Exhibit 10.1




                                                Viacom Inc.
                                 2004 Long-Term Management Incentive Plan
                           Performance-Based Restricted Share Units Certificate
                           ----------------------------------------------------


                           NAME:
                                   --------------------------------------------

                           NUMBER OF
                           RESTRICTED SHARE UNITS:
                                                   ----------------------------

                           DATE OF GRANT:
                                         --------------------------------------


                                                 VIACOM INC.


                                    This certifies that Viacom Inc., a Delaware
                           corporation (the "Company"), has granted to the
                           employee named above (the "Participant"), on the date
                           indicated above (the "Date of Grant"), the number of
                           performance-based restricted share units (the
                           "Restricted Share Units"), indicated above, under the
                           Company's 2004 Long-Term Management Incentive Plan,
                           as amended from time to time (the "Plan"), all on the
                           terms and conditions to this restricted share units
                           certificate attached hereto as part hereof (the
                           "Terms and Conditions").




                                                   ----------------------------
                                                   William A. Roskin
                                                   Executive Vice President,
                                                   Human Resources and
                                                   Development


<PAGE>


                                   Viacom Inc.
                    2004 Long-Term Management Incentive Plan
Terms and Conditions to the Performance-Based Restricted Share Units Certificate
--------------------------------------------------------------------------------


                                    ARTICLE I

                         TERMS OF RESTRICTED SHARE UNITS


         Section 1.1 Grant of Performance-Based Restricted Share Units. The
Performance-Based Restricted Share Units (the "Restricted Share Units") have
been awarded to the Participant subject to the terms and conditions contained in
(A) the certificate for the [Insert Date of Grant] grant of Restricted Share
Units provided simultaneously on-line or attached hereto (the "Restricted Share
Units Certificate") and the Terms and Conditions contained herein (collectively,
the "Certificate") and (B) the Plan, the terms of which are hereby incorporated
by reference. A copy of the Plan is being provided simultaneously on-line or
attached hereto. Capitalized terms that are not otherwise defined herein have
the meanings assigned to them in the Restricted Share Units Certificate or the
Plan. Each Restricted Share Unit shall entitle the Participant to receive one
share of Class B Common Stock, subject to the terms and conditions set forth in
the Certificate and the Plan.

         Section 1.2  Terms of Restricted Share Units.

         (a) Vesting. Subject to the other terms and conditions contained in the
Certificate and in the Plan, the Restricted Share Units shall vest and become
non-forfeitable upon certification by the Committee that the performance goal
described below (the "Performance Goal") established by the Committee for the
[Insert Date of Period] (the "Performance Period") has been achieved. If the
Committee determines that the Performance Goal established for the Restricted
Share Units for the Performance Period has not been achieved, the Restricted
Share Units will not vest, and will be immediately cancelled in their entirety
and the Participant's rights with respect to such Restricted Shares will cease.
The Performance Goal for the Performance Period is [Insert Description of
Performance Goal], subject to adjustment pursuant to Section 2.2 hereof.

         (b) Settlement. On the date the Restricted Share Units vest, all
restrictions contained in the Certificate and in the Plan shall lapse as to the
Restricted Share Units and the Restricted Share Units shall be payable in shares
of Class B Common Stock, which may be evidenced in such manner as the Committee
in its discretion shall deem appropriate, including, without limitation,
book-entry, registration or issuance of one or more stock certificates.
Settlement of vested Restricted Share Units shall be made as soon as practicable
after the vesting date. If stock certificates are issued, such certificates
shall be delivered to the Participant or such certificates shall be credited to
a brokerage account if the Participant so directs; provided, however, that such
certificates shall bear such legends as the Committee, in its sole discretion,
may determine to be necessary or advisable in order to comply with applicable
U.S. federal or state securities laws. If permitted by the Committee, the
Participant may elect to defer settlement of the Restricted Share Units in
accordance with procedures established by the Committee from time to time.

         (c) Dividend Equivalents. Dividend Equivalents shall accrue on the
Restricted Share Units until the Restricted Share Units are settled. The Company
shall credit the accrual of the Dividend Equivalents to the Participant's
account at such time and in such manner as determined by the Committee, in its
sole discretion. The Company shall maintain a bookkeeping record with


<PAGE>


respect to the amount of the Dividend Equivalents credited to the Participant's
account. The Dividend Equivalents that have been credited to the Participant's
account shall be paid in shares of Class B Common Stock when the Restricted
Share Units are settled. Payment of Dividend Equivalents that have been credited
to the Participant's account will not be made with respect to any Restricted
Share Units that do not vest and are cancelled. If the Participant is permitted
to defer settlement of the Restricted Share Units, the Dividend Equivalents
credited to the Participant's account with respect to such Restricted Share
Units shall be converted, on the date on which the Restricted Share Units vest
and on each anniversary thereof until the Restricted Share Units are settled,
into additional whole and/or fractional Restricted Share Units, based on the
Fair Market Value of the Class B Common Stock on the vesting date and such
additional Restricted Shares Units shall be deferred subject to the same terms
and conditions as the Restricted Share Units to which the Dividend Equivalents
originally related. Additionally, during the period in which settlement of the
Restricted Share Units are deferred, such Restricted Shares Units shall earn
additional Dividend Equivalents. Such additional Dividend Equivalents shall be
converted into additional whole and/or fractional Restricted Share Units, based
on the Fair Market Value of the Class B Common Stock on each anniversary of the
vesting date of such Restricted Share Units. The Dividend Equivalents shall be
settled at the same time and in the same manner as the original underlying
Restricted Share Units.

         (d) Termination of Employment, Retirement, Permanent Disability or
Death. In the event that (i) the Participant's employment with the Company or
any of its Subsidiaries ends by reason of voluntary termination by the
Participant, termination by the Company or any of its Subsidiaries other than a
Termination for Cause, termination by the Company or any of its Subsidiaries due
to a Termination for Cause or the Participant's Retirement, or (ii) the
Participant's Permanent Disability or death occurs, prior to the date or dates
on which the Restricted Share Units vest in accordance with Section 1.2(a)
hereof, the Participant shall forfeit all unvested Restricted Share Units as of
the date of such event, unless the Committee determines otherwise and provides
that some or all of such Participant's unvested Restricted Share Units shall
vest as of the date of such event, in which case, certificates representing
shares of Class B Common Stock shall be delivered in accordance with Section
1.2(b) hereof, to the Participant or, in the case of the Participant's death, to
the person or persons who acquired the right to receive such certificates by
will or the laws of descent and distribution. A "termination of employment"
occurs, for purposes of the Restricted Share Units, when a Participant is no
longer an employee of the Company or any of its Subsidiaries. Unless the
Committee determines otherwise, the employment of a Participant who works for a
Subsidiary shall terminate, for purposes of the Restricted Share Units, on the
date on which the Participant's employing company ceases to be a Subsidiary.


                                   ARTICLE II

                              ADJUSTMENT OF AWARDS


         Section 2.1 Effect of Certain Corporate Changes. In the event of a
merger, consolidation, stock split, reverse stock split, dividend, distribution,
combination, reclassification, reorganization, split-up, spin-off or
recapitalization that changes the character or amount of the Class B Common
Stock or any other changes in the corporate structure, equity securities or
capital structure of the Company, the Committee shall make such adjustments, if
any, to the number and kind of securities subject to the Restricted Share Units,
as it deems appropriate. The Committee may, in its sole discretion, also make
such other adjustments as it deems appropriate in order to preserve the benefits
or potential benefits intended to be made


<PAGE>


available hereunder. Such determinations by the Committee shall be conclusive
and binding on all persons for all purposes.


         Section 2.2 Adjustment of Performance Goal. In the event that, during
the Performance Period, any merger, consolidation, combination, reorganization,
recapitalization, acquisition, divestiture, spin-off, liquidation, dissolution,
sale of assets, or other similar corporate transaction or event, or any other
extraordinary event or circumstance occurs which has the effect, as determined
by the Committee, in its sole discretion, of distorting the Performance Goal,
including, without limitation, changes in accounting standards, the Committee
may adjust or modify, as determined by the Committee in its sole discretion, the
calculation of the Performance Goal, to the extent necessary to prevent
reduction or enlargement of the award of the Restricted Share Units for such
Performance Period attributable to such transaction, circumstance or event. Such
adjustments by the Committee shall be conclusive and binding on all persons for
all purposes.


                                   ARTICLE III

                                   DEFINITIONS


         As used herein, the following terms shall have the following meanings:

         (a) "Board" shall mean the Board of Directors of the Company.

         (b) "Certificate" shall mean the Restricted Share Units Certificate,
together with the Terms and Conditions contained herein.

         (c) "Class B Common Stock" shall mean shares of Class B Common Stock,
par value $0.01 per share, of the Company.

         (d) "Code" shall mean the U.S. Internal Revenue Code of l986, as
amended, including any successor law thereto and the rules and regulations
promulgated thereunder.

         (e) "Committee" shall mean the Compensation Committee of the Board (or
such other Committee(s) as may be appointed or designated by the Board to
administer the Plan).

         (f) "Company" shall mean Viacom Inc., a Delaware corporation.

         (g) "Date of Grant" shall be the date set forth on the Restricted Share
Units Certificate.

         (h) "Dividend Equivalent" shall mean an amount in cash equal to the
regular cash dividend that would have been paid on the number of shares of Class
B Common Stock underlying the Restricted Share Units.

          (i) "Fair Market Value" of a share of Class B Common Stock on a given
date shall be the 4:00 p.m. (New York time) closing price on such date on the
New York Stock Exchange or other principal stock exchange on which the Class B
Common Stock is then listed, as reported by The Wall Street Journal (Northeast
edition) or as reported by any other authoritative source selected by the
Company.


<PAGE>


         (j) "Participant" shall mean the employee named on the Restricted Share
Units Certificate.

         (k) "Performance Goal" shall have the meaning set forth in Section
1.2(a) hereof.

         (l) "Performance Period" shall mean the period of time set forth in
Section 1.2(a) hereof.

         (m) "Permanent Disability" shall have the same meaning as such term or
a similar term has in the long-term disability policy maintained by the Company
or a Subsidiary thereof for the Participant and that is in effect on the date of
the onset of the Participant's Permanent Disability unless the Committee
determines otherwise.

         (n) "Plan" shall mean the Viacom Inc. 2004 Long-Term Management
Incentive Plan, as amended from time to time.

         (o) "Restricted Share Units" shall mean the contractual right granted
to the Participant to receive shares of Class B Common Stock, subject to the
terms and conditions set forth in the Certificate and the Plan.

         (p) "Restricted Share Units Certificate" shall have the meaning set
forth in Section 1.1 hereof.

          (q) "Retirement" shall mean the resignation or termination of
employment after attainment of an age and years of service required for payment
of an immediate pension pursuant to the terms of any qualified defined benefit
retirement plan maintained by the Company or a Subsidiary in which the
Participant participates; provided, however, that no resignation or termination
prior to a Participant's 60th birthday shall be deemed a retirement unless the
Committee so determines in its sole discretion; and provided, further, that the
resignation or termination of employment other than a Termination for Cause
after attainment of age 60 shall be deemed a retirement if the Participant does
not participate in a qualified defined benefit retirement plan maintained by the
Company or a Subsidiary.

         (r) "Subsidiary" shall mean a corporation (or a partnership or other
enterprise) in which the Company owns or controls, directly or indirectly, more
than 50% of the outstanding shares of stock normally entitled to vote for the
election of directors (or comparable equity participation and voting power).

          (s) "Termination for Cause" shall mean a termination of employment
with the Company or any of its Subsidiaries which, as determined by the
Committee, is by reason of (i) "cause" as such term or a similar term is defined
in any employment agreement that is in effect and applicable to the Participant,
or (ii) if there is no such employment agreement or if such employment agreement
contains no such term, unless the Committee determines otherwise, the
Participant's: (A) dishonesty; (B) conviction of embezzlement, fraud or other
conduct which would constitute a felony; (C) willful unauthorized disclosure of
confidential information; (D) failure, neglect of or refusal to substantially
perform the duties of the Participant's employment; or (E) any other act or
omission which is a material breach of the Company's policies regarding
employment practices or the applicable federal, state and local laws prohibiting
discrimination or which is materially injurious to the financial condition or
business reputation of the Company or any Subsidiary thereof.


<PAGE>


                                   ARTICLE IV

                                  MISCELLANEOUS


         Section 4.1 No Rights to Awards or Continued Employment. Neither the
Certificate, the Plan nor any action taken in accordance with such documents
shall confer upon the Participant any right to be employed by or to continue in
the employment of the Company or any Subsidiary, nor to be entitled to any
remuneration or benefits not set forth in the Plan or the Certificate, including
the right to receive any future awards under the Plan or any other plan of the
Company or any Subsidiary or interfere with or limit the right of the Company or
any Subsidiary to modify the terms of or terminate the Participant's employment
at any time for any reason.

         Section 4.2 Restriction on Transfer. The rights of the Participant with
respect to the Restricted Share Units shall be exercisable during the
Participant's lifetime only by the Participant and shall not be transferable by
the Participant to whom the Restricted Share Units are granted, except by will
or the laws of descent and distribution; provided, that the Committee may permit
other transferability, subject to any conditions and limitations that it may, in
its sole discretion, impose.

         Section 4.3 Taxes. The Company or a Subsidiary, as appropriate, shall
be entitled to withhold from any payment made under the Plan to the Participant
or a Participant's estate or any permitted transferee an amount sufficient to
satisfy any federal, state, local and/or other tax withholding requirement. The
Committee, in its discretion, may, as a condition to the settlement of the
Restricted Share Units, payment of the Dividend Equivalents or delivery of any
certificate(s) for shares of Class B Common Stock, require that an additional
amount be paid in cash equal to the amount of any federal, state, local and/or
other tax withholding requirement or, alternatively, permit the Participant to
satisfy such tax withholding requirement by withholding shares of Class B Common
Stock subject to the applicable Restricted Share Units and/or Dividend
Equivalents.

         Section 4.4 Stockholder Rights. The grant of Restricted Share Units
under the Certificate shall not entitle the Participant or a Participant's
estate or any permitted transferee to any rights of a holder of shares of Class
B Common Stock, other than when and until the Participant, the Participant's
estate or the permitted transferee is registered on the books and records of the
Company as a stockholder and share certificates are delivered to such party upon
settlement of the Restricted Share Units or payment of the Dividend Equivalents.
Unless otherwise determined by the Committee in its discretion, no adjustment
shall be made for dividends or distributions or other rights in respect of any
shares of Class B Common Stock for which the record date is prior to the date on
which the Participant, a Participant's estate or any permitted transferee shall
become the registered holder of such shares of Class B Common Stock.

         Section 4.5 No Restriction on Right of Company to Effect Corporate
Changes. Neither the Plan nor the Certificate shall affect in any way the right
or power of the Company or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issue of stock or of options, warrants or rights to purchase
stock or of bonds, debentures, preferred or prior preference stocks whose rights
are superior to or affect the Class B Common Stock or the rights thereof or
which are convertible into or exchangeable for


<PAGE>


Class B Common Stock, or the dissolution or liquidation of the Company, or any
sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise.

         Section 4.6 Interpretation. In the event of any conflict between the
provisions of the Certificate (including the definitions set forth herein) and
those of the Plan, the provisions of the Plan will control. Additionally, in the
event of a conflict or ambiguity between the provisions of the Certificate and
the provisions of any employment agreement that is in effect and applicable to
the Participant with respect to the Restricted Share Units, the provisions of
such employment agreement shall be deemed controlling to the extent such
provisions are consistent with the provisions of the Plan and are more favorable
to the Participant than the provisions of the Certificate.

         Section 4.7 Breach of Covenants. In the event that the Committee makes
a good faith determination that the Participant committed a material breach of
the restrictive covenants relating to non-competition, no solicitation of
employees, confidential information or proprietary property in any employment or
other agreement applicable to the Participant during the one year period after
termination of the Participant's employment with the Company or a Subsidiary for
any reason, the Participant will be required to return the shares of Class B
Common Stock received by him or her in settlement of the Restricted Share Units
and payment of the Dividend Equivalents or, if such shares of Class B Common
Stock were sold by the Participant, return any proceeds realized on the sale of
such shares of Class B Common Stock during the one year period prior to such
breach or any time after such breach occurs.

         Section 4.8 Governmental Regulations. The Restricted Share Units shall
be subject to all applicable rules and regulations of governmental or other
authorities.

         Section 4.9 Headings. The headings of articles and sections herein are
included solely for convenience of reference and shall not affect the meaning of
any of the provisions of the Certificate.

         Section 4.10 Governing Law. The Certificate and all rights hereunder
shall be construed in accordance with and governed by the laws of the State of
Delaware.