<DOCUMENT>
<TYPE>EX-3.(A)
<SEQUENCE>3
<FILENAME>a2073981zex-3_a.txt
<DESCRIPTION>EXHIBIT 3(A)
<TEXT>
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                                                                    EXHIBIT 3(a)
 
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                   VIACOM INC.
 
(Originally incorporated on November 10, 1986 under the name Arsenal Holdings,
Inc.)
 
                                    ARTICLE I
 
                                      NAME
 
     The name of this Corporation is Viacom Inc.
 
                                   ARTICLE II
 
                     REGISTERED OFFICE AND AGENT FOR SERVICE
 
     The registered office of the Corporation in the State of Delaware is
located at Suite 400, 2711 Centerville Road, City of Wilmington, County of New
Castle. The name and address of the Corporation's registered agent for service
of process in Delaware is:
 
                           Corporation Service Company
                                    Suite 400
                              2711 Centerville Road
                           Wilmington, Delaware 19808
 
                                   ARTICLE III
 
                               CORPORATE PURPOSES
 
     The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware.
 
                                   ARTICLE IV
 
                                  CAPITAL STOCK
 
     (1)   SHARES, CLASSES AND SERIES AUTHORIZED.
 
     (a)   The total number of shares of all classes of capital stock which the
Corporation shall have authority to issue is 10,775,000,000 shares. The classes
and the aggregate number of shares of stock of each class which the Corporation
shall have authority to issue are as follows:
 
           (i)   750,000,000 shares of Class A Common Stock, $0.01 par value
     ("Class A Common Stock").
 
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           (ii)  10,000,000,000 shares of Class B Common Stock, $0.01 par value
     ("Class B Common Stock").
 
           (iii) 25,000,000 shares of Preferred Stock, $0.01 par value
     ("Preferred Stock").
 
     (b)   The number of authorized shares of Class B Common Stock may be
increased or decreased (but not below the number of shares thereof then
outstanding) from time to time by the affirmative vote of the holders of a
majority of the stock of the Corporation entitled to vote.
 
     (2)   POWERS AND RIGHTS OF THE CLASS A COMMON STOCK AND THE CLASS B COMMON
STOCK.
 
     Except as otherwise expressly provided in this Restated Certificate of
Incorporation, all issued and outstanding shares of Class A Common Stock and
Class B Common Stock shall be identical and shall entitle the holders thereof to
the same rights and privileges.
 
     A.    VOTING RIGHTS AND POWERS. Except as otherwise provided in this
Restated Certificate of Incorporation or required by law, with respect to all
matters upon which stockholders are entitled to vote, the holders of the
outstanding shares of Class A Common Stock shall vote together with the holders
of any other outstanding shares of capital stock of the Corporation entitled to
vote, without regard to class, and every holder of outstanding shares of Class A
Common Stock shall be entitled to cast thereon one vote in person or by proxy
for each share of Class A Common Stock standing in his name. The holders of
shares of Class A Common Stock shall have the relevant class voting rights set
forth in Article IX. Except as otherwise required by law, the holders of
outstanding shares of Class B Common Stock shall not be entitled to any votes
upon any questions presented to stockholders of the Corporation, including but
not limited to, whether to increase or decrease (but not below the number of
shares then outstanding) the number of authorized shares of Class B Common
Stock.
 
     B.    DIVIDENDS. Subject to the rights and preferences of the Preferred
Stock set forth in this Article IV and in any resolution or resolutions
providing for the issuance of such stock as set forth in Section (3) of this
Article IV, the holders of Class A Common Stock and Class B Common Stock shall
be entitled to receive ratably such dividends as may from time to time be
declared by the Board of Directors out of funds legally available therefor.
 
     C.    DISTRIBUTION OF ASSETS UPON LIQUIDATION. In the event the Corporation
shall be liquidated, dissolved or wound up, whether voluntarily or
involuntarily, after there shall have been paid or set aside for the holders of
all shares of the Preferred Stock then outstanding the full preferential amounts
to which they are entitled under this Article IV or the resolutions, as the case
may be, authorizing the issuance of such Preferred Stock, the net assets of the
Corporation remaining thereafter shall be divided ratably among the holders of
Class A Common Stock and Class B Common Stock.
 
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     D.    SPLIT, SUBDIVISION OR COMBINATION. If the Corporation shall in any
manner split, subdivide or combine the outstanding shares of Class A Common
Stock or Class B Common Stock, the outstanding shares of the other class of
Common Stock shall be proportionally split, subdivided or combined in the same
manner and on the same basis as the outstanding shares of the other class of
Common Stock have been split, subdivided or combined.
 
     E.    CONVERSION. So long as there are 10,000 shares of Class A Common
Stock outstanding, each record holder of shares of Class A Common Stock and
Class B Common Stock may convert any or all of such shares into an equal number
of shares of Class B Common Stock by surrendering the certificates for such
shares, accompanied by payment of documentary, stamp or similar issue or
transfer taxes, if any, along with a written notice by such record holder to the
Corporation stating that such record holder desires to convert such shares into
the same number of shares of Class B Common Stock and requesting that the
Corporation issue all of such Class B Common Stock to the persons named therein,
setting forth the number of shares of Class B Common Stock to be issued to each
such person and the denominations in which the certificates therefor are to be
issued.
 
     (3)   POWERS AND RIGHTS OF THE PREFERRED STOCK.
 
     Subject to Article XIII of this Restated Certificate of Incorporation, the
Preferred Stock may be issued from time to time in one or more series, with such
distinctive serial designations as may be stated or expressed in the resolution
or resolutions providing for the issue of such stock adopted from time to time
by the Board of Directors; and in such resolution or resolutions providing for
the issuance of shares of each particular series, the Board of Directors is also
expressly authorized to fix: the right to vote, if any; the consideration for
which the shares of such series are to be issued; the number of shares
constituting such series, which number may be increased (except as otherwise
fixed by the Board of Directors) or decreased (but not below the number of
shares thereof then outstanding) from time to time by action of the Board of
Directors; the rate of dividends upon which and the times at which dividends on
shares of such series shall be payable and the preference, if any, which such
dividends shall have relative to dividends on shares of any other class or
classes or any other series of stock of the Corporation; whether such dividends
shall be cumulative or noncumulative, and, if cumulative, the date or dates from
which dividends on shares of such series shall be cumulative; the rights, if
any, which the holders of shares of such series shall have in the event of any
voluntary or involuntary liquidation, merger, consolidation, distribution or
sale of assets, dissolution or winding up of the affairs of the Corporation; the
rights, if any, which the holders of shares of such series shall have to convert
such shares into or exchange such shares for shares of any other class or
classes or any other series of stock of the Corporation or for any debt
securities of the Corporation and the terms and conditions, including, without
limitation, price and rate of exchange, of such conversion or exchange; whether
shares of such series shall be subject to redemption, and the redemption price
or prices and other terms of redemption, if any, for shares of such series
including, without limitation, a redemption price or prices payable in shares of
Class A Common Stock or Class B Common Stock; the terms and amounts of any
sinking fund for the purchase or redemption of shares of such series; and any
and all other powers, preferences and relative, participating, optional or other
special rights and qualifications, limitations or restrictions thereof
pertaining to shares of such series permitted by law.
 
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     (4)   ISSUANCE OF CLASS A COMMON STOCK, CLASS B COMMON STOCK AND PREFERRED
STOCK.
 
     Subject to Article XIII of this Restated Certificate of Incorporation, the
Board of Directors of the Corporation may from time to time authorize by
resolution the issuance of any or all shares of Class A Common Stock, Class B
Common Stock and Preferred Stock herein authorized in accordance with the terms
and conditions set forth in this Restated Certificate of Incorporation for such
purposes, in such amounts, to such persons, corporations, or entities, for such
consideration, and in the case of the Preferred Stock, in one or more series,
all as the Board of Directors in its discretion may determine and without any
vote or other action by any of the stockholders of the Corporation, except as
otherwise required by law.
 
                                    ARTICLE V
 
                                    DIRECTORS
 
     (1)   POWER OF THE BOARD OF DIRECTORS. Subject to Article XIII of this
Restated Certificate of Incorporation, the property and business of the
Corporation shall be controlled and managed by or under the direction of its
Board of Directors. In furtherance, and not in limitation of the powers
conferred by the laws of the State of Delaware, the Board of Directors is
expressly authorized, subject in all cases to Article XIII of this Restated
Certificate of Incorporation:
 
     (a)   To make, alter, amend or repeal the By-Laws of the Corporation;
PROVIDED that no By-Laws hereafter adopted shall invalidate any prior act of the
Directors that would have been valid if such By-Laws had not been adopted;
 
     (b)   To determine the rights, powers, duties, rules and procedures that
affect the power of the Board of Directors to manage and direct the property,
business and affairs of the Corporation, including, without limitation, the
power to designate and empower committees of the Board of Directors, to elect,
appoint and empower the officers and other agents of the Corporation, and to
determine the time and place of, and the notice requirements for Board meetings,
as well as the manner of taking Board action; and
 
     (c)   To exercise all such powers and do all such acts as may be exercised
by the Corporation, subject to the provisions of the laws of the State of
Delaware, this Restated Certificate of Incorporation, and the By-Laws of the
Corporation.
 
     (2)   NUMBER AND QUALIFICATIONS OF DIRECTORS. The number of directors
constituting the entire Board of Directors shall be fixed from time to time by
resolution of the Board of Directors but shall not be less than three nor more
than twenty. Directors shall be elected to hold office for a term of one year.
As used in this Restated Certificate of Incorporation, the term "entire Board of
Directors" means the total number of Directors fixed in the manner provided in
this Article V Section (2) and in the By-Laws.
 
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                                   ARTICLE VI
 
                          INDEMNIFICATION OF DIRECTORS,
                               OFFICERS AND OTHERS
 
     (1)   ACTION NOT BY OR ON BEHALF OF CORPORATION. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he is or was a
Director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent
(including, without limitation, a trustee) of another corporation, partnership,
joint venture, trust or other enterprise, against judgments, fines, amounts paid
in settlement and expenses (including, without limitation, attorneys' fees),
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner reasonably believed to be
in or not opposed to the best interests of the Corporation, and with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
 
     (2)   ACTION BY OR ON BEHALF OF CORPORATION. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a Director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, or other
enterprise against expenses (including, without limitation, attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability and in view of all of the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
 
     (3)   SUCCESSFUL DEFENSE. To the extent that a present or former Director,
officer, employee or agent of the Corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
Section 1 or 2 of this Article VI, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including, without
limitation, attorneys' fees) actually and reasonably incurred by him in
connection therewith.
 
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     (4)   DETERMINATION OF RIGHT TO INDEMNIFICATION IN CERTAIN CIRCUMSTANCES.
Any indemnification under Section 1 or 2 of this Article VI (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the present or former Director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 1 or 2 of this Article VI.
Such determination shall be made, with respect to a person who is a Director or
officer at the time of such determination, (1) by a majority vote of the
Directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) by a committee of such Directors designated by a
majority vote of such Directors, even though less than a quorum, or (3) if there
are no such Directors, or if such Directors so direct, by independent legal
counsel in a written opinion, or (4) by the stockholders of the Corporation
entitled to vote thereon.
 
     (5)   ADVANCE PAYMENT OF EXPENSES.
 
     (a)   Expenses (including attorneys' fees) incurred by a Director or
officer in defending any civil, criminal, administrative or investigative
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Director or officer, to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized in this Article.
 
     (b)   Expenses (including attorneys' fees) incurred by any other employee
or agent in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon such terms and
conditions, if any, as the Corporation deems appropriate.
 
     (6)   NOT EXCLUSIVE. The indemnification and advancement of expenses
provided by, or granted pursuant to, the other sections of this Article VI shall
not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any statute,
by-law, agreement, vote of stockholders or disinterested Directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office. Without limiting the foregoing, the Corporation is
authorized to enter into an agreement with any Director, officer, employee or
agent of the Corporation providing indemnification for such person against
expenses, including, without limitation, attorneys' fees, judgments, fines and
amounts paid in settlement that result from any threatened, pending or completed
action, suit, or proceeding, whether civil, criminal, administrative or
investigative, including, without limitation, any action by or in the right of
the Corporation, that arises by reason of the fact that such person is or was a
Director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, to
the full extent allowed by law, except that no such agreement shall provide for
indemnification for any actions that constitute fraud, actual dishonesty or
willful misconduct.
 
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     (7)   INSURANCE. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a Director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article VI.
 
     (8)   CERTAIN DEFINITIONS. For the purposes of this Article VI, (A) any
Director, officer, employee or agent of the Corporation who shall serve as a
director, officer, employee or agent of any other corporation, joint venture,
trust or other enterprise of which the Corporation, directly or indirectly, is
or was a stockholder or creditor, or in which the Corporation is or was in any
way interested, or (B) any director, officer, employee or agent of any
subsidiary corporation, joint venture, trust or other enterprise wholly owned by
the Corporation, shall be deemed to be serving as such director, officer,
employee or agent at the request of the Corporation, unless the Board of
Directors of the Corporation shall determine otherwise. In all other instances
where any person shall serve as a director, officer, employee or agent of
another corporation, joint venture, trust or other enterprise of which the
Corporation is or was a stockholder or creditor, or in which it is or was
otherwise interested, if it is not otherwise established that such person is or
was serving as such director, officer, employee or agent at the request of the
Corporation, the Board of Directors of the Corporation may determine whether
such service is or was at the request of the Corporation, and it shall not be
necessary to show any actual or prior request for such service. For purposes of
this Article VI, references to a corporation include all constituent
corporations absorbed in a consolidation or merger as well as the resulting or
surviving corporation so that any person who is or was a director, officer,
employee or agent of such a constituent corporation or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this Article VI with respect
to the resulting or surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity. For purposes of this
Article VI, references to "other enterprises" shall include employee benefit
plans; references to "fines" shall include any excise taxes assessed on a person
with respect to an employee benefit plan; and references to "serving at the
request of the Corporation" shall include any service as a director, officer,
employee or agent of the Corporation which imposes duties on, or involves
services by, such director, officer, employee, or agent with respect to an
employee benefit plan, its participants, or beneficiaries, and a person who
acted in good faith and in a manner he reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
Corporation" as referred to in this Article VI.
 
     (9)   The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VI shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
 
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                                   ARTICLE VII
 
                      DIRECTOR LIABILITY TO THE CORPORATION
 
     (a)   A Director's liability to the Corporation for breach of duty to the
Corporation or its stockholders shall be limited to the fullest extent permitted
by Delaware law as now in effect or hereafter amended. In particular no Director
of the Corporation shall be liable to the Corporation or any of its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the Director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, as the same exists or
hereafter may be amended, or (iv) for any transaction from which the Director
derived an improper personal benefit.
 
     (b)   Any repeal or modification of the foregoing paragraph (a) by the
stockholders of the Corporation entitled to vote thereon shall not adversely
affect any right or protection of a director of the Corporation existing at the
time of such repeal or modification.
 
     (c)   If the General Corporation Law of the State of Delaware is amended to
authorize corporate action further eliminating or limiting the liability of
directors, then a director of the Corporation, in addition to the circumstances
in which he is not now liable, shall be free of liability to the fullest extent
permitted by the General Corporation Law of the State of Delaware, as so
amended.
 
                                  ARTICLE VIII
 
                          RESERVATION OF RIGHT TO AMEND
                          CERTIFICATE OF INCORPORATION
 
     Subject to Article XIII of this Restated Certificate of Incorporation, the
Corporation reserves the right to amend, alter, change or repeal any provision
contained in this Restated Certificate of Incorporation in the manner now or
hereafter prescribed by law, and all the provisions of this Restated Certificate
of Incorporation and all rights and powers conferred in this Restated
Certificate of Incorporation on stockholders, directors and officers are subject
to this reserved power.
 
     Each reference in the Restated Certificate of Incorporation to "the
Restated Certificate of Incorporation," "hereunder," "hereof," or words of like
import and each reference to the Restated Certificate of Incorporation set forth
in any amendment to the Restated Certificate of Incorporation shall mean and be
a reference to the Restated Certificate of Incorporation as supplemented and
amended through such amendment to the Restated Certificate of Incorporation.
 
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                                   ARTICLE IX
 
                                  VOTING RIGHTS
 
     (1)   CLASS A COMMON STOCK. In addition to any other approval required by
law or by this Restated Certificate of Incorporation, the affirmative vote of a
majority of the then outstanding shares of Class A Common Stock, voted
separately as a class, shall be necessary to approve any consolidation of the
Corporation with another corporation, any merger of the Corporation into another
corporation or any merger of any other corporation into the Corporation pursuant
to which shares of Common Stock are converted into or exchanged for any
securities or any other consideration.
 
     (2)   PREFERRED STOCK. Subject to Article XIII of this Restated
Certificate of Incorporation, in addition to any other approval required by law
or by this Restated Certificate of Incorporation, each particular series of any
class of Preferred Stock shall have such right to vote, if any, as shall be
fixed in the resolution or resolutions, adopted by the Board of Directors,
providing for the issuance of shares of such particular series.
 
                                    ARTICLE X
 
                                 STOCK OWNERSHIP
                       AND THE FEDERAL COMMUNICATIONS LAWS
 
     (1)   REQUESTS FOR INFORMATION. So long as the Corporation or any of its
subsidiaries holds any authorization from the Federal Communications Commission
(or any successor thereto), if the Corporation has reason to believe that the
ownership, or proposed ownership, of shares of capital stock of the Corporation
by any stockholder or any person presenting any shares of capital stock of the
Corporation for transfer into his name (a "Proposed Transferee") may be
inconsistent with, or in violation of, any provision of the Federal
Communications Laws (as hereinafter defined), such stockholder or Proposed
Transferee, upon request of the Corporation, shall furnish promptly to the
Corporation such information (including, without limitation, information with
respect to citizenship, other ownership interests and affiliations) as the
Corporation shall reasonably request to determine whether the ownership of, or
the exercise of any rights with respect to, shares of capital stock of the
Corporation by such stockholder or Proposed Transferee is inconsistent with, or
in violation of, the Federal Communications Laws. For purposes of this
Article X, the term "Federal Communications Laws" shall mean any law of the
United States now or hereafter in effect (and any regulation thereunder)
pertaining to the ownership of, or the exercise of the rights of ownership with
respect to, capital stock of corporations holding, directly or indirectly,
Federal Communications Commission authorizations, including, without limitation,
the Communications Act of 1934, as amended (the "Communications Act"), and
regulations thereunder pertaining to the ownership, or the exercise of the
rights of ownership, of capital stock of corporations holding, directly or
indirectly, Federal Communications Commission authorizations, by (i) aliens, as
defined in or under the Communications Act, as it may be amended from time to
time, (ii) persons and entities having
 
                                       9
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interests in television or radio stations, daily newspapers and cable television
systems or (iii) persons or entities, unilaterally or otherwise, seeking direct
or indirect control of the Corporation, as construed under the Communications
Act, without having obtained any requisite prior Federal regulatory approval to
such control.
 
     (2)   DENIAL OF RIGHTS, REFUSAL TO TRANSFER. If any stockholder or Proposed
Transferee from whom information is requested should fail to respond to such
request pursuant to Section (1) of this Article or the Corporation shall
conclude that the ownership of, or the exercise of any rights of ownership with
respect to, shares of capital stock of the Corporation, by such stockholder or
Proposed Transferee, could result in any inconsistency with, or violation of,
the Federal Communications Laws, the Corporation may refuse to permit the
transfer of shares of capital stock of the Corporation to such Proposed
Transferee, or may suspend those rights of stock ownership the exercise of which
would result in any inconsistency with, or violation of, the Federal
Communications Laws, such refusal of transfer or suspension to remain in effect
until the requested information has been received and the Corporation has
determined that such transfer, or the exercise of such suspended rights, as the
case may be, is permissible under the Federal Communications Laws, and the
Corporation may exercise any and all appropriate remedies, at law or in equity,
in any court of competent jurisdiction, against any such stockholder or Proposed
Transferee, with a view towards obtaining such information or preventing or
curing any situation which would cause any inconsistency with, or violation of,
any provision of the Federal Communications Laws.
 
     (3)   LEGENDS. The Corporation may note on the certificates of its capital
stock that the shares represented by such certificates are subject to the
restrictions set forth in this Article.
 
     (4)   CERTAIN DEFINITIONS. For purposes of this Article, the word "person"
shall include not only natural persons but partnerships, associations,
corporations, joint ventures and other entities, and the word "regulation" shall
include not only regulations but rules, published policies and published
controlling interpretations by an administrative agency or body empowered to
administer a statutory provision of the Federal Communications Laws.
 
                                   ARTICLE XI
 
                    TRANSACTIONS WITH DIRECTORS AND OFFICERS
 
     No contract or transaction between the Corporation and one or more of its
directors or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the board or
committee thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose if (a) the material
facts as to his relationship or interest and as to the contract or transaction
are disclosed or are known to the Board of Directors or the committee, and the
Board of Directors or the committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum, or
(b) the material facts as to his relationship or interest and as to
 
                                       10
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the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of such stockholders, or (c) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified by the Board of Directors, a committee thereof, or the
stockholders entitled to vote thereon. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a Committee which authorizes the contract or transaction.
 
                                   ARTICLE XII
 
                          COMPROMISE AND REORGANIZATION
 
     Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between this Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agrees to any compromise or arrangement and to any reorganization of the
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.
 
                                  ARTICLE XIII
 
                          GOVERNANCE OF THE CORPORATION
                             DURING SPECIFIED PERIOD
 
     (1)   DEFINITIONS. As used in this Article XIII, the following terms shall
have the following meanings:
 
     (a)   "CBS" shall mean CBS Corporation, a Pennsylvania corporation,
immediately prior to the Effective Time.
 
     (b)   "CBS DIRECTORS" shall mean (i) eight (8) of those directors serving
as members of the Board of Directors of CBS on September 6, 1999 (or any
Independent Directors elected or appointed prior to the Effective Time to serve
as a CBS Director) who are designated as such by the Board of Directors of CBS
prior to the Effective Time and (ii) any Replacement CBS Director (as defined in
Section 2(b) of this Article XIII).
 
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     (c)   "CEO" shall mean the Chief Executive Officer.
 
     (d)   "COO" shall mean the President and Chief Operating Officer.
 
     (e)   "EFFECTIVE TIME" shall mean the time of filing of the Certificate of
Merger to which this Certificate of Incorporation is attached.
 
     (f)   "INDEPENDENT DIRECTOR" shall mean a disinterested, independent person
(determined in accordance with customary standards for independent directors
applicable to U.S. public companies).
 
     (g)   "NAI" shall mean National Amusements, Inc., a Maryland corporation,
and its successors or assigns.
 
     (h)   "SPECIFIED INDEPENDENT DIRECTORS" shall mean the directors of the
Corporation first elected after 1993 and who are not management of the
Corporation or NAI (together with any replacements of such persons).
 
     (i)   "SPECIFIED PERIOD" shall mean the period of three years commencing at
the Effective Time.
 
     (j)   "STOCKHOLDER AGREEMENT" shall mean the Stockholder Agreement dated as
of September 6, 1999, by and between NAI and CBS, relating to Corporation
governance matters.
 
     (k)   "VIACOM DIRECTORS" shall mean the ten (10) directors of the
Corporation serving as the Board of Directors of the Corporation immediately
prior to the Effective Time (including the Specified Independent Directors).
 
     (2)   DIRECTORS.
 
     (a)   Effective immediately at the Effective Time, the Board of Directors
shall consist of eighteen (18) directors. The number of directors may be fixed
by resolution of the Board from time to time, PROVIDED, HOWEVER, that the size
of the Board of Directors may not be changed during the Specified Period without
the approval of at least fourteen (14) directors. At the Effective Time, ten
(10) directors shall be Viacom Directors and eight (8) directors shall be CBS
Directors.
 
     (b)   Until the expiration of the Specified Period, the Board of Directors
(subject to the fiduciary duties of the directors) shall take all action
necessary to ensure that any seat on the Board of Directors held by (i) a CBS
Director which becomes vacant is filled promptly by a person qualifying as an
Independent Director and designated to fill such seat by a majority of the CBS
Directors remaining on the Board of Directors (a "Replacement CBS Director") and
(ii) a
 
                                       12
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Specified Independent Director which becomes vacant is filled promptly by an
Independent Director who is the chief executive officer, chief operating officer
or chief financial officer or former chief executive officer of a Fortune 500
company or a non-U.S. public company of comparable size.
 
     (c)   During the Specified Period, all committees of the Board of Directors
(other than the Compensation Committee and the Officers Nominating Committee)
shall have such number of CBS Directors as equals the total number of members of
the Committee multiplied by a fraction, the numerator of which is eight (8) and
the denominator of which is eighteen (18), rounded to the closest whole number;
PROVIDED that in no event shall any committee have (x) fewer than one (1) CBS
Director or (y) less than a majority of Viacom Directors.
 
     (d)   During the Specified Period, the Board of Directors shall not take
any action or fail to take any action which would have the effect of
eliminating, limiting, restricting, avoiding or otherwise modifying the effect
of the provisions set forth in this Article XIII (E.G., by creating a holding
company structure if the certificate of incorporation or similar document of
such holding company does not contain equivalent provisions).
 
     (3)   CHAIRMAN AND CHIEF EXECUTIVE OFFICER.
 
     (a)   At the Effective Time, Sumner Redstone shall remain the Chairman and
CEO. In the event that Sumner Redstone is not the CEO at the Effective Time or
ceases to be the CEO at any time during the Specified Period, then Mel Karmazin,
if he is COO at such time, shall succeed to the position of CEO for the
remainder of the Specified Period. During any such period of succession, Mel
Karmazin shall continue to exercise the powers, rights, functions and
responsibilities of the COO in addition to exercising those of the CEO.
 
     (b)   The Chairman shall chair all meetings of the Board of Directors and
stockholders at which he is present.
 
     (c)   The CEO shall be responsible, in consultation with the COO, for
corporate policy and strategy and the COO shall consult on all major decisions
with, and shall report directly to, the CEO, during the Specified Period;
PROVIDED, HOWEVER, that the CEO shall not exercise any powers, rights, functions
or responsibilities of the COO unless Mel Karmazin is the CEO.
 
     (4)   PRESIDENT AND CHIEF OPERATING OFFICER.
 
     (a)   At the Effective Time, the President and Chief Operating Officer of
the Corporation shall be Mel Karmazin. During the Specified Period, Mel Karmazin
may not be terminated or demoted from the position of COO (or, in the event that
Sumner Redstone is not the CEO, from the position of CEO) and no COO Functions
(as defined below) may be changed without the affirmative vote of at least
fourteen (14) directors.
 
     (b)   Subject to the requirement that the COO consult with the CEO on all
major decisions, the powers, rights, functions and responsibilities of the COO
(collectively, the "COO Functions") shall include, without limitation, the
following:
 
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           (i)   supervising, coordinating and managing the Corporation's
     business, operations, activities, operating expenses and capital
     allocation;
 
           (ii)  matters relating to officers (other than the Chairman, CEO and
     COO) and employees, including, without limitation, hiring (subject to (A)
     the specific Board of Directors authority described below with respect to
     the CFO, the General Counsel and the Controller and (B) Section 5 below),
     terminating, changing positions and allocating responsibilities of such
     officers and employees; and
 
           (iii) substantially all of the powers, rights, functions and
     responsibilities typically exercised by a chief operating officer.
 
     All officers (other than the Chairman, CEO and COO) will report, directly
or indirectly, to the COO (this reporting relationship will be deemed a COO
Function).
 
     (c)   In the event that Mel Karmazin is not COO or CEO, the Board may
terminate the COO's employment, eliminate the COO position and the Officers
Nominating Committee and reallocate the COO Functions without regard to the
other provisions of this Article XIII.
 
     (5)   OFFICERS NOMINATING COMMITTEE; COMPENSATION COMMITTEE.
 
     (a)   Subject to the powers of the Compensation Committee set forth below,
during the Specified Period, all powers of the Board of Directors, including,
without limitation, the right to hire, elect, terminate, change positions,
allocate responsibilities or determine non-equity compensation, with respect to
officers and employees, shall be exercised, subject to clauses (b) and (c)
below, by, and delegated to, the Officers Nominating Committee of the Board of
Directors. The Officers Nominating Committee shall consist solely of the member
of the Board of Directors who is the COO, except that in the event Mel Karmazin
succeeds to the position of CEO, the sole member of the Officers Nominating
Committee shall be the member of the Board of Directors who is the CEO.
 
     (b)   The Officers Nominating Committee shall have no powers with respect
to the Chairman, CEO and COO, and shall not have the power to fill the positions
of Chief Financial Officer, Controller or General Counsel of the Corporation
without the approval of the Board of Directors; PROVIDED that this provision
shall in no way affect the other powers and authorities of the Officers
Nominating Committee with respect to the Chief Financial Officer, Controller and
General Counsel positions, including, without limitation, the power to terminate
employment of persons holding such positions.
 
     (c)   The Compensation Committee shall not be required to, or have any
power to, approve the annual compensation of (i) any employee if the total value
of such employee's annual cash compensation (assuming for this purpose that the
actual bonus of each officer and employee is equal to his or her target bonus)
is less than $1 million or (ii) talent (as such term is commonly used in the
media or entertainment industries), in each such case which power shall be
delegated to the Officers Nominating Committee. The annual compensation of all
other
 
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officers and employees and any equity or equity-based compensation of any
officer or employee must be approved by the Compensation Committee.
 
     (d)   The Compensation Committee shall consist of three CBS Directors who
are Independent Directors and three non-CBS Directors, two of whom will be the
Specified Independent Directors and the other of whom will be an Independent
Director.
 
     (e)   Any decision or determination of the Officers Nominating Committee
may be reversed or overridden by (and only by) the affirmative vote of at least
fourteen (14) directors.
 
     (6)   STOCKHOLDER AGREEMENT.
 
     The Stockholder Agreement may not be amended, and no provision thereof may
be modified or waived, except with the approval of at least fourteen (14)
directors.
 
     (7)   ISSUANCE OF VOTING STOCK.
 
     During the Specified Period, in addition to any other approval required by
law or by this Restated Certificate of Incorporation, the Corporation may not
issue (i) additional shares of Class A Common Stock or (ii) any shares of
Preferred Stock or any other class or series of stock or securities, in each
case with, or convertible into or exchangeable or exercisable for stock or other
securities with, the right to vote on any matter on which stockholders are
entitled to vote if the result would be that parties bound by the Stockholder
Agreement could fail to own at least a majority of the outstanding shares of
voting stock of the Corporation.
 
     (8)   VOTING.
 
     During the Specified Period, except for those actions set forth on Annex I
to this Restated Certificate of Incorporation, which shall require the approval
of the Board of Directors, all action by the Board of Directors shall require
the affirmative vote of at least fourteen (14) directors. At all meetings of the
Board of Directors a majority of the full Board of Directors shall constitute a
quorum for the transaction of business and the act of a majority of the
Directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute or this Restated Certificate of Incorporation. If a quorum shall not be
present at any meeting of the Board of Directors, the Directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
 
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     (9)   AMENDMENT.
 
     Until the expiration of the Specified Period the provisions of any Article
of this Restated Certificate which refer to this Article XIII, the provisions of
this Article XIII, and the provisions of Article VIII of the by-laws of the
Corporation, may not be amended, altered, repealed or waived in any respect
without the approval of at least fourteen (14) directors.
 
     (10)  SUCCESSORS.
 
     During the Specified Period, the provisions of this Article XIII shall be
applicable to (i) any successor to the Corporation as the result of a merger,
consolidation or other business combination, whether or not the Corporation is
the surviving company in such transaction, or otherwise and (ii) any corporation
or other entity with respect to which the Corporation or its successor is or
becomes a direct or indirect subsidiary, the Board of Directors shall not permit
the Corporation to be a party to any transaction which would not comply with the
foregoing without the approval of at least fourteen (14) directors.
 
     (11)  SUBSIDIARIES.
 
     The Board of Directors shall have the right, following consultation with
the COO or, if Mel Karmazin is the CEO, the CEO, with respect to any public
company which is a subsidiary of the Corporation, to take such steps as the
Board of Directors reasonably determines are necessary to implement corporate
governance arrangements applicable to such subsidiary in a manner as consistent
as practicable with the provisions contained in this Restated Certificate of
Incorporation; PROVIDED that any such steps shall not vest in the Board of
Directors greater power or provide the COO with fewer rights than those provided
for in this Restated Certificate of Incorporation.
 
     IN WITNESS WHEREOF, this Restated Certificate of Incorporation, which
restates and integrates the provisions of the Restated Certificate of
Incorporation of this Corporation as heretofore amended or supplemented, there
being no discrepancy between such provisions and the provisions of this Restated
Certificate of Incorporation, having been duly adopted by the Board of Directors
of the Corporation in accordance with Section 245 of the Delaware General
Corporation Law, has been executed by its duly authorized officer this 26th day
of March, 2002.
 
                                       VIACOM INC.
 
                                       By:    /s/Michael D. Fricklas
                                           ------------------------------------
                                           Name:  Michael D. Fricklas
                                           Title: Executive Vice President,
                                                  General Counsel and Secretary
 
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                                                                         ANNEX I
                                                         TO VIACOM INC. RESTATED
                                                    CERTIFICATE OF INCORPORATION
 
     The provisions of this Annex I shall form a part of, and be incorporated in
all respects in, the Restated Certificate of Incorporation to which this Annex I
is attached. The following actions shall require the approval of a majority of
the directors:
 
     A.    ACQUISITIONS, DIVESTITURES, JOINT VENTURES, GUARANTEES
 
     -     Any acquisition, equity investment or joint venture (each an
           "Acquisition") by the Corporation or any of its subsidiaries for more
           than $25 million.
 
     -     Any divestiture or other sale of assets (each a "Divestiture") (not
           in the ordinary course) by the Corporation or any of its subsidiaries
           for more than $25 million (based on purchase price or net book value
           of assets).
 
     -     Any real estate purchase, sale or lease by the Corporation or any of
           its subsidiaries for more than $25 million.
 
     -     Any guarantee by the Corporation or any of its subsidiaries of an
           obligation of a third party where the obligation guaranteed is more
           than $25 million.
 
     -     Notwithstanding the above, any Acquisition or Divestiture by the
           Corporation or any of its subsidiaries of (a) internet or internet
           related businesses for more than $25 million but less than
           $100 million, with the value thereof represented by multi-year
           commitments for advertising, promotion and content licensing, is
           excluded, so long as the aggregate of such Acquisitions or
           Divestitures, in each case, does not exceed $550 million and (b)
           radio or outdoor advertising businesses for more than $25 million but
           less than $100 million, is excluded, so long as the aggregate of such
           Acquisitions or Divestitures, in each case, does not exceed
           $300 million; provided that (i) any Divestiture of shares of a
           publicly traded internet or internet related business with a value of
           up to $75 million is excluded and shall not be included in the
           calculation of any of the threshold amounts set forth above, (ii)
           Board approval may be secured (but is not required) for any
           transaction of more than $25 million but less than $100 million where
           the regular meeting schedule of the Board so permits (and shall not
           otherwise be required), (iii) the Board will be provided with
           information about and a status report on such transactions completed
           without Board approval and (iv) this limit of authority will be
           reviewed in 12 months from the Effective Time (as defined in Article
           XIII of the Restated Certificate) and may be amended only with the
           approval of 14 members of the Board of Directors.
 
     -     Any contract of the Corporation or any of its subsidiaries not in the
           ordinary course with a value in excess of $25 million.
 
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     -     Notwithstanding the above, any of the foregoing transactions that is
           approved by the Board shall not be included in the calculation of any
           of the threshold amounts set forth above.
 
     B.    EMPLOYEE MATTERS
 
     -     Employee benefit plans (at the Corporation or a subsidiary):
           (a) creating a new plan, (b) suspending or terminating an existing
           plan, (c) any amendment that materially increases cost to the
           Corporation or subsidiary.
 
     -     Entering into any modifications or amendments to the employment
           agreements with the CEO or the COO.
 
     C.    GENERAL
 
     -     The Annual Report on Form 10-K.
 
     -     Proxy statement and notice of meeting (including annual or special
           meeting date, location, record date for voting).
 
     -     Any issuance of Corporation stock, or options, warrants or other
           similar rights (including stock appreciation rights) or debt or other
           securities convertible into or exchangeable for Corporation stock.
 
     -     Any issuance of debt unless such debt is short term and is within the
           spending limits of the annual operating budget or is replacing
           existing debt.
 
     -     Annual capital expenditure and annual operating budgets and
           individual capital expenditure transactions in excess of $25 million
           for the Corporation or any of its subsidiaries.
 
     -     Any Corporation or subsidiary pays a dividend or repurchases stock
           from a third party.
 
     -     Review and approve any action or transaction where Board action is
           required by law (other than 141(a) of the Delaware General
           Corporation Law) or by the terms of the transaction (in all cases
           other than as specifically set forth in the Restated Certificate of
           Incorporation).
 
     -     Review and approve Board minutes.
 
     -     Subject to Article XIII of the Restated Certificate of Incorporation,
           determine Board administration, including number of directors,
           meeting schedule, nominees, committees, director compensation, D&O
           insurance authorization, internal investigations and retention of
           advisors in connection therewith, and decisions regarding
           indemnification of individuals.
 
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     -     Subject to Article XIII of the Restated Certificate of Incorporation,
           amendments to the Restated Certificate of Incorporation and by-laws
           of the Corporation.
 
     -     Commencement and settlement of major litigation.
 
     -     Selection of independent auditors.
 
     -     All matters on which the Corporation Board of Directors has
           historically taken action other than (1) matters relating to the
           subject matters addressed in this Annex I and not requiring approval
           of the Board of Directors hereunder and (2) those matters delegated
           to the COO, including all of the COO Functions (as defined in Article
           XIII of this Restated Certificate of Incorporation).
 
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