Exhibit 4.10

                           Form of 2011 Exchange Note



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

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

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

<PAGE>



                                   VIACOM INC.

                          6.625% Senior Notes due 2011

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

                                                                       $[      ]

                                                                          CUSIP:


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

                  This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), unlimited in aggregate
principal amount, issued and to be issued in one or more series under an
indenture dated as of May 15, 1995 among the Company, Viacom International Inc.,
as guarantor (the "Guarantor") and Citibank, N.A., as successor to State Street
Bank and Trust Company and The First National Bank of Boston, trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), as supplemented by the

<PAGE>

First Supplemental Indenture dated as of May 24, 1995 among the Company, the
Guarantor and the trustee party thereto, as supplemented and amended by the
Second Supplemental Indenture and Amendment No. 1 dated as of December 15, 1995
among the Company, the Guarantor and the trustee party thereto, as supplemented
by the Third Supplemental Indenture dated as of July 22, 1996, among the
Company, the Guarantor and the trustee party thereto, as supplemented by the
Fourth Supplemental Indenture dated as of August 1, 2000 among the Company, the
Guarantor and the Trustee, as further supplemented by the Fifth Supplemental
Indenture dated as of January 17, 2001 among the Company, the Guarantor and the
Trustee and as further supplemented by the Sixth Supplemental Indenture dated as
of May 17, 2001 among the Company, the Guarantor and the Trustee (as so
supplemented and amended, the "Indenture"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties, obligations and immunities
thereunder of the Company, the Trustee and the Holders of the Securities, and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of a series designated as 6.625% Senior Notes
due 2011, initially limited in aggregate principal amount to $1,000,000,000.
This Security is a global Security representing $[ ] of the Securities.

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

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

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

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

<PAGE>

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

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

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

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

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

                  As set forth in, and subject to, the provisions of the
Indenture, no Holder of any Security of this series will have any right to
institute any proceeding with respect to the Indenture or for any remedy
thereunder, unless such Holder shall have previously given to the Trustee

<PAGE>

written notice of a continuing Event of Default with respect to this series, the
Holders of not less than 25% in principal amount of the Outstanding Securities
of this series shall have made written request, and offered reasonable
indemnity, to the Trustee to institute such proceeding as trustee, and the
Trustee shall not have received from the Holders of a majority in principal
amount of the Outstanding Securities of this series a direction inconsistent
with such request and shall have failed to institute such proceeding within 60
days; provided, however, that such limitations do not apply to a suit instituted
by the Holder hereof for the enforcement of payment of the principal of or
interest on this Security on or after the respective due dates expressed herein.

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

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

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

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

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

                  If at any time, a Depositary is at any time unwilling or
unable to continue as Depositary and a successor Depositary is not appointed by
the Company within 90 days, then the Company will execute and the Trustee will
authenticate and deliver Securities in definitive registered form, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of this Security in exchange for this Security. Such Securities in
definitive registered form shall be registered in such names and issued in such
authorized denominations as

<PAGE>

the Depositary, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall deliver
such Securities to the Persons in whose names such Securities are so registered.

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

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

<PAGE>


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

Dated:                                          VIACOM INC., as Issuer



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

Attest:



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


<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

                                                CITIBANK, N.A., as Trustee



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


<PAGE>


                     GUARANTEE OF VIACOM INTERNATIONAL INC.


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

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

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

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

<PAGE>

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

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

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

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

<PAGE>


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

Dated:                                          VIACOM INTERNATIONAL INC.




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


Attest:



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