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                                                                   Exhibit 10(j)

                        EXCESS PENSION PLAN FOR CERTAIN
                     EMPLOYEES OF VIACOM INTERNATIONAL INC.
                         RESTATED AS OF JANUARY 1, 1996


1.  Effective Date
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    The Plan was adopted effective as of January 1, 1989. It is hereby restated
    effective January 1, 1996.

2.  Purpose
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    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
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    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 which
    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.
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    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
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    Employees who are eligible for benefits under the Plan are those Employees
    who are Participants in the Basic Plan and whose annual base salary is
    payable at a rate equal to or in excess of $150,000, as adjusted from time
    to time by the Committee. If an Employee becomes eligible for benefits under
    the Plan in any Plan year, such Employee shall remain a participant of the
    Plan for all further 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 greater of (i) $750,000 or

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    (ii) the Employee's Compensation under the Plan as it existed with respect
    to 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
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    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 his 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 beneficiary(ies) under the Basic Plan.

    Notwithstanding any other provision of this Plan to the contrary, in no
    event shall the years of Benefit Service used to calculate an Employee's
    Plan benefit exceed 30 years.

6.  Payment of Benefits
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    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
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    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

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    be entitled to any payments from the Pension Trust maintained under the
    Basic 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, but reserves the
    right to amend or discontinue it if, in its sole judgment, such a change is
    deemed necessary or desirable.

    However, if the Company should amend or discontinue this 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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