc.

              "Participating Broker-Dealer" shall have the meaning set forth in
         Section 3(f).

              "Person" shall mean an individual, partnership, joint venture,
         limited liability company, corporation, trust or unincorporated
         organization, or a government or agency or political subdivision
         thereof.

              "Prospectus" shall mean the prospectus included in a Registration
         Statement, including any preliminary prospectus, and any such
         prospectus as amended or supplemented by any prospectus supplement,
         including a prospectus supplement with respect to the terms of the
         offering of any portion of the Registrable Senior Notes and Registrable
         Senior Debentures covered by a Shelf Registration Statement, and by all
         other amendments and supplements to a prospectus, including
         post-effective amendments, and in each case including all material
         incorporated by reference therein.

              "Purchase Agreement" shall have the meaning set forth in the
         preamble of this Agreement.

              "Registrable Senior Notes" and "Registrable Senior Debentures"
         shall mean the Senior Notes and Senior Debentures; provided, however,
         that the Senior Notes and Senior Debentures shall cease to be
         Registrable Senior Notes and Registrable Senior Debentures when (i) a
         Registration Statement with respect to such Senior Notes and Senior
         Debentures shall have been declared effective under the 1933 Act and
         such Senior Notes and Senior Debentures shall have been disposed of
         pursuant to such Registration Statement, (ii) such Senior Notes and
         Senior Debentures shall have been sold to the public pursuant to Rule
         144 (or any similar provision then in force, but not Rule 144A) under
         the 1933 Act, (iii) such Senior Notes and Senior Debentures shall have
         ceased to be outstanding or (iv) such Senior Notes and Senior
         Debentures have been exchanged for Exchange Notes and Exchange
         Debentures upon consummation of the Exchange Offer.

              "Registrable Securities" shall mean the Registrable Senior Notes
         and Registrable Senior Debentures, collectively.



                                        3
<PAGE>

              "Registration Expenses" shall mean any and all expenses incident
         to performance of or compliance by the Company and the Guarantor with
         this Agreement, including without limitation: (i) all SEC, stock
         exchange or NASD registration and filing fees, (ii) all fees and
         expenses incurred in connection with compliance with state or other
         securities or blue sky laws and compliance with the rules of the NASD
         (including reasonable fees and disbursements of counsel for any
         underwriters or Holders in connection with state or other securities or
         blue sky qualification of any of the Exchange Securities or Registrable
         Securities), (iii) all expenses of any Persons in preparing, printing
         and distributing any Registration Statement, any Prospectus, any
         amendments or supplements thereto, any underwriting agreements,
         securities sales agreements, certificates representing the Exchange
         Securities and other documents relating to the performance of and
         compliance with this Agreement, (iv) all rating agency fees, (v) all
         fees and expenses incurred in connection with the listing, if any, of
         any of the Exchange Securities or such Registrable Securities, covered
         by a Shelf Registration Statement, as applicable, on any securities
         exchange or exchanges, (vi) all fees and disbursements relating to the
         qualification of the Indenture under applicable securities laws, (vii)
         the fees and disbursements of counsel for the Company and the Guarantor
         and the fees and expenses of the independent public accountants of the
         Company and the Guarantor, including the expenses of any special audits
         or "cold comfort" letters required by or incident to such performance
         and compliance, (viii) the fees and expenses of a "qualified
         independent underwriter" as defined by Conduct Rule 2720 of the NASD
         (if required by the NASD rules) in connection with the offering of the
         Registrable Securities and the reasonable fees and expenses of its
         counsel, (ix) the reasonable fees and expenses of the Trustee, any
         registrar, any depositary and paying agent, including their respective
         counsel, and any escrow agent or custodian, (x) the reasonable fees and
         expenses of the Initial Purchasers in connection with the Exchange
         Offer, including the reasonable fees and expenses of counsel to the
         Initial Purchasers, (xi) the reasonable fees and expenses of one
         counsel to the Holders which shall be Hughes, Hubbard & Reed LLP in
         connection with the Shelf Registration Statement, and (xii) in the case
         of an underwritten offering, any reasonable fees and disbursements of
         the underwriters customarily required to be paid by issuers or sellers
         of such securities, including the reasonable fees and expenses of
         counsel to the underwriters, and the fees and expenses of any special
         experts retained by the Company and the Guarantor in connection with
         any Registration Statement but excluding (except as otherwise provided
         herein) fees of counsel to the underwriters or the Holders and
         underwriting discounts and commissions and any transfer taxes, if any,
         relating to the sale or disposition of Registrable Securities by a
         Holder.

              "Registration Statement" shall mean any registration statement of
         the Company and the Guarantor relating to any offering of the Exchange
         Securities or Registrable Securities pursuant to the provisions of this
         Agreement, and all amendments and supplements to any such Registration
         Statement, including post-effective amendments, in each case including
         the Prospectus contained therein, all exhibits thereto and all material
         incorporated by reference therein.

              "SEC" shall mean the Securities and Exchange Commission.



                                        4
<PAGE>

              "Shelf Registration" shall mean a registration effected pursuant
         to Section 2(b) hereof.

              "Shelf Registration Statement" shall mean a "shelf" registration
         statement of the Company and the Guarantor pursuant to the provisions
         of Section 2(b) of this Agreement which covers all of the Registrable
         Securities on an appropriate form under Rule 415 under the 1933 Act, or
         any similar rule that may be adopted by the SEC, and all amendments and
         supplements to such registration statement, including post-effective
         amendments, in each case including the Prospectus contained therein,
         all exhibits thereto and all material incorporated by reference
         therein.

              "Trustee" shall mean the trustee under the Indenture.

              2. Registration Under the 1933 Act.

              (a) Exchange Offer Registration. To the extent not prohibited by
any applicable law or applicable interpretation of the staff of the SEC, the
Company and the Guarantor shall (A) file with the SEC within 60 calendar days
after the Closing Time an Exchange Offer Registration Statement covering the
offer by the Company to the Holders to exchange all of the Registrable Senior
Notes and Registrable Senior Debentures for Exchange Notes and Exchange
Debentures, (B) use its reasonable best efforts to cause such Exchange Offer
Registration Statement to be declared effective by the SEC within 180 calendar
days after the Closing Time, (C) use its reasonable best efforts to cause such
Registration Statement to remain effective until the closing of the Exchange
Offer and (D) use its reasonable best efforts to consummate the Exchange Offer
within 45 calendar days after the effective date of the Exchange Offer
Registration Statement. The Exchange Notes and Exchange Debentures will be
issued under the Indenture. Upon the effectiveness of the Exchange Offer
Registration Statement, the Company and the Guarantor shall promptly commence
the Exchange Offer, it being the objective of such Exchange Offer to enable each
Holder (other than Participating Broker-Dealers (as defined in Section 3(f))
eligible and electing to exchange Registrable Senior Notes and Registrable
Senior Debentures for Exchange Notes and Exchange Debentures (assuming that such
Holder is not an affiliate of the Company or the Guarantor within the meaning of
Rule 405 under the 1933 Act, acquires the Exchange Notes and Exchange Debentures
in the ordinary course of such Holder's business and has no arrangements or
understandings with any person to participate in the Exchange Offer for the
purpose of distributing the Exchange Notes and Exchange Debentures) to trade
such Exchange Notes and Exchange Debentures from and after their receipt without
any limitations or restrictions under the 1933 Act and without material
restrictions under the securities laws of a substantial proportion of the
several states of the United States.

              In connection with the Exchange Offer, the Company and the
Guarantor shall:

              (i) mail to each Holder a copy of the Prospectus forming part of
         the Exchange Offer Registration Statement, together with an appropriate
         letter of transmittal and related documents;



                                        5
<PAGE>

              (ii) keep the Exchange Offer open for not less than 20 business
         days (or longer if required by applicable federal and state securities
         laws) after the date notice thereof is mailed to the Holders;

              (iii) use the services of the Depositary for the Exchange Offer
         with respect to Senior Notes and Senior Debentures evidenced by global
         certificates;

              (iv) permit Holders to withdraw tendered Registrable Senior Notes
         and Registrable Senior Debentures at any time prior to the close of
         business, New York City time, on the last business day on which the
         Exchange Offer shall remain open, by sending to the institution
         specified in the notice, a telegram, telex, facsimile transmission or
         letter setting forth the name of such Holder, the principal amount of
         Registrable Senior Notes and Registrable Senior Debentures delivered
         for exchange, and a statement that such Holder is withdrawing its
         election to have such Senior Notes and Senior Debentures exchanged; and

              (v) otherwise comply in all material respects with all applicable
         federal and state securities laws relating to the Exchange Offer.

              As soon as practicable after the close of the Exchange Offer, the
Company and the Guarantor shall:

              (i) accept for exchange Registrable Senior Notes and Registrable
         Senior Debentures duly tendered and not validly withdrawn pursuant to
         the Exchange Offer in accordance with the terms of the Exchange Offer
         Registration Statement and the letter of transmittal which is an
         exhibit thereto;

              (ii) deliver, or cause to be delivered, to the Trustee for
         cancellation all Registrable Senior Notes and Registrable Senior
         Debentures so accepted for exchange by the Company and the Guarantor;
         and

              (iii) cause the Trustee promptly to authenticate and deliver
         Exchange Notes and Exchange Debentures to each Holder of Registrable
         Senior Notes and Registrable Senior Debentures equal in principal
         amount to the principal amount of the Registrable Senior Notes and
         Registrable Senior Debentures of such Holder so accepted for exchange.

              Interest on each Exchange Note will accrue from the last date on
which interest was paid on the Registrable Senior Notes and Registrable Senior
Debentures surrendered in exchange therefor or, if no interest has been paid on
the Registrable Senior Notes and Registrable Senior Debentures, from the Closing
Time. The Exchange Offer shall not be subject to any conditions, other than (i)
that the Exchange Offer, or the making of any exchange by a Holder, does not
violate applicable law or any applicable interpretation of the staff of the SEC,
(ii) that no action or proceeding shall have been instituted or threatened in
any court or before any governmental agency with respect to the Exchange Offer
which, in the Company's or the Guarantor's judgment, would impair the ability of
the Company and the Guarantor to proceed with the Exchange Offer, (iii) that no
law, rule or regulation or applicable interpretations of the staff of the SEC
has been issued or promulgated which, in the good faith determination of the


                                        6
<PAGE>

Company or the Guarantor, does not permit the Company and the Guarantor to
effect the Exchange Offer and (iv) that the Holders tender the Registrable
Senior Notes and Registrable Senior Debentures to the Company in accordance with
the Exchange Offer.

              Each Holder of Registrable Senior Notes and Registrable Senior
Debentures (other than Participating Broker-Dealers) who wishes to exchange such
Registrable Senior Notes and Registrable Senior Debentures for Exchange Notes
and Exchange Debentures in the Exchange Offer shall have represented that (i) it
is not an affiliate (as defined in Rule 405 under the 1933 Act) of the Company
or the Guarantor or, if it is an affiliate, it will comply with the registration
and prospectus delivery requirements of the 1933 Act, to the extent applicable,
(ii) any Exchange Notes or Exchange Debentures to be received by it will be
acquired in the ordinary course of business, (iii) at the time of the
commencement of the Exchange Offer, it has no arrangement with any Person to
participate in the distribution (within the meaning of the 1933 Act) of the
Senior Notes and Senior Debentures or the Exchange Notes and Exchange
Debentures, (iv) it is not acting on behalf of any person who could not
truthfully make the foregoing representations and (v) it shall have made such
other representations as may be reasonably necessary under applicable SEC rules,
regulations or interpretations to render the use of Form S-4 or another
appropriate form under the 1933 Act available or for the Exchange Offer
Registration Statement to be declared effective. To the extent permitted by law,
the Company shall inform the Initial Purchasers of the names and addresses of
the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall
have the right to contact such Holders and otherwise facilitate the tender of
Registrable Senior Notes and Registrable Senior Debentures in the Exchange
Offer.

              (b) Shelf Registration.

              (i) If, because of any change in law or applicable interpretations
thereof by the Staff of the SEC, the Company and the Guarantor are not permitted
to effect the Exchange Offer as contemplated by Section 2(a) hereof, (ii) if for
any other reason the Exchange Offer Registration Statement is not declared
effective within 180 calendar days following the Closing Time or the Exchange
Offer is not consummated within 45 days after effectiveness of the Exchange
Offer Registration Statement (provided that, if the Exchange Offer Registration
Statement shall be declared effective after such 180-day period or if the
Exchange Offer shall be consummated after such 45-day period, then the Company's
and the Guarantor's obligations under this clause (ii) arising from the failure
of the Exchange Offer Registration Statement to be declared effective within
such 180-day period or the failure of the Exchange Offer to be consummated
within such 45-day period, respectively, shall terminate), (iii) if any Holder
(other than an Initial Purchaser) is not eligible to participate in the Exchange
Offer or elects to participate in the Exchange Offer but does not receive fully
tradeable Exchange Notes or Exchange Debentures pursuant to the Exchange Offer
or (iv) upon the written request of any of the Initial Purchasers within 90 days
following the consummation of the Exchange Offer; provided that such Initial
Purchaser shall hold Registrable Senior Notes and Registrable Senior Debentures
that it acquired directly from the Company and if such Initial Purchaser is not
permitted, in the reasonable opinion of counsel to such Initial Purchaser,
pursuant to applicable law or applicable interpretation of the staff of the SEC,
to participate in the Exchange Offer, the Company and the Guarantor shall, at
their cost:



                                        7
<PAGE>

              (A) as promptly as practicable, but no later than (a) the 210th
         day after the Closing Time or (b) the 60th day after such filing
         obligations arises, whichever is later, file with the SEC a Shelf
         Registration Statement relating to the offer and sale of the
         Registrable Senior Notes and Registrable Senior Debentures by the
         Holders from time to time in accordance with the methods of
         distribution elected by the Majority Holders of such Registrable Senior
         Notes and Registrable Senior Debentures and set forth in such Shelf
         Registration Statement;

              (B) use their reasonable best efforts to cause such Shelf
         Registration Statement to be declared effective by the SEC as promptly
         as practicable, but in no event later than the 240th day after the
         Closing Time (or within 30 days of a request of any Initial Purchaser);
         provided that, with respect to Exchange Notes and Exchange Debentures
         received by a broker-dealer in exchange for any securities that were
         acquired by such broker-dealer as a result of market-making or other
         trading activities, the Company and the Guarantor may, if permitted by
         current interpretations by the staff of the SEC, file a post-effective
         amendment to the Exchange Offer Registration Statement containing the
         information required by Regulation S-K Items 507 and/or 508, as
         applicable, in satisfaction of its obligations under paragraph (A)
         solely with respect to broker-dealers who acquired their Securities as
         a result of market-making or other trading activities, and any such
         Exchange Offer Registration Statement, as so amended, shall be referred
         to herein as, and governed by the provisions herein applicable to, a
         Shelf Registration Statement. In the event that the Company and the
         Guarantor are required to file a Shelf Registration Statement upon the
         request of any Holder (other than an Initial Purchaser) not eligible to
         participate in the Exchange Offer pursuant to clause (iii) above or
         upon the request of any Initial Purchaser pursuant to clause (iv)
         above, the Company and the Guarantor shall file and use their
         reasonable best efforts to have declared effective by the SEC both an
         Exchange Offer Registration Statement pursuant to Section 2(a) with
         respect to all Registrable Senior Notes and Registrable Senior
         Debentures and a Shelf Registration Statement (which may be a combined
         Registration Statement with the Exchange Offer Registration Statement)
         with respect to offers and sales of Registrable Senior Notes and
         Registrable Senior Debentures held by such Holder or such Initial
         Purchaser, as applicable, after completion of the Exchange Offer;

              (C) use their reasonable best efforts to keep the Shelf
         Registration Statement continuously effective, supplemented and amended
         as required, in order to permit the Prospectus forming part thereof to
         be usable by Holders for a period of two years, plus any extensions as
         provided in Section 2(d)(iii) below, after its effective date or such
         shorter period which will terminate when all of the Registrable Senior
         Notes and Registrable Senior Debentures covered by the Shelf
         Registration Statement (i) have been sold pursuant to the Shelf
         Registration Statement, (ii) cease to be outstanding or (iii) become
         eligible for resale pursuant to Rule 144 under the 1934 Act without
         volume restrictions; and

              (D) notwithstanding any other provisions hereof, ensure that (i)
         any Shelf Registration Statement and any amendment thereto and any
         Prospectus forming a part thereof and any supplement thereto complies
         in all material respects with the 1933 Act and the rules and
         regulations thereunder, (ii) any Shelf Registration Statement and any


                                        8
<PAGE>

         amendment thereto does not, when it becomes effective, contain an
         untrue statement of a material fact or omit to state a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading and (iii) any Prospectus forming part of any
         Shelf Registration Statement, and any supplement to such Prospectus (as
         amended or supplemented from time to time), does not include an untrue
         statement of a material fact or omit to state a material fact necessary
         in order to make the statements, in light of the circumstances under
         which they were made, not misleading; provided, however, clauses (ii)
         and (iii) shall not apply to any information relating to any Initial
         Purchaser or any Holder furnished to the Company in writing by such
         Initial Purchaser or Holder expressly for use in the Shelf Registration
         Statement.

              The Company and the Guarantor shall not permit any securities
other than the Registrable Securities to be included in the Shelf Registration
Statement.

              The Company and the Guarantor further agree, if necessary, to
supplement or amend the Shelf Registration Statement if reasonably requested by
the Majority Holders with respect to information relating to the Holders and
otherwise as required by Section 3(b) below, to use their reasonable best
efforts to cause any such amendment to become effective and such Shelf
Registration Statement to become usable as soon as practicable thereafter and to
furnish to the Holders of Registrable Senior Notes and Registrable Senior
Debentures copies of any such supplement or amendment promptly after its being
used or filed with the SEC.

              (c) Expenses. The Company and the Guarantor shall pay all
Registration Expenses in connection with the registration pursuant to Sections
2(a) and 2(b) and, in the case of any Shelf Registration Statement, will
reimburse the Holders or the Initial Purchasers for the reasonable fees and
disbursements of one counsel designated in writing by the Majority Holders to
act as counsel for the Holders of the Registrable Securities in connection
therewith. Each Holder shall pay all expenses of its counsel other than as set
forth in the preceding sentence, underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Holder's
Registrable Securities pursuant to a Shelf Registration Statement.

              (d) Effective Registration Statement.

              (i) The Company and the Guarantor shall be deemed not to have used
their respective reasonable best efforts to cause the Exchange Offer
Registration Statement or the Shelf Registration Statement, as the case may be,
to become, or to remain, effective during the requisite periods set forth herein
if the Company or the Guarantor voluntarily takes any action that could
reasonably be expected to result in any such Registration Statement not being
declared effective or remaining effective or in the Holders of Registrable
Senior Notes or Registrable Senior Debentures covered thereby not being able to
exchange or offer and sell such Registrable Senior Notes or Registrable Senior
Debentures during that period unless (A) such action is required by applicable
law or (B) such action is taken by the Company or the Guarantor in good faith
and for valid business reasons (but not including avoidance of the Company's or
the Guarantor's obligations hereunder), including the acquisition or divestiture
of assets or a material corporate transaction or event so long as the Company
and the Guarantor promptly comply with the requirements of Section 3(k) hereof,
if applicable.



                                        9
<PAGE>

              (ii) An Exchange Offer Registration Statement pursuant to Section
2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof
shall not be deemed to have become effective unless it has been declared
effective by the SEC; provided, however, that if, after it has been declared
effective, the offering of Registrable Senior Notes and Registrable Senior
Debentures pursuant to a Registration Statement is interfered with by any stop
order, injunction or other order or requirement of the SEC or any other
governmental agency or court, such Registration Statement shall be deemed not to
have been effective during the period of such interference, until the offering
of Registrable Senior Notes and Registrable Senior Debentures pursuant to such
Registration Statement may legally resume.

              (iii) During any 365-day period, the Company and the Guarantor may
suspend the availability of a Shelf Registration Statement and the use of the
related Prospectus, as provided in Section 3(e)(vi) and the last paragraph of
Section 3 hereof, for up to four periods of up to 45 consecutive days (except
for the consecutive 45-day period immediately prior to maturity of the Senior
Notes and Senior Debentures), but no more than an aggregate 90 days during any
365-day period, if any event shall occur (A) as set forth in Section 2(d)(i) or
(B) as a result of which it shall be necessary, in the good faith determination
of the board of directors of the Company or the Guarantor, to amend the Shelf
Registration Statement or amend or supplement any prospectus or prospectus
supplement thereunder in order that each such document not include any untrue
statement of fact or omit to state a material fact necessary to make the
statements therein not misleading in light of the circumstances under which they
were made, provided that any period during which the Company requires Holders to
refrain from disposing of their Registrable Securities due to a Material Event
Election (an "Election Period") shall be deemed to trigger the obligation of the
Company to pay Additional Interest in accordance with Section 2(e) to the extent
that such Election Period, together with all other days that the Shelf
Registration Statement has become unusable in any consecutive twelve-month
period, exceeds 90 days in the aggregate. The Two-Year Period provided for in
Section 2(b)(B) above shall be extended by an amount of time equal to all such
Election Periods.

              (e) Increase in Interest Rate. In the event that (i) the Exchange
Offer Registration Statement is not filed with the SEC on or prior to the 60th
calendar day after the Closing Time, (ii) the Exchange Offer Registration
Statement is not declared effective on or prior to the 180th calendar day after
the Closing Time, (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, or (iv) if required, a Shelf Registration Statement with
respect to the Registrable Senior Notes and Registrable Senior Debentures is not
declared effective on or prior to the 240th calendar day after the Closing Time,
or (v) the Election Periods exceed, in the aggregate, 90 days during any 365-day
period the per annum interest rate borne by the Registrable Senior Notes and
Registrable Senior Debentures shall be increased by one-quarter of one percent
(0.25%) per annum following such 60-day period in the case of clause (i) above,
following such 180-day period in the case of clause (ii) above, following such
45-day period in the case of clause (iii) above, or following such 240-day
period in the case of (iv) above or 90-day period in the case of (v) above,
which rate will be increased by an additional quarter of one percent (0.25%) per
annum for each 90-day period during which noncompliance 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. Upon (w) the filing of the Exchange
Offer Registration Statement after the 60-day period described in clause (i)
above, (x) the effectiveness of the


                                       10
<PAGE>

Exchange Offer Registration Statement after the 180-day period described in
clause (ii) above, (y) the consummation of the Exchange Offer after the 45-day
period described in clause (iii) above, or (z) the effectiveness of a Shelf
Registration Statement, after the 240-day period described in clause (iv) above,
the interest rate borne by the Senior Notes and Senior Debentures from the date
of such filing, effectiveness or consummation, as the case may be, shall be
reduced to the original interest rate if the Company and the Guarantor are
otherwise in compliance with this paragraph; provided, however, that, if after
any such reduction in interest rate, a different event specified in clause (i),
(ii), (iii), (iv) or (v) above occurs, the interest rate shall again be
increased pursuant to the foregoing provisions. No increase in the rate under
clause (i), (ii) or (iii) above shall be payable for any period during which a
Shelf Registration is effective.

              (f) Specific Enforcement. Without limiting the remedies available
to the Initial Purchasers and the Holders, the Company and the Guarantor
acknowledge that any failure by the Company and the Guarantor to comply with its
obligations under Sections 2(a) and 2(b) hereof may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is
no adequate remedy at law, that it will not be possible to measure damages for
such injuries precisely and that, in the event of any such failure, the Initial
Purchasers or any Holder may obtain such relief as may be required to
specifically enforce the Company's and the Guarantor's obligations under
Sections 2(a) and 2(b).

              3. Registration Procedures. In connection with the obligations of
the Company and the Guarantor with respect to the Registration Statements
pursuant to Sections 2(a) and 2(b) hereof, the Company and the Guarantor shall:

              (a) prepare and file with the SEC a Registration Statement, within
         the time periods specified in Section 2, on the appropriate form under
         the 1933 Act, which form (i) shall be selected by the Company, (ii)
         shall, in the case of a Shelf Registration Statement, be available for
         the sale of the Registrable Senior Notes and Registrable Senior
         Debentures by the selling Holders thereof and (iii) shall comply as to
         form in all material respects with the requirements of the applicable
         form and include or incorporate by reference all financial statements
         required by the SEC to be filed therewith, and use its reasonable best
         efforts to cause such Registration Statement to become effective and
         remain effective in accordance with Section 2 hereof;

              (b) prepare and file with the SEC such amendments and
         post-effective amendments to each Registration Statement as may be
         necessary under applicable law to keep such Registration Statement
         effective for the applicable period; cause each Prospectus to be
         supplemented by any required prospectus supplement, and as so
         supplemented to be filed pursuant to Rule 424 under the 1933 Act; and
         comply with the provisions of the 1933 Act with respect to the
         disposition of all Senior Notes and Senior Debentures covered by each
         Registration Statement during the applicable period in accordance with
         the intended method or methods of distribution by the selling Holders
         thereof;

              (c) in the case of a Shelf Registration, (i) notify each Holder of
         Registrable Senior Notes and Registrable Senior Debentures, at least 15
         days business days prior to filing, that a Shelf Registration Statement
         with respect to the Registrable Senior Notes


                                       11
<PAGE>

         and Registrable Senior Debentures is being filed and advising such
         Holders that the distribution of Registrable Senior Notes and
         Registrable Senior Debentures will be made in accordance with the
         method elected by the Majority Holders; (ii) furnish to each Holder of
         Registrable Senior Notes and Registrable Senior Debentures, to counsel
         for the Initial Purchasers, to counsel for the Holders and to each
         underwriter of an underwritten offering of Registrable Senior Notes and
         Registrable Senior Debentures, if any, without charge, as many copies
         of each Prospectus, including each preliminary Prospectus, and any
         amendment or supplement thereto and such other documents as such Holder
         or underwriter, or their counsel, may reasonably request, including
         financial statements and schedules and, if the Holder so reasonably
         requests, all exhibits (including those incorporated by reference) in
         order to facilitate the public sale or other disposition of the
         Registrable Senior Notes and Registrable Senior Debentures; and (iii)
         subject to the last paragraph of this Section 3, hereby consent to the
         use of the Prospectus, including each preliminary Prospectus, or any
         amendment or supplement thereto by each of the selling Holders of
         Registrable Senior Notes and Registrable Senior Debentures in
         connection with the offering and sale of the Registrable Senior Notes
         and Registrable Senior Debentures covered by the Prospectus or any
         amendment or supplement thereto;

              (d) use its reasonable best efforts to register or qualify the
         Registrable Senior Notes and Registrable Senior Debentures under all
         applicable state securities or "blue sky" laws of such jurisdictions as
         any Holder of Registrable Senior Notes and Registrable Senior
         Debentures covered by a Registration Statement and each underwriter of
         an underwritten offering of Registrable Senior Notes and Registrable
         Senior Debentures shall reasonably request by the time the applicable
         Registration Statement is declared effective by the SEC, to cooperate
         with the Holders in connection with any filings required to be made
         with the NASD, keep each such registration or qualification effective
         during the period such Registration Statement is required to be
         effective and do any and all other acts and things which may be
         reasonably necessary or advisable to enable such Holder to consummate
         the disposition in each such jurisdiction of such Registrable Senior
         Notes and Registrable Senior Debentures owned by such Holder; provided,
         however, that neither the Company nor the Guarantor shall be required
         to (i) qualify as a foreign corporation or as a dealer in securities in
         any jurisdiction where it would not otherwise be required to qualify
         but for this Section 3(d) or (ii) take any action which would subject
         it to general service of process or taxation in any such jurisdiction;

              (e) in the case of a Shelf Registration, notify each Holder of
         Registrable Senior Notes and Registrable Senior Debentures and counsel
         for such Holders promptly and, if requested by such Holder or counsel,
         confirm such advice in writing promptly (i) when a Registration
         Statement has become effective and when any post-effective amendments
         and supplements thereto become effective, (ii) of any request by the
         SEC or any state securities authority for post-effective amendments and
         supplements to a Registration Statement and Prospectus or for
         additional information after the Registration Statement has become
         effective, (iii) of the issuance by the SEC or any state securities
         authority of any stop order suspending the effectiveness of a
         Registration Statement or the initiation of any proceedings for that
         purpose, (iv) if, between the effective date of a Registration
         Statement and the closing of any sale of Registrable Senior Notes and
         Registrable Senior Debentures covered thereby, the representations and
         warranties of the


                                       12
<PAGE>

         Company and the Guarantor contained in any underwriting agreement,
         securities sales agreement or other similar agreement, if any, relating
         to such offering cease to be true and correct in all material respects,
         (v) of the receipt by the Company or the Guarantor of any notification
         with respect to the suspension of the qualification of the Registrable
         Senior Notes and Registrable Senior Debentures for sale in any
         jurisdiction or the initiation or threatening of any proceeding for
         such purpose, (vi) of the happening of any event or the discovery of
         any facts during the period a Shelf Registration Statement is effective
         (including as contemplated in Section 2(d)(iii) hereof) which (A) is
         contemplated in Section 2(d)(i) or (B) makes any statement made in such
         Shelf Registration Statement or the related Prospectus untrue in any
         material respect or which requires the making of any changes in such
         Shelf Registration Statement or Prospectus in order to make the
         statements therein not misleading and (vii) of any determination by the
         Company or the Guarantor that a post-effective amendment to a
         Registration Statement would be appropriate;

              (f) (A) in the case of an Exchange Offer, (i) include in the
         Exchange Offer Registration Statement a "Plan of Distribution" section
         covering the use of the Prospectus included in the Exchange Offer
         Registration Statement by broker-dealers who have exchanged their
         Registrable Senior Notes and Registrable Senior Debentures for Exchange
         Notes and Exchange Debentures for the resale of such Exchange Notes and
         Exchange Debentures, (ii) furnish to each broker-dealer who desires to
         participate in the Exchange Offer, without charge, as many copies of
         each Prospectus included in the Exchange Offer Registration Statement,
         including any preliminary prospectus, and any amendment or supplement
         thereto, as such broker-dealer may reasonably request, (iii) include in
         the Exchange Offer Registration Statement a statement that any
         broker-dealer who holds Registrable Senior Notes and Registrable Senior
         Debentures acquired for its own account as a result of market-making
         activities or other trading activities (a "Participating
         Broker-Dealer"), and who receives Exchange Notes and Exchange
         Debentures for Registrable Senior Notes and Registrable Senior
         Debentures pursuant to the Exchange Offer, may be a statutory
         underwriter and must deliver a prospectus meeting the requirements of
         the 1933 Act in connection with any resale of such Exchange Notes and
         Exchange Debentures, (iv) subject to the last paragraph of this Section
         3, hereby consent to the use of the Prospectus forming part of the
         Exchange Offer Registration Statement or any amendment or supplement
         thereto, by any broker-dealer in connection with the sale or transfer
         of the Exchange Notes and Exchange Debentures covered by the Prospectus
         or any amendment or supplement thereto, and (v) include in the
         transmittal letter or similar documentation to be executed by an
         exchange offeree in order to participate in the Exchange Offer the
         following provision:

              "If the undersigned is not a broker-dealer, the undersigned
              represents that it is not engaged in, and does not intend to
              engage in, a distribution of Exchange Notes and Exchange
              Debentures. If the undersigned is a broker-dealer that will
              receive Exchange Notes and Exchange Debentures for its own account
              in exchange for Registrable Senior Notes and Registrable Senior
              Debentures, it represents that the Registrable Senior Notes and
              Registrable Senior Debentures to be exchanged for Exchange Notes
              and Exchange


                                  13
<PAGE>

              Debentures were acquired by it as a result of market-making
              activities or other trading activities and acknowledges that it
              will deliver a prospectus meeting the requirements of the 1933 Act
              in connection with any resale of such Exchange Notes and Exchange
              Debentures pursuant to the Exchange Offer; however, by so
              acknowledging and by delivering a prospectus, the undersigned will
              not be deemed to admit that it is an "underwriter" within the
              meaning of the 1933 Act;"

                   (B) to the extent any Participating Broker-Dealer
         participates in the Exchange Offer, the Company and the Guarantor shall
         use their reasonable best efforts to cause to be delivered at the
         request of an entity representing the Participating Broker-Dealers
         (which entity shall be Merrill Lynch, Pierce, Fenner & Smith
         Incorporated, unless it elects not to act as such representative) any
         "cold comfort" letters with respect to the Prospectus in the form
         existing on the last date for which exchanges are accepted pursuant to
         the Exchange Offer and with respect to each subsequent amendment or
         supplement, if any, effected during the period specified in clause (C)
         below;

                   (C) to the extent any Participating Broker-Dealer
         participates in the Exchange Offer, the Company and the Guarantor shall
         use their reasonable best efforts to maintain the effectiveness of the
         Exchange Offer Registration Statement for a period of 180 days
         following the closing of the Exchange Offer or such shorter period
         which will terminate when the Participating Broker-Dealers have
         completed all resales subject to applicable prospectus delivery
         requirements; and

                   (D) the Company and the Guarantor shall not be required to
         amend or supplement the Prospectus contained in the Exchange Offer
         Registration Statement as would otherwise be contemplated by Section
         3(b) hereof, or take any other action as a result of this Section 3(f),
         for a period exceeding 180 days after the last date for which exchanges
         are accepted pursuant to the Exchange Offer (as such period may be
         extended by the Company and the Guarantor) and Participating
         Broker-Dealers shall not be authorized by the Company and the Guarantor
         to, and shall not, deliver such Prospectus after such period in
         connection with resales contemplated by this Section 3;

              (g) (i) in the case of an Exchange Offer, furnish counsel for the
         Initial Purchasers and (ii) in the case of a Shelf Registration,
         furnish counsel for the Holders of Registrable Senior Notes and
         Registrable Senior Debentures copies of any request by the SEC or any
         state securities authority for amendments or supplements to a
         Registration Statement and Prospectus or for additional information;

              (h) make every reasonable effort to obtain the withdrawal of any
         order suspending the effectiveness of a Registration Statement as soon
         as practicable and provide immediate notice to each Holder of the
         withdrawal of any such order;

              (i) in the case of a Shelf Registration, furnish to each Holder of
         Registrable Senior Notes and Registrable Senior Debentures, without
         charge, at least one conformed


                                       14
<PAGE>

         copy of each Registration Statement and any post-effective amendment
         thereto (without documents incorporated therein by reference or
         exhibits thereto, unless requested);

              (j) in the case of a Shelf Registration, cooperate with the
         selling Holders of Registrable Senior Notes and Registrable Senior
         Debentures to facilitate the timely preparation and delivery of
         certificates representing Registrable Senior Notes and Registrable
         Senior Debentures to be sold and not bearing any restrictive legends;
         and cause such Registrable Senior Notes and Registrable Senior
         Debentures to be in such denominations (consistent with the provisions
         of the Indenture) in a form eligible for deposit with the Depositary
         and registered in such names as the selling Holders or the
         underwriters, if any, may reasonably request in writing at least one
         business day prior to the closing of any sale of Registrable Senior
         Notes and Registrable Senior Debentures;

              (k) in the case of a Shelf Registration, upon the occurrence of
         any event or the discovery of any facts, each as contemplated by
         Section 3(e)(vi) hereof, use its reasonable best efforts to prepare a
         supplement or post-effective amendment to a Registration Statement or
         the related Prospectus or any document incorporated therein by
         reference or file any other required document so that, as thereafter
         delivered to the purchasers of the Registrable Senior Notes and
         Registrable Senior Debentures, such Prospectus will not contain at the
         time of such delivery any untrue statement of a material fact or omit
         to state a material fact necessary to make the statements therein, in
         light of the circumstances under which they were made, not misleading.
         The Company and the Guarantor agree to notify each Holder to suspend
         use of the Prospectus as promptly as practicable after the occurrence
         of such an event, and each Holder hereby agrees to suspend use of the
         Prospectus until the Company and the Guarantor have amended or
         supplemented the Prospectus to correct such misstatement or omission.
         At such time as such public disclosure is otherwise made or the Company
         and the Guarantor determine that such disclosure is not necessary, in
         each case to correct any misstatement of a material fact or to include
         any omitted material fact, the Company and the Guarantor agree promptly
         to notify each Holder of such determination and to furnish each Holder
         such numbers of copies of the Prospectus, as amended or supplemented,
         as such Holder may reasonably request;

              (l) obtain CUSIP numbers, ISINs and common codes for all Exchange
         Notes and Exchange Debentures, or Registrable Senior Notes and
         Registrable Senior Debentures, as the case may be (which CUSIP numbers,
         ISINs and common codes, in the case of the Exchange Notes to be issued
         in relation to the 2010 Senior Notes and the Exchange Debentures, are
         to be identical to those CUSIP numbers, ISINs and common codes then
         being used by the Company's 7.70% Senior Notes due 2010 issued on
         August 1, 2000 and 7.875% Senior Debentures due 2030 issued on August
         1, 2000), not later than the effective date of a Registration
         Statement, and provide the Trustee with printed certificates for the
         Exchange Notes and Exchange Debentures or Registrable Senior Notes and
         Registrable Senior Debentures, as the case may be, in a form eligible
         for deposit with the Depositary;

              (m) (i) cause the Indenture to be qualified under the Trust
         Indenture Act of 1939, as amended (the "TIA"), in connection with the
         registration of the Exchange Notes


                                       15
<PAGE>

         and Exchange Debentures, or Registrable Senior Notes and Registrable
         Senior Debentures, as the case may be, (ii) cooperate with the Trustee
         and the Holders to effect such changes to the Indenture as may be
         required for the Indenture to be so qualified in accordance with the
         terms of the TIA and (iii) execute, and use its reasonable best efforts
         to cause the Trustee to execute, all documents as may be required to
         effect such changes, and all other forms and documents required to be
         filed with the SEC to enable the Indenture to be so qualified in a
         timely manner;

              (n) in the case of a Shelf Registration, enter into agreements
         (including underwriting agreements) and take all other customary and
         appropriate actions (including those reasonably requested by the
         Majority Holders of the Registrable Senior Notes and Registrable Senior
         Debentures being sold) in order to expedite or facilitate the
         disposition of such Registrable Senior Notes and Registrable Senior
         Debentures and in such connection, whether or not an underwriting
         agreement is entered into and whether or not the registration is an
         underwritten registration, in a manner that is reasonable and
         customary:

                   (i) make such representations and warranties to the Holders
              of such Registrable Senior Notes and Registrable Senior Debentures
              and the underwriters, if any, in form, substance and scope as are
              customarily made by issuers to underwriters in similar
              underwritten offerings as may be reasonably requested by such
              Holders and underwriters;

                   (ii) obtain opinions of counsel to the Company and the
              Guarantor and updates thereof (which counsel and opinions (in
              form, scope and substance) shall be reasonably satisfactory to the
              managing underwriters, if any, and the Holders of a majority in
              principal amount of the Registrable Senior Notes and Registrable
              Senior Debentures being sold) addressed to each selling Holder and
              the underwriters, if any, covering the matters customarily covered
              in opinions requested in sales of securities or underwritten
              offerings and such other matters as may be reasonably requested by
              such Holders and underwriters;

                   (iii) obtain "cold comfort" letters and updates thereof from
              the Company's and the Guarantor's independent certified public
              accountants addressed to the underwriters, if any, and will use
              reasonable best efforts to have such letters addressed to the
              selling Holders of Registrable Senior Notes and Registrable Senior
              Debentures, such letters to be in customary form and covering
              matters of the type customarily covered in "cold comfort" letters
              to underwriters in connection with similar underwritten offerings;

                   (iv) enter into a securities sales agreement with the Holders
              and an agent of the Holders providing for, among other things, the
              appointment of such agent for the selling Holders for the purpose
              of soliciting purchases of Registrable Senior Notes and
              Registrable Senior Debentures, which agreement shall be in form,
              substance and scope customary for similar offerings;



                                       16
<PAGE>

                   (v) if an underwriting agreement is entered into in the case
              of an underwritten offering, cause the same to set forth
              indemnification provisions and procedures substantially equivalent
              to the indemnification provisions and procedures set forth in
              Section 5 hereof with respect to the underwriters and all other
              parties to be indemnified pursuant to Section 5 hereof; and

                   (vi) deliver such documents and certificates as may be
              reasonably requested by the underwriters or the Holders and as are
              customarily delivered in similar offerings.

              The above shall be done at (i) the effectiveness of such
         Registration Statement (and, if appropriate, each post-effective
         amendment thereto) and (ii) each closing under any underwriting or
         similar agreement as and to the extent required thereunder. In the case
         of any underwritten offering, the Company and the Guarantor shall
         provide written notice to the Holders of all Registrable Senior Notes
         and Registrable Senior Debentures of such underwritten offering at
         least thirty days prior to the filing of a prospectus supplement for
         such underwritten offering. Such notice shall (x) offer each such
         Holder the right to participate in such underwritten offering, (y)
         specify a date, which shall be no earlier than ten business days
         following the date of such notice, by which such Holder must inform the
         Company of its intent to participate in such underwritten offering and
         (z) include the instructions such Holder must follow in order to
         participate in such underwritten offering;

              (o) in the case of a Shelf Registration, make available for
         inspection by representatives of the Holders of the Registrable Senior
         Notes or Registrable Senior Debentures and any underwriters
         participating in any disposition pursuant to a Shelf Registration
         Statement and any U.S. counsel or accountant retained by such Holders
         or underwriters, all financial and other records, pertinent corporate
         documents and properties of the Company and the Guarantor reasonably
         requested by any such Persons, and cause the respective officers,
         directors, employees, and any other agents of the Company and the
         Guarantor to supply all information reasonably requested by any such
         representative, underwriter, special counsel or accountant in
         connection with a Registration Statement; provided that any such
         records, documents, properties and such information that is designated
         in writing by the Company and the Guarantor, in good faith, as
         confidential at the time of delivery of such records, documents,
         properties or information shall be kept confidential by any such
         representative, underwriter, counsel or accountant and shall be used
         only in connection with such Shelf Registration Statement, unless such
         information has become available (not in violation of this Agreement)
         to the public generally or through a third party without an
         accompanying obligation of confidentiality, and except that such
         representative, underwriter, counsel or accountant shall have no
         liability, and shall not be in breach of this provision, if disclosure
         of such confidential information is made in connection with a court
         proceeding or required by law, and the Company and the Guarantor shall
         be entitled to request that such representative, underwriter, counsel
         or accountant sign a confidentiality agreement to the foregoing effect.
         Each such person will be required to agree that information obtained by
         it as a result of such inspections shall be deemed confidential and
         shall not be used by it as the basis for any market transactions in the
         securities of the Company unless and until


                                       17
<PAGE>

         such is made generally available to the public through no fault or
         action of such person. Each selling Holder of such Registrable Senior
         Notes or Registrable Senior Debentures will be required to further
         agree that it will, upon learning that disclosure of confidential
         information is necessary, give notice to the Company to allow the
         Company at its expense to undertake appropriate action to prevent
         disclosure of the confidential information;

              (p) (i) in the case of an Exchange Offer, a reasonable time prior
         to the filing of any Exchange Offer Registration Statement, any
         Prospectus forming a part thereof, any amendment to an Exchange Offer
         Registration Statement or amendment or supplement to a Prospectus,
         provide copies of such document to the Initial Purchasers, and make
         such changes in any such document prior to the filing thereof as the
         Initial Purchasers or their counsel may reasonably request; (ii) in the
         case of a Shelf Registration, a reasonable time prior to filing any
         Shelf Registration Statement, any Prospectus forming a part thereof,
         any amendment to such Shelf Registration Statement or amendment or
         supplement to such Prospectus, provide copies of such document to the
         Holders of Registrable Senior Notes and Registrable Senior Debentures,
         to the Initial Purchasers, to counsel on behalf of the Holders and to
         the underwriter or underwriters of an underwritten offering of
         Registrable Senior Notes and Registrable Senior Debentures, if any, and
         make such changes in any such document prior to the filing thereof as
         counsel to the Initial Purchasers, the Holders or any underwriter may
         reasonably request; and (iii) cause the representatives of the Company
         and the Guarantor to be available for discussion of such document as
         shall be reasonably requested by the Holders of Registrable Senior
         Notes and Registrable Senior Debentures, the Initial Purchasers on
         behalf of such Holders or any underwriter, and shall not at any time
         make any filing of any such document of which such Holders, the Initial
         Purchasers on behalf of such Holders, their counsel or any underwriter
         shall not have previously been advised and furnished a copy or to which
         such Holders, the Initial Purchasers on behalf of such Holders, their
         counsel or any underwriter shall reasonably object within a reasonable
         time period;

              (q) in the case of a Shelf Registration, use their reasonable best
         efforts to cause all Registrable Senior Notes and Registrable Senior
         Debentures to be listed on The Luxembourg Stock Exchange and any other
         securities exchange on which similar debt securities issued by the
         Company and the Guarantor are then listed, if requested by the Majority
         Holders or by the underwriter or underwriters of an underwritten
         offering of Registrable Senior Notes and Registrable Senior Debentures,
         if any;

              (r) in the case of a Shelf Registration, use their reasonable best
         efforts to cause the Registrable Senior Notes and Registrable Senior
         Debentures to be rated with the appropriate rating agencies, if so
         requested by the Majority Holders or by the underwriter or underwriters
         of an underwritten offering, unless the Registrable Senior Notes and
         Registrable Senior Debentures are already so rated;

              (s) otherwise use their reasonable best efforts to comply with all
         applicable rules and regulations of the SEC and make available to its
         security holders, as soon as reasonably practicable, an earnings
         statement covering at least twelve months which shall satisfy the
         provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder;
         and



                                       18
<PAGE>

              (t) cooperate and assist in any filings required to be made with
         the NASD and in the performance of any due diligence investigation by
         any underwriter and its counsel.

              In the case of a Shelf Registration Statement, the Company and the
Guarantor may (as a condition to such Holder's participation in the Shelf
Registration) require each Holder of Registrable Senior Notes and Registrable
Senior Debentures to furnish to the Company and the Guarantor or their counsel
such information regarding such Holder and the proposed distribution by such
Holder of such Registrable Senior Notes and Registrable Senior Debentures, as
the Company or the Guarantor may from time to time reasonably request, and agree
in writing to be bound by the Agreement, including the indemnification
provisions.

              In the case of a Shelf Registration Statement, each Holder agrees
that, upon receipt of any notice from the Company or the Guarantor of the
happening of any event or the discovery of any facts, each of the kind described
in Sections 2(d)(i) and 3(e)(ii)-(vii) hereof, such Holder will forthwith
discontinue disposition of Registrable Senior Notes and Registrable Senior
Debentures pursuant to a Registration Statement until such Holder's receipt of
(i) the copies of the supplemented or amended Prospectus contemplated by Section
3(k) hereof or (ii) written notice from the Company or the Guarantor that the
Shelf Registration Statement is once again effective and that no supplement or
amendment is required. If so directed by the Company or the Guarantor, such
Holder will deliver to the Company (at the Company's expense) all copies in its
possession, other than permanent file copies then in such Holder's possession,
of the Prospectus covering such Registrable Senior Notes and Registrable Senior
Debentures current at the time of receipt of such notice.

              If the Company or the Guarantor shall give any such notice to
suspend the disposition of Registrable Senior Notes and Registrable Senior
Debentures pursuant to a Shelf Registration Statement as a result of the
happening of any event or the discovery of any facts, each of the kind described
in Sections 2(d)(i) and 3(e)(vi) hereof, the Company and the Guarantor shall be
deemed to have used their reasonable best efforts to keep the Shelf Registration
Statement effective during such period of suspension; provided that (i) such
period of suspension shall not exceed the time periods provided in Section
2(d)(iii) hereof and (ii) the Company and the Guarantor shall, if necessary, use
their reasonable best efforts to file and have declared effective (if an
amendment) as soon as practicable an amendment or supplement to the Shelf
Registration Statement and shall extend the period during which the Registration
Statement shall be maintained effective pursuant to this Agreement by the number
of days during the period from and including the date of the giving of such
notice to and including the date when the Holders shall have received copies of
the supplemented or amended Prospectus necessary to resume such dispositions.

              4. Underwritten Registrations. If any of the Registrable Senior
Notes or Registrable Senior Debentures covered by any Shelf Registration are to
be sold in an underwritten offering, the investment banker or investment bankers
and manager or managers that will manage the offering will be selected by the
Majority Holders of such Registrable Senior Notes or Registrable Senior
Debentures included in such offering and shall be reasonably acceptable to the
Company.


                                       19
<PAGE>

              No Holder of Registrable Senior Notes or Registrable Senior
Debentures may participate in any underwritten registration hereunder unless
such Holder (a) agrees to sell such Holder's Registrable Senior Notes or
Registrable Senior Debentures on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.

              5. Indemnification and Contribution.

              (a) The Company and the Guarantor, jointly and severally, agree to
indemnify and hold harmless each Initial Purchaser, each Holder, including
Participating Broker-Dealers, each underwriter who participates in an offering
of Registrable Senior Notes or Registrable Senior Debentures, their respective
affiliates, and their respective directors, officers, employees, agents, and
each Person, if any, who controls any Initial Purchaser or any Holder within the
meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from
and against any and all losses, claims, damages and liabilities (including,
without limitation, any legal or other expenses reasonably incurred by the
Initial Purchaser, any Holder or any such controlling or affiliated Person in
connection with defending or investigating any such action or claim) caused by
any untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement or any amendment thereof, pursuant to which Exchange
Notes and Exchange Debentures or Registrable Senior Notes and Registrable Senior
Debentures were registered under the 1933 Act, including all documents
incorporated therein by reference, or caused by any omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, or caused by any untrue statement or
alleged untrue statement of a material fact contained in any Prospectus (as
amended or supplemented if the Company and the Guarantor shall have furnished
any amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact necessary to make the statements
therein in light of the circumstances under which they were made not misleading,
except insofar as such losses, claims, damages or liabilities are caused by any
such untrue statement or omission or alleged untrue statement or omission based
upon information relating to any Initial Purchaser or any Holder furnished to
the Company and the Guarantor in writing by such Initial Purchaser or by or
relating to any Holder or underwriter who participates in an offering of
Registrable Senior Notes and Registrable Senior Debentures, in each case
expressly for use therein.

              (b) Each Holder agrees, severally and not jointly, to indemnify
and hold harmless the Company, the Guarantor, each Initial Purchaser, each
underwriter who participates in an offering of Registrable Senior Notes and
Registrable Senior Debentures, and the other selling Holders, and each of their
respective directors and officers (including each director and officer of the
Company and the Guarantor who signed the Registration Statement) and each
Person, if any, who controls the Company or the Guarantor, any Initial
Purchaser, any underwriter or any other selling Holder within the meaning of
either Section 15 of the 1933 Act or Section 20 of the 1934 Act from and against
any and all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses described in the indemnity contained in
Section 5(a), as incurred), but only with reference to information relating to
such Holder furnished to the Company in writing by such Holder expressly for use
in any Registration


                                       20
<PAGE>

Statement or any amendment thereof or any Prospectus or any amendments or
supplements thereto.

              (c) In case any proceeding (including any governmental
investigation) shall be instituted involving any Person in respect of which
indemnity may be sought pursuant to either paragraph (a) or paragraph (b) above,
such Person (the "indemnified party") shall promptly notify the person against
whom such indemnity may be sought (the "indemnifying party") in writing (but the
failure to so notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party except to the extent it is
materially prejudiced or harmed) and the indemnifying party, upon request of the
indemnified party, shall retain counsel reasonably satisfactory to the
indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for (a) the fees and expenses of more than one separate firm (in
addition to any local counsel) for the Initial Purchasers and all Persons, if
any, who control any Initial Purchaser within the meaning of either Section 15
of the 1933 Act or Section 20 of the 1934 Act, (b) the fees and expenses of more
than one separate firm (in addition to any local counsel) for the Company and
the Guarantor, their respective directors, their respective officers who sign
the Registration Statement and all Persons, if any, who control the Company or
the Guarantor within the meaning of either such Section and (c) the fees and
expenses of more than one separate firm (in addition to any local counsel) for
all Holders and all Persons, if any, who control any Holders within the meaning
of either such Section, and that all such fees and expenses shall be reimbursed
as they are incurred. In the case of any such separate firm for the Initial
Purchasers and such control Persons of the Initial Purchasers, such firm shall
be designated in writing by Merrill Lynch. In the case of any such separate firm
for the Holders and such Persons who control Holders, such firm shall be
designated in writing by the Majority Holders. In all other cases, such firm
shall be designated in writing by the Company. The indemnifying party shall not
be liable for any settlement of any proceeding affected without its written
consent, but if settled with such consent or if there is a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by the second and third
sentences of this paragraph, the indemnifying party agrees that it shall be
liable for any settlement of any proceeding effected without its written consent
if (i) such settlement is entered into more than 30 days after receipt by such
indemnifying party of the aforesaid request and (ii) such indemnifying party
shall not have reimbursed the indemnified party in accordance with such request
prior to the date of such settlement. No indemnifying party shall, without the
prior written consent of the indemnified party, which consent shall not be
unreasonably withheld, effect any settlement of any pending or


                                       21
<PAGE>

threatened proceeding in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party, unless such settlement (i) includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of
such proceeding and (ii) does not include a statement as to an admission of
fault, culpability or failure to act by or on behalf of any indemnified party.

              (d) If the indemnification provided for in paragraph (a) or
paragraph (b) of this Section 5 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then each indemnifying party under such paragraph, in lieu of
indemnifying such indemnified party thereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities in such proportion as is appropriate to reflect the
relative fault of the indemnifying party or parties on the one hand and of the
indemnified party or parties on the other hand in connection with the statements
or omissions that resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative fault of such
indemnifying party or parties on the one hand and the indemnified party or
parties on the other hand shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by such indemnifying party or parties or such indemnified party or
parties, and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company, the
Guarantor, the Initial Purchasers, and the Holders of Registrable Senior Notes
and Registrable Senior Debentures respective obligations to contribute pursuant
to this Section 5 are several in proportion to the respective number of Senior
Notes and Senior Debentures they have purchased hereunder, and not joint.

              (e) The Company, the Guarantor, the Initial Purchasers, and each
Holder of Registrable Senior Notes and Registrable Senior Debentures agree that
it would not be just or equitable if contribution pursuant to this Section 5
were determined by pro rata allocation (even if the Initial Purchasers were
treated as one entity for such purpose) or by any other method of allocation
that does not take account of the equitable considerations referred to in
paragraph (d) above. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages and liabilities referred to in paragraph
(d) above shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 5, no Holder shall be required to
indemnify or contribute any amount in excess of the amount by which the total
price at which Registrable Senior Notes and Registrable Senior Debentures were
sold by such Holder exceeds the amount of any damages that such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 5, each Person, if any, who
controls an Initial Purchaser or Holder within the


                                       22
<PAGE>

meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have
the same rights to contribution as such Initial Purchaser or Holder, and each
director of the Company or the Guarantor, each officer of the Company or the
Guarantor who signed the Registration Statement, and each Person, if any, who
controls the Company or the Guarantor within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as the Company and the Guarantor. The remedies provided for in this
Section 5 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity.

              The indemnity and contribution provisions contained in this
Section 5 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of any Initial Purchaser or any Holder, or any Person controlling any Initial
Purchaser or any Holder, or by or on behalf of the Company or the Guarantor,
their officers or directors or any Person controlling the Company or the
Guarantor, (iii) acceptance of any of the Exchange Notes or Exchange Debentures
and (iv) any sale of Registrable Senior Notes or Registrable Senior Debentures
pursuant to a Shelf Registration Statement.

              6. Miscellaneous.

              (a) Rule 144 and Rule 144A. For so long as the Company is subject
to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company
covenants that it will file the reports required to be filed by it under Section
13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC
thereunder, that if it ceases to be so required to file such reports, it will
upon the request of any Holder of Registrable Senior Notes and Registrable
Senior Debentures (i) make publicly available or cause to be made publicly
available such information as is necessary to permit sales pursuant to Rule 144
under the 1933 Act, (ii) deliver or cause to be delivered such information to a
prospective purchaser as is necessary to permit sales pursuant to Rule 144A
under the 1933 Act and it will take such further action as any Holder of
Registrable Senior Notes and Registrable Senior Debentures may reasonably
request, and (iii) take such further action that is reasonable in the
circumstances, in each case, to the extent required from time to time to enable
such Holder to sell its Registrable Senior Notes and Registrable Senior
Debentures without registration under the 1933 Act within the limitation of the
exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be
amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be
amended from time to time, or (z) any similar rules or regulations hereafter
adopted by the SEC. Upon the written request of any Holder of Registrable Senior
Notes and Registrable Senior Debentures, the Company will deliver to such Holder
a written statement as to whether it has complied with such requirements.

              (b) No Inconsistent Agreements. Neither the Company nor the
Guarantor has entered into nor will the Company or the Guarantor on or after the
date of this Agreement enter into any agreement which is inconsistent with the
rights granted to the Holders of Registrable Senior Notes and Registrable Senior
Debentures in this Agreement or otherwise conflicts with the provisions hereof.
The rights granted to the Holders hereunder do not in any way conflict with and
are not inconsistent with the rights granted to the holders of the Company's or
the Guarantor's other issued and outstanding securities under any such
agreements.

              (c) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the material provisions
hereof may not be given unless the Company


                                       23
<PAGE>

has obtained the written consent of the Majority Holders of the outstanding
Registrable Senior Notes and Registrable Senior Debentures affected by such
amendment, modification, supplement, waiver or departure.

              (d) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telecopier, or any courier guaranteeing overnight delivery (i)
if to a Holder (other than an Initial Purchaser), at the most current address
set forth on the records of the Registrar under the Indenture, (ii) if to an
Initial Purchaser, at the most current address given by such Initial Purchaser
to the Company by means of a notice given in accordance with the provisions of
this Section 6(d), which address initially is the address set forth in the
Purchase Agreement; and (iii) if to the Company and the Guarantor, initially at
the address set forth in the Purchase Agreement and thereafter at such other
address, notice of which is given in accordance with the provisions of this
Section 6(d).

              All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five
business days after being deposited in the mail, postage prepaid, if mailed;
when receipt is acknowledged, if telecopied; and on the next business day if
timely delivered to an air courier guaranteeing overnight delivery.

              Copies of all such notices, demands, or other communications shall
be concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.

              (e) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Senior Notes and Registrable Senior Debentures in violation of the terms hereof
or of the Purchase Agreement or the Indenture. If any transferee of any Holder
shall acquire Registrable Senior Notes and Registrable Senior Debentures, in any
manner, whether by operation of law or otherwise, such Registrable Senior Notes
and Registrable Senior Debentures shall be held subject to all of the terms of
this Agreement, and by taking and holding such Registrable Senior Notes and
Registrable Senior Debentures, such Person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement, including the restrictions on resale set forth in this Agreement and,
if applicable, the Purchase Agreement, and such Person shall be entitled to
receive the benefits hereof.

              (f) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company and the
Guarantor on the one hand, and the Initial Purchasers, on the other hand, and
shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.

              (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.



                                       24
<PAGE>

              (h) Headings. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

              (i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
THE CONFLICTS OF LAW PROVISIONS THEREOF.

              (j) Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.



<PAGE>


              IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.

                                     VIACOM INC.



                                     By: /s/ Robert G. Freedline
                                        ----------------------------------------
                                        Name:   Robert G. Freedline
                                        Title:  Vice Present and Treasurer




                                     VIACOM INTERNATIONAL INC., as Guarantor



                                     By: /s/ Robert G. Freedline
                                        ----------------------------------------
                                        Name:   Robert G. Freedline
                                        Title:  Vice Present and Treasurer



Confirmed and Accepted, as of the date first above written:

MERRILL LYNCH, PIERCE, FENNER & SMITH
SALOMON SMITH BARNEY, INC.



By:  MERRILL LYNCH, PIERCE, FENNER & SMITH



By:  /s/ Sabina Ceddia
   --------------------------------------------
   Name:   Sabina Ceddia
   Title:  Authorized Signatory


                                       26
<PAGE>


                                   SCHEDULE A

                               INITIAL PURCHASERS



Merrill Lynch, Pierce, Fenner & Smith Incorporated
Salomon Smith Barney Inc.
BNY Capital Markets, Inc.
Fleet Securities, Inc.
Mizuho International plc
Scotia Capital (USA) Inc.
Daiwa Securities SB Capital Markets Europe Limited
Sanwa International plc
Tokyo-Mitsubishi International plc