Summary of Retiree Benefits Effective January 1, 2003

I. Medical Plans for Pre-Medicare Retirees:
The United Healthcare 90/60 Point of Service Option will not be canceled as of 12/31/2002 as previously announced.
HMO’s will not be offered as an option to Pre-Medicare Retirees.

II. Medical Plans for Medicare Retirees:br> The Medicare "Fee-for-Service" Option will not be canceled as of 12/31/2003 as previously announced.

III. Retiree Life Insurance:
As previously announced, the company-paid retiree life insurance benefit will not be offered to employees who retire after 12/31/2003.

IV. Retiree Administration
The benefits administration for all Viacom retirees will be outsourced to CitiStreet effective 1/1/2003. CitiStreet’s responsibilities will include such major tasks as Benefits Eligibility, Annual Enrollment, Pension Payroll and Call Center Support. CitiStreet will be conducting the 2003 Annual Enrollment for Retirees and the formal communications about the outsourcing will occur at that time.

Summary Of Retiree Medical Plan Options for 2003:

I. Pre-Medicare Options
United Healthcare 90/60 Point of Service
United Healthcare 75/50 Point of Service
United Healthcare 50/20 Point of Service
Included with the options above are 3 benefits that have been "carved-out" and provided by other vendors:
Prescription Drugs (Express Scripts)
Mental Health/Substance Abuse (United Behavioral Health)
Vision (Davis Vision)

II. Medicare Options
Fee-for-Service (Medical Supplement Plan)
Included with the options above are 2 benefits that have been "carved-out" and provided by other vendors:
Prescription Drugs (Express Scripts) Co-pay: 50%
Mental Health/Substance Abuse (United Behavioral Health)

Special Programs with Medicare (Medicare Gap Plan) Includes:
Prescription Drugs (Express Scripts) Co-pay: 50%
$600 First Day Hospital Benefit