Exhibit
10(j)


 


VIACOM


EXCESS 401(k) PLAN


 


EFFECTIVE APRIL 1, 1984


RESTATED AS OF DECEMBER
1, 1999


AMENDED EFFECTIVE JANUARY
1, 2002


FURTHER AMENDED 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.  Any Eligible Employee who is identified by
the Company on or after August 28, 2002 as a reporting person for purposes of
Section 16(b) of the Securities Act of 1934 (“Reporting Employee”) shall no
longer be eligible to participate in this Plan, and shall instead be eligible
to participate in the Viacom Excess 401(k) Plan for Designated Senior
Executives.  Except as provided to the
contrary herein, any elections and deferrals made under the Plan by a Reporting
Employee prior to the date he is identified as a Reporting Employee shall
remain in full force and effect.


 


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 5 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 with the following modifications: (i) the limitations
imposed by Internal Revenue Code §401(a)(17) shall not be taken into account,
and (ii) Bonuses earned for calendar years prior to January 1, 2002 shall not
be excluded.


 


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 that 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 s
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.  In no event shall
any Reporting Employee be considered an Eligible Employee under the Plan on or
after 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 and Excess Bonus Deferral Contributions,
calculated using the rate of matching contributions under the Viacom 401(k)
Plan in effect at the time such Plan contributions are made.  Effective January 1, 2002 for all Bonuses
earned for calendar years beginning after December 31, 2001, Excess Bonus
Deferral Contributions shall not be credited with an Employer Match.


 


2.11                           Excess
Bonus Deferral Contributions.        For
all Bonuses earned for calendar years prior to January 1, 2002, the term
“Excess Bonus Deferral Contributions” means the portion of the Participant’s
Compensation attributable to a Bonus that he elects to defer under the terms of
this Plan.  Effective August 28, 2002
for all Bonuses earned on or after January 1, 2002, the Plan shall no longer
provide for Excess Bonus Deferral Contributions.  Any Bonus Deferral Contribution election made under this Plan for
the Bonus earned for the calendar year 2002 shall be deemed to have been made
under, and be recognized by, the Viacom Bonus Deferral Plan, or the Viacom
Bonus Deferral Plan for Designated Senior Executives, as appropriate.


 


2.12                           Excess
Salary Reduction Contributions.     The term
“Excess Salary Reduction Contributions” means the portion of a Participant’s
Compensation, excluding any Bonus, earned


 


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during a Plan Year (after such Participant has reached any Limitation)
that he elects to defer under the terms of this Plan.


 


2.13                           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.


 


2.14                           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 this 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 the Participant’s Account in this Plan and his account in
the Viacom Bonus Deferral Plan, as well as any similar plan applicable to
Reporting Employees.


 


2.15                           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.


 


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


 


2.17                           Plan.     The
term “Plan” means the Viacom Excess 401(k) Plan as set forth herein, as amended
from time to time.


 


Section 3.                                            Participation.


 


3.1                                 Designation
of Eligible Employees.  All employees who were Eligible Employees
immediately prior to August 28, 2002 will remain Eligible Employees, subject to
Section 2.8.  Beginning August 28, 2002,
each month the Committee will designate in its sole discretion those additional
employees who satisfy the terms of paragraph 2.7 as eligible to participate in
the Plan.


 


3.2                                 Election
to Participate.


 


(a) 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.


 


(b) For Bonuses earned for calendar years prior to
January 1, 2002, an Eligible Employee could elect within 30 days of the date he
became an Eligible Employee to make an Excess Bonus Deferral Contribution with
respect to any Bonus scheduled to be paid in the next succeeding


 


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calendar year.  Prior to
December 31 of each Plan Year, an Eligible Employee could elect to make an
Excess Bonus Deferral Contribution with respect to any Bonus scheduled to be
paid in the second succeeding calendar year. 
For example, prior to December 31, 1999 an Eligible Employee could make
an Excess Bonus Deferral Contribution election with respect to any cash bonus
scheduled to be paid in 2001 under the Viacom Inc. Short-Term Incentive Plan.


 


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.  Any Excess Bonus Deferral Contribution
election is irrevocable once made and is invalid if made beyond the dates
prescribed in paragraph 3.2.


 


3.4                                 Amount
of Elections.


 


(a) 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.


 


(b) For all Bonuses earned for calendar years prior to
January 1, 2002, each Bonus Deferral election filed by an Eligible Employee
must have specified the amount of Excess Bonus Deferral Contribution in a whole
percentage between 1% and 15% of the Participant’s applicable Bonus.


 


(c) For Eligible Employees as of December 31, 1995,
Compensation for Plan Year 1997 subject to Excess Salary Reduction
Contributions and Excess Bonus Deferral Contributions shall not exceed the
greater of (i) $750,000, or (ii) such Eligible Employee’s compensation, as
determined by the Committee, for the 1995 Plan Year.  For employees who become Eligible Employees in 1996 or 1997,
Compensation for Plan Years 1996 and 1997, if applicable, subject to Excess
Salary Reduction Contributions and Excess Bonus Deferral Contributions shall
not exceed $750,000.


 


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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 and,
for Bonuses earned for calendar years beginning prior to January 1, 2002,
Excess Bonus Deferral Contributions, of such Participant.  The eligible portion of a Participant’s
Excess Salary Reduction Contributions and the eligible portion of a
Participant’s Excess Bonus Deferral Contribution shall be limited to 5% of each
contribution. For employees who become eligible in 1996 and subsequent years,
the eligible portion of a Participant’s Excess Salary Reduction Contributions
and the eligible portion of a Participant’s the Excess Bonus Deferral
Contribution shall be based on Compensation up to an annual maximum amount of
$750,000.  For Eligible Employees as of
December 31, 1995, the eligible portion of such Participant’s Excess Salary
Reduction Contributions and the eligible portion of such Participant’s Excess
Bonus Deferral Contribution for the 1997 Plan Year and each subsequent year
shall be based on Compensation up to an annual maximum equal to the greater of
(i) $750,000 or (ii) such Eligible Employee’s compensation, as determined by
the Committee, for the 1995 Plan Year.


 


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 (i) Excess Salary
Reduction Contributions, (ii) Excess Bonus Deferral Contributions for Bonuses
earned for calendar years prior to January 1, 2002 and (iii) Employer Match, if
any, made in all Plan Years.


 


5.2                                 Joint
Payment Account Option Election.


 


(a) Any Joint Payment Option defined in Section
2.13(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 Joint Payment
Option under Section 4.2 of the Viacom Bonus Deferral 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 or under the Viacom Bonus Deferral
Plan, 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


 


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payable on or about January 31 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 Joint 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 Joint Payment Option that provides for annual payments
over a period of four years and terminates employment in 2002, each payment 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%.


 


(c) A Participant may change his Joint Payment Option
no more than three times over the course of his employment with the Company or
any 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 Joint Payment Option shall remain in effect.


 


5.3                                 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


 


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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 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 all 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 here under
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


 


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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 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


 


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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 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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