Exhibit
10(l)


 


VIACOM


EXCESS 401(k) PLAN


FOR DESIGNATED SENIOR
EXECUTIVES


 


EFFECTIVE AUGUST 28, 2002


 


 


Section 1.                                            Establishment
and Purpose of the Plan.


 


1.1                                 Establishment.  There is hereby established for the benefit
of Participants an unfunded plan of voluntarily deferred compensation known as
the Viacom Excess 401(k) Plan for Designated Senior Executives.  Participation in this Plan is limited to
employees of an Employer who are identified by the Company as executive
officers and directors for purposes of Section 16(b) of the Securities Act of
1934 (“Reporting Employees”).  Any
deferrals made under the Viacom Excess 401(k) Plan by any Eligible Employee who
was a participant in the Viacom Excess 401(k) Plan prior to the date he becomes
a Reporting Employee shall remain in the Viacom Excess 401(k) Plan, subject to
the terms of that plan.


 


1.2                                 Purpose.      The
purpose of this Plan is to provide a means by which an Eligible Employee may,
in certain circumstances, elect to defer receipt of a portion of his Compensation.  The Plan also provides that the Company
will, in certain instances, credit the Account of a Participant with an
Employer Match.


 


Section 2.                                            Definitions.


 


The following words and phrases as used in this Plan
have the following meanings:


 


2.1                                 Account.          The
term “Account” shall mean a Participant’s individual account, as described in
Section 4 of the Plan.


 


2.2                                 Board
of Directors.     The term “Board of Directors”
means the Board of Directors of the Company.


 


2.3                                 Bonus.            The
term “Bonus” means any cash bonus paid under the Viacom Inc. Short-Term
Incentive Plan and any other comparable annual cash bonus plan sponsored by any
Employer.


 


2.4                                 Committee.     The
term “Committee” means the Retirement Committee appointed by the Board of Directors.  The Committee may act on its own behalf or
through the actions of its duly authorized delegate.


 


2.5                                 Company.       The
term “Company” means Viacom Inc.


 


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2.6                                 Compensation.  The term “Compensation” means an Eligible
Employee’s annual compensation as defined in the Viacom 401(k) Plan, except
that the limitations imposed by Internal Revenue Code §401(a)(17) shall not be
taken into account.


 


2.7                                 Disability.      A
Participant shall be deemed to have incurred a “Disability” or to be “Disabled”
if the Participant (i) has been determined to be disabled by the Social
Security Administration or (ii) is receiving benefits under the provisions of
the long-term disability plan covering such Participant that is sponsored by or
participated in by the Participant’s Employer. 
The date a Participant meets the definition of Disability shall be
treated as the date he terminates employment for purposes of Section 5 of the
Plan.


 


2.8                                 Eligible
Employee.     The term “Eligible Employee” means
an Employee of an Employer (i) for whom the sum of (a) the rate of annual base
salary for a particular year and (b) actual commissions received for the prior
year, equals or is greater than the annual compensation limit in effect under
Internal Revenue Code Section 401(a)(17) (as adjusted from time to time by the
Committee) and (ii) is designated by the Committee as an employee who is
eligible to participate in the Plan.  If
an employee becomes an Eligible Employee in any Plan Year, such employee shall
remain an Eligible Employee for all future Plan Years; provided, however, that
the Committee may terminate such employee’s eligibility for the Plan if his
annual base salary as of January 1 of any Plan Year is less than the amount in
clause (i) in effect for the Plan Year in which such employee initially became
an Eligible Employee.  Notwithstanding
the foregoing, any employee who immediately prior to August 28, 2002 (i) was an
eligible employee under the Viacom Excess 401(k) Plan and (ii) was a Reporting
Employee, became an Eligible Employee under this Plan effective August 28,
2002.


 


2.9                                 Employer.     The
term “Employer” means the Company and any affiliate or subsidiary that adopts
the Plan on behalf of its Eligible Employees.


 


2.10                           Employer
Match.      The term “Employer Match” means
the amounts credited to a Participant’s Account with respect to a Participant’s
Excess Salary Reduction Contributions, calculated using the rate of matching
contributions under the Viacom 401(k) Plan in effect at the time such Excess
Salary Reduction Contributions are made.


 


2.11                           Excess
Salary Reduction Contributions.     The term
“Excess Salary Reduction Contributions” means the portion of a Participant’s
Compensation earned during a Plan Year (after such Participant has reached any
Limitation) that he elects to defer under the terms of this Plan.


 


2.12                           Investment
Options.     The term “Investment Options” means
the investment funds available to participants in the Viacom 401(k) Plan,
excluding the Self-Directed Brokerage Account.


 


2.13                           Joint
Payment Option.  The term “Joint Payment Option” means, in
accordance with Section 5.2, (i) any payment option election made by a
Participant in effect in the Viacom Excess 401(k) Plan immediately prior to
August 28, 2002, and (ii) any payment option election made on or after August
28, 2002.  A Joint Payment Option shall
apply to all amounts credited to


 


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the Participant’s Account in this Plan, his account in the Viacom
Excess 401(k) Plan and his account in the Viacom Bonus Deferral Plan for
Designated Senior Executives.


 


2.14                           Limitation.     The
term “Limitation” means the limitation on contributions to defined contribution
plans under Section 415(c), on compensation taken into account under Section
401(a)(17), or on elective deferrals under Section 401(k)(3) and Section 402(g)
of the Internal Revenue Code of 1986.


 


2.15                           Participant.     The
term “Participant” means an Eligible Employee who elects to have Excess Salary
Reduction Contributions made to the Plan.


 


2.16                           Plan.     The
term “Plan” means the Viacom Excess 401(k) Plan for Designated Senior
Executives as set forth herein, as amended from time to time.


 


Section 3.                                            Participation.


 


3.1                                 Designation
of Eligible Employees.   Beginning August 28, 2002, each
month the Committee will designate in its sole discretion those employees who
satisfy the terms of paragraph 2.8 as eligible to participate in the Plan.


 


3.2                                 Election
to Participate.       An Eligible Employee
must elect to participate in the Plan. 
An Eligible Employee may elect, at any time after becoming eligible, to
begin participation and to commence making Excess Salary Reduction
Contributions during the Plan Year by filing an election with the Committee in
accordance with this Section 3 and the rules and regulations established by the
Committee.  Such election will be
effective on a prospective basis beginning with the payroll period that occurs
as soon as administratively practicable following receipt of the election by
the Committee.


 


3.3                                 Amendment
or Suspension of Election.     Participants may
change (including, suspend) their existing Excess Salary Reduction Contribution
election under this Plan during the Plan Year by filing a new election in
accordance with the prescribed administrative guidelines.  Such new election will be effective on a
prospective basis beginning with the payroll period that occurs as soon as
administratively practicable following receipt of the election by the
Committee.  A Participant will not be
permitted to make up suspended Excess Salary Reduction Contributions, and
during any period in which a Participant’s Excess Salary Reduction
Contributions are suspended, the Employer Match to the Plan will also be
suspended.


 


3.4                                 Amount
of Elections.


 


Each election filed by an Eligible Employee must
specify the amount of Excess Salary Reduction Contributions in a whole
percentage between 1% and 15% of the Participants’ Compensation, excluding any
Bonus. Except as described otherwise in this Section 3.4, no Eligible Employee
shall be permitted during any Plan Year to make Excess Salary Reduction
Contributions at a rate that exceeds the rate of his Before-Tax Contributions
to the Viacom 401(k) Plan as in effect immediately preceding the time that the
Eligible Employee actually commences Excess Salary Reduction Contributions to
this Plan for that particular Plan Year.


 


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Notwithstanding the foregoing, for the Plan Year ending December 31,
2002, any Eligible Employee who on August 28, 2002 had in effect an Excess
Salary Reduction Contribution election that exceeded the rate of his Before-Tax
Contributions to the Viacom 401(k) Plan as in effect immediately preceding the
time that the Eligible Employee actually commences Excess Salary Reduction
Contributions to this Plan shall be permitted to continue that Excess Salary
Deferral Contribution election for the remainder of such Plan Year.


 


Section 4.                                            Employer
Match.


 


An Employer Match will be credited approximately every
two weeks to a Participant’s Account with respect to the eligible portion of
Excess Salary Reduction Contributions of such Participant.  The eligible portion of a Participant’s
Excess Salary Reduction Contributions shall be limited to 5% of each
contribution. The eligible portion of a Participant’s Excess Salary Reduction
Contributions shall be based on Compensation up to an annual maximum amount of
$750,000.


 


Section 5.                                            Individual
Account.


 


5.1                                 Creation
of Accounts.  The Company will
maintain an Account in the name of each Participant.  Each Participant’s Account will be credited with the amount of
the Participant’s Excess Salary Reduction Contributions, and Employer Match, if
any, made in all Plan Years.


 


5.2                                 Joint
Payment Option Election.


 


(a)   Any Joint
Payment Option defined in Section 2.12(i) shall continue to apply until changed
by the Participant in accordance with this Section 5.


 


(b)   Any
Eligible Employee who first becomes a Participant on or after August 28, 2002
and who has not elected a Joint Payment Option under Section 4.2 of the Viacom
Bonus Deferral Plan, Section 4.2 of the Viacom Bonus Deferral Plan for
Designated Senior Executives or under Section 5.2 of the Viacom Excess 401(k)
Plan shall elect a Joint Payment Option at the same time that the Participant
files his initial election to commence participation in the Plan pursuant to
Section 3.2.   Such Joint Payment Option
shall continue to apply until changed by the Participant in accordance with
this Section 5.


 


(c)  A Participant
may elect to receive his entire Account under either of the following Joint
Payment Options: (1) a single lump sum; or, (2) annual payments over a period
of two, three, four or five years on or about January 31 beginning in the
calendar year immediately following the end of the Plan Year in which the
Participant terminates employment.  If
no Joint Payment Option election is made in accordance with the terms of the
Plan, the Viacom Excess 401(k) Plan or the Viacom Deferred Bonus Plan for
Designated Senior Executives, a Participant shall be deemed to have elected to
receive his Account in a single lump sum on or about January 31 of the calendar
year immediately following the end of the Plan Year in which the Participant
terminates employment.  If a Participant
makes a Joint Payment Option election to receive payments in a single lump sum,
such lump sum shall be payable on or about January 31 


 


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of the calendar year immediately following the end of the Plan Year in
which the Participant terminates employment, unless the Participant elects to
be paid on or about January 31 of the 2nd, 3rd, 4th or 5th calendar year
following the year in which the Participant terminates employment.  If a Participant elects to receive annual
payments over a period of two or more years, such annual payments shall be made
in substantially equal annual payments, unless the Participant designates at
the time of making his Joint Payment Option election a specific percentage of
his Account to be distributed in each year. 
All specified percentages must be a whole multiple of 10% and the total
of all designated percentages must be equal to 100%.


 


Example 1:  If
a Participant elects (or is deemed to elect) a Payment Option that provides for
a lump sum payment and terminates employment in 2002, such lump sum shall be
paid on or about January 31, 2003.  A
Participant alternatively could designate January 31 of 2004, 2005, 2006 or
2007 in which to receive his lump sum.


 


Example 2:  If
a Participant elects a Payment Option that provides for annual installments
over a period of four years and terminates employment in 2002, each installment
paid on or about January 31, 2003 through 2006 will be comprised of
approximately 25% of the Participant’s Account as of the Participant’s date of
termination.  A Participant
alternatively could designate 10% of his Account to be distributed in January,
2003, 20% in January, 2004, 30% in January, 2005 and 40% in January 2006; or,
any other combination of percentages that totals 100%.


 


(d)                                 A
Participant may change his Joint Payment Option no more than three times over
the course of his employment with the Company or an Affiliate.  A Participant may change an existing Joint
Payment Option only one time in any calendar year.  Any change of a Participant’s existing Joint Payment Option
election made less than six months prior to the Participant’s termination of
employment for any reason shall be null and void and the Participant’s last
valid Payment Option shall remain in effect.


 


a.                                       Investments.


 


(a) All Excess Salary Reduction Contributions, Excess
Bonus Deferral Contributions and Employer Match, if any, will be credited
through December 31st of the calendar year in which the Participant terminates
employment with an amount equal to such amount which would have been earned had
such contributions been invested in the same Investment Options and in the same
proportion as the Participant may elect, from time to time, to have his Salary
Reduction Contributions and Matching Employer Contributions invested under the
Viacom 401(k) Plan; or if no such election has been made, in the PRIMCO Stable
Value Fund (or any successor fund).


 


(b) If a Participant elects (or is deemed to elect) a
single lump sum Joint Payment Option payable in the first calendar year
following the calendar year in which the Participant terminates employment, no
additional adjustments will be made to the Participant’s Account after December
31st of the calendar year in which the Participant terminates employment.  If a Participant elects a single lump sum
Joint Payment Option payable in the second, third, fourth or fifth calendar
year following the calendar year in which the Participant terminates
employment, the Participant’s Account shall be credited with earnings based on
the rate of return in the PRIMCO Stable Value Fund (or any successor fund)
beginning January 1st of the calendar year following the year in


 


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which the Participant terminates employment and continuing through
December 31st of the calendar year immediately preceding the calendar year in
which the single lump sum is paid.


 


(c) If a Participant elects annual payments, no
additional adjustments will be made to any amount payable in the first calendar
year following the year in which the Participant terminates employment.  For any annual payments made in the second,
third, fourth or fifth year following the calendar year in which the
Participant terminates employment, the Participant’s Account shall be credited
with earnings based on the rate of return in the PRIMCO Stable Value Fund (or
any successor fund) beginning January 1st of the calendar year following the
year in which the Participant terminates employment and continuing through
December 31st of the calendar year immediately preceding the calendar year in
which each payment is made.


 


(d) No provision of this Plan shall require the
Company or the Employer to actually invest any amounts in any fund or in any
other investment vehicle.


 


5.4                                 Account
Statements.     Each Participant will be given, at
least annually, a statement showing (i) the amount of Contributions, (ii) the
amount of Employer Match, if any, made with respect to his Account for such
Plan Year, and (iii) the balance of the Participant’s Account after crediting
Investments.


 


Section 6.                                            Payment.


 


6.1                                 Payment
on Account of Termination of Employment for Reasons Other Than Disability.     A
Participant (or a Participant’s beneficiary) shall be paid the balance in his
Account following termination of employment in accordance with the Joint
Payment Option in effect with respect to the Participant.


 


6.2                                 Payment
on Account of Disability.    A Participant (or a
Participant’s beneficiary) shall be paid the balance in his Account following the
date he meets the definition of Disability in accordance with the Joint Payment
Option in effect with respect to the Participant.  If a Participant no longer meets the definition of Disability and
returns to work with an Employer, no further payments shall be made on account
of the prior Disability, and distribution of his remaining Account shall be
made as otherwise provided in this Section 6 at the time of his subsequent
termination of employment.


 


Section 7.                                            Nature
of Interest of Participant.


 


Participation in this Plan will not create, in favor
of any Participant, any right or lien in or against any of the assets of the
Company or any Employer, and all amounts of Compensation deferred hereunder
shall at all times remain an unrestricted asset of the Company or the
Employer.  A Participant’s rights to
benefits payable under the Plan are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, or encumbrance.  All payments hereunder shall be paid in cash
from the general funds of the Company or applicable Employer and no special or
separate fund shall be established and no other segregation of assets shall be
made to assure the payment of benefits hereunder.  Nothing contained in this Plan, and no action taken pursuant to its
provisions, shall create or be construed to create a trust of any kind, or a


 


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fiduciary relationship, between any Employer and a Participant or any
other person, and the Company’s and each Employer’s promise to pay benefits
hereunder shall at all times remain unfunded as to the Participant.


 


Section 8.                                            Hardship
Distributions and Deferral Revocations.


 


A Participant may request the Committee to accelerate
distribution of all or any part of the value of his Account solely for the
purpose of alleviating an immediate financial emergency.  For purposes of the Plan, such an immediate
financial emergency shall mean an unanticipated emergency that is caused by an
event beyond the control of the Participant and which would


result in severe financial hardship to the Participant if early
distribution were not permitted.  The
Committee may request that the Participant provide certifications and other
evidence of qualification for such emergency hardship distribution as it
determines appropriate.  The decision of
the Committee with respect to the grant or denial of all or any part of such
request shall be in the sole discretion of the Committee, whether or not the
Participant demonstrates an immediate financial emergency exists, and shall be
final and binding and not subject to review.


 


Section 9.                                            Beneficiary
Designation.


 


A Participant’s beneficiary designation for this Plan
will automatically be the same as the Participant’s beneficiary designation
recognized under the Viacom 401(k) Plan, unless a separate Designation of
Beneficiary Form for this Plan has been properly filed.


 


Section 10.                                      Administration.


 


10.1                           Committee.     This
Plan will be administered by the Committee, the members of which will be
selected by the Board of Directors.


 


10.2                           Powers
of the Committee.     The Committee’s powers will
include, but will not be limited to, the power


(i)                           to
determine who are Eligible Employees for purposes of participation in the Plan,


(ii)                        to
interpret the terms and provisions of the Plan and to determine any and all
questions arising under the Plan, including without limitation, the right to
remedy possible ambiguities, inconsistencies, or omissions by a general rule or
particular decision,


(iii)                     to adopt
rules consistent with the Plan, and.


(iv)                    to approve
certain amendments to the Plan.


 


10.3                           Claims
Procedure.     The Committee shall have the
exclusive right to interpret the Plan and to decide any and all matters arising
thereunder.  In the event of a claim by
a Participant as to the amount of any distribution or method of payment under
the Plan, within 90 days of the filing of such claim, unless special
circumstances require an extension of such period, such person will be given
notice in writing of any denial, which notice will set forth the reason for the
denial, the Plan provisions on which the denial is based, an explanation of
what other material or information, if nay, is needed to perfect the claim, and
an explanation of the claims


 


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review procedure.  The
Participant may request a review of such denial within 60 days of the date of
receipt of such denial by filing notice in writing with the Committee.  The Participant will have the right to
review pertinent Plan documents and to submit issues and comments in
writing.  The Committee will respond in
writing to a request for review within 60 days of receiving it, unless special
circumstances require an extension of such period.  The Committee, at its discretion, may request a meeting to
clarify any matters deemed appropriate.


 


10.4                           Finality
of Committee Determinations.     Determinations by
the Committee and any interpretation, rule, or decision adopted by the
Committee under the Plan or in carrying out or administering the Plan shall be
final and binding for all purposes and upon all interested persons, their
heirs, and personal representatives.


 


10.5                           Severability.     If
a provision of the Plan shall be held illegal or invalid, the illegality or
invalidity shall not affect the remaining parts of the Plan, and the Plan shall
be construed and enforced as if the illegal or invalid provision had not been
included in the Plan.


 


10.6                           Governing
Law.     The provisions of the Plan shall be
governed by and construed in accordance with the laws of the State of New York,
to the extent not preempted by the laws of the United States.


 


10.7                           Gender.            Wherein
used herein, words in the masculine form shall be deemed to refer to females as
well as males.


 


Section 11.                                      No Employment
Rights.


 


No provisions of the Plan or any action taken by the
Company, the Board of Directors, or the Committee shall give any person any
right to be retained in the employ of any Employer, and the right and power of
the Company to dismiss or discharge any Participant is specifically reserved.


 


Section 12.                                      Amendment,
Suspension, and Termination.


 


The Retirement Committee shall have the right to amend
the Plan at any time, unless provided otherwise in the Company’s governing
documents.  The Board of Directors shall
have the right to suspend or terminate the Plan at any time. No amendment,
suspension or termination shall, without the consent of a Participant,
adversely affect such Participant’s rights in his account.  In the event the Plan is terminated, the Committee
shall continue to administer the Plan in accordance with the relevant
provisions thereof.


 


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