Exhibit 10(k)


 


VIACOM EXCESS PENSION
PLAN 

RESTATED AS OF JANUARY 1, 2003


 


 


1.                                      EFFECTIVE DATE


 


The Excess Pension Plan for Certain Employees of Viacom International
Inc. was adopted as of January 1, 1989 and restated as of January 1, 1996.  It is hereby restated effective January 1,
2003, and renamed the Viacom Excess Pension Plan.


 


2.                                      PURPOSE


 


The purpose of this Plan is to provide for the payment of certain
pension and pension-related benefits to certain employees so that the total
pension and pension-related benefits of such employees can be determined on the
same basis as is applicable to all other employees of Viacom Inc. (hereinafter
called “the Company”).  The creation of
this Plan was made necessary by certain benefit limitations imposed on the
Viacom Pension Plan (hereinafter called the “Basic Plan”) by Section 401(a)(17)
and Section 415 of the Internal Revenue Code (the “Code”) of 1986, as amended;
the Employee Retirement Income Security Act of 1974, and related legislation.


 


3.                                      ADMINISTRATION


 


This Plan shall be administered by the Retirement Committee appointed
by the Board of Directors (hereinafter called “the Committee”) which shall
administer it in a manner consistent with the administration of the Basic Plan,
except that this Plan shall be administered as an unfunded plan that is not
intended to meet the qualification requirements of Section 401(a) of the
Code.  The Committee’s decisions in all
matters involving the interpretation and application of this Plan shall be
final.  The Committee may act on its own
behalf or through the actions of its duly authorized representative.


 


The Committee shall be the final review committee under the Plan, with
the authority to determine conclusively for all parties any and all questions
arising from the administration of the Plan, and shall have sole and complete
discretionary authority and control to manage the operation and administration
of the Plan, including, but not limited to, the determination of all questions
relating to eligibility for participation and benefits, interpretation of all
Plan provisions, determination of the amount and kind of benefits payable to
any participant, spouse or beneficiary, and construction of disputed or
doubtful terms.  Such decisions shall be
conclusive and binding on all parties and not subject to further review.


 

















 


4.                                      ELIGIBILITY


 


Employees who are eligible for benefits under the Plan are those
Employees who are (i) Participants in the Basic Plan and whose annual base
salary and commissions payable at a rate equal to or in excess of the annual
compensation limit in effect under Section 401(a)(17) of the Code, and (ii) are
designated by the Committee as an employee 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.


 


For purposes of this Plan, “Compensation” means the total compensation
taken into account under the Basic Plan (without regard to the limitations of
Section 401(a)(17) of the Code and the regulations thereunder) plus any of
deferrals under any non-qualified deferred compensation plan maintained by the
Company, including bonus deferrals under any such plan.  Notwithstanding the foregoing, effective for
the year ending December 31, 1988, Compensation paid to Frederick Schneier
shall include amounts deemed received by him as a result of the transfer to him
of a portion of the Company’s equity interest in certain real property located
at 1277 So. Beverly Glen Blvd., Unit 402, Los Angeles, CA  90224.


 


An eligible Employee’s Compensation under this Plan shall be subject to
a maximum annual Compensation of $750,000. 
For Employees eligible as of December 31, 1995, the maximum annual
Compensation for the 1996 Plan Year and each subsequent Plan Year shall be the
Employee’s Compensation under the Plan for the 1995 Plan Year.


 


In no event shall an Employee who is not entitled to benefits under the
Basic Plan be eligible for a benefit under this Plan.


 


5.                                      AMOUNT OF BENEFIT


 


The benefits payable to an eligible Employee or his beneficiary(ies)
under this Plan shall equal the excess, if any, of:


 


(a)                                  the benefits which would have been paid to such Employee, or on his
behalf to this beneficiary(ies), under the Basic Plan, if the provisions of
such Plan were administered without regard to the limitations required by Code
Sections 401(a)(17) and 415 and by including all Compensation (as defined in
Section 4 above) earned by such Employee, over


 


(b)                                 the benefits which are payable to such
Employee or on his behalf to his benefificary(ies) under the Basic Plan.


 


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(c)                                  In determining the benefit of any eligible
Employee who prior to January 1, 1996 was a participant in the Paramount
Communications Inc. Retirement Plan, such eligible Employee shall not be
credited with any Benefit Service prior to January 1, 1996.


 


6.                                      PAYMENT OF BENEFITS


 


Payment of benefits under this Plan shall be coincident with and in the
same form and manner as the payment of the limited benefit payments made to the
Employee or on his behalf to his beneficiaries under the Basic Plan.


 


7.                                      EMPLOYEES’ RIGHTS


 


An Employee’s rights under this Plan, including his rights to vested
benefits, shall be the same as his rights under the Basic Plan, except that he
shall not be entitled to any payments from the Pension Trust maintained under
said Plan on the basis of any benefits to which he may be entitled under this
Plan.  Benefits under this Plan shall be
payable from the general assets of the Company.


 


8.                                      AMENDMENT AND
DISCONTINUANCE


 


The Company expects to continue this Plan indefinitely.  However, the Board of Directors shall have
the right to amend, suspend or terminate Plan at any time, if, in its sole
judgment, such a change is deemed necessary or desirable.  The Retirement Committee shall have the
right to amend the Plan at any time, unless provided otherwise in the Company’s
governing documents.


 


However, if the Board of Directors or the Committee should amend the
Plan, or if the Board of Directors should suspend or terminate the Plan, the
Company shall be liable for the lesser of:


 


(a)                                  any benefits accrued under this Plan
(determined on the basis of each Employee’s presumed termination of employment
as of the date of such amendment or discontinuance) as of the date of such
action; or


 


(b)                                 any benefits which would have been accrued
under this Plan up to the date of the actual termination of employment, if this
Plan had remained in existence until such time.


 


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