THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

CBS Corporation (CBS)

4/14/2006 Proxy Information

CBS Corporation considers Mr. Andelman to be a No-Independent director.

Mr. Dauman served as Viacom's Deputy Chairman from 1996 until May 2000 and Executive Vice President from 1994 until May 2000. From 1993 to 1998, Mr. Dauman also served as General Counsel and Secretary of Viacom.

Ms. Redstone is Sumner Redstone's daughter.

Agreements Related to the Separation

National Amusements, the Company's controlling stockholder, is also the controlling stockholder of New Viacom. In connection with the Separation, New Viacom and CBS Corporation entered into a separation agreement, a tax matters agreement and a transition services agreement. The separation agreement, dated December 19, 2005, effected the Separation and identified assets to be transferred, liabilities to be assumed and obligations of each company following the Separation and included indemnification obligations for such liabilities. In accordance with the terms of the separation agreement, New Viacom paid to the Company in 2005 an estimated special dividend of $5.4 billion. Pursuant to the provisions of the separation agreement, the estimated special dividend is subject to adjustment, and on March 14, 2006, the Company submitted to New Viacom an adjustment to increase the estimated special dividend in the amount of approximately $460 million. The separation agreement also set forth certain agreements between New Viacom and CBS Corporation with respect to the period following the Separation. The tax matters agreement, dated December 30, 2005, sets forth the responsibilities of CBS Corporation and New Viacom with respect to, among other things, liabilities for federal, state, local and foreign income taxes for periods before and including the Separation, the preparation and filing of income tax returns for such periods, disputes with taxing authorities regarding income taxes for such periods and indemnification for income taxes that would become due if the Separation transaction were taxable. Pursuant to the transition services agreement, dated December 30, 2005, each of New Viacom and CBS Corporation provide certain specified services to each other on an interim basis, including the following services: general information systems and technology services, benefits and human resource information systems, uplinking facilities, payroll services, domain name administration, web hosting services and other limited services consistent with past practices for terms ranging from six months to two years.

The businesses of New Viacom and CBS Corporation currently, and for the foreseeable future, will continue to work together pursuant to a variety of agreements. The Company believes that all such agreements have been negotiated on an arm's length basis between the applicable counterparties. Below is a brief description of certain of these agreements:

Programming, Retransmission and Affiliation Agreements. New Viacom or its subsidiaries provide or distribute products through arrangements with the Company or its subsidiaries, and vice versa. Such arrangements include the following:

New Viacom and its subsidiaries on the one hand and the Company and its subsidiaries on the other hand are parties to numerous programming agreements and arrangements pursuant to which each receives programming from or sells programming to the other.

CBS Broadcasting, a division of the Company, provides retransmission rights that MTV Networks, a division of New Viacom, uses in connection with MTV Networks and BET affiliation deals with certain multi-system operators and satellite distributors.

Paramount Pictures, a division of New Viacom, continues to license feature films to Showtime Networks, a division of the Company, that are theatrically released through December 2007.

Paramount Pictures will continue to distribute product of CBS Paramount Television, a division of the Company, in the home entertainment market worldwide for two years following the Separation.

Leases and Services Agreements. New Viacom or its subsidiaries provide the Company or its subsidiaries with various services and vice versa. Such arrangements include the following:

Paramount Pictures and the Company entered into a lease effective as of the Separation pursuant to which Paramount Pictures leases space and facilities on the Paramount Pictures studio lot to the Company.

New Viacom and its subsidiaries on the one hand and the Company and its subsidiaries on the other hand entered into various subleases pursuant to which each primary tenant provides office and other space to the other, including subleases from New Viacom to the Company for office space at 1515 Broadway, New York, New York and 1633 Broadway, New York, New York.

License Agreements. New Viacom or its subsidiaries licenses intellectual property rights to the Company or its subsidiaries, and vice versa. Such arrangements include the following:

Paramount Pictures and the Company, effective as of the Separation, allocated between them rights to a number of properties previously owned by Paramount Pictures which had been used in both the television and theatrical motion picture media. With respect to these cross-over properties, each company which controls the rights to the property licenses to the other exclusive development in the other company's medium (television with respect to the Company and theatrical motion pictures with respect to Paramount Pictures), subject to consent not to be unreasonably withheld. Each company has direct-to-video rights for the properties it controls.

Paramount Pictures and the Company entered into licenses effective as of the Separation pursuant to which Paramount Pictures licenses the use of the name Paramount and related trademarks to the Company for its use with respect to the television production and sales/distribution operations formerly owned by Paramount Pictures and transferred to the Company in connection with the Separation, until June 30, 2009. Beginning on July 1, 2006, the Company may only use the Paramount name and related trademarks in connection with the CBS name and related trademarks.

MTV Networks, Paramount Consumer Products and Paramount Parks, a division of the Company, entered into a license effective as of the Separation pursuant to which Paramount Parks continues to use Nickelodeon and related trademarks and certain entertainment properties owned by MTV Networks for four years and continues to use Paramount and related trademarks, and certain entertainment properties owned or controlled by Paramount Pictures for ten years.

New Viacom and the Company entered into a license effective as of the Separation pursuant to which CBS Outdoor, a division of the Company, may continue to use the Viacom and Viacom Outdoor trademarks in its business for up to six years.

Simon and Schuster entered into licenses for various intellectual property rights owned by the businesses of New Viacom for use in its publishing products.

Other Arrangements. Certain businesses of New Viacom place advertisements with the Company or its subsidiaries, and vice versa. In addition, Simon and Schuster sells its products to various businesses of New Viacom.

In 2005, the businesses of CBS Corporation recorded total revenues of $173.6 million and total purchases of $154.9 million from transactions with the businesses of New Viacom.

Other Related Party Transactions

On October 28, 2004, the Company entered into an agreement (the "NAIRI Agreement") with National Amusements and NAIRI pursuant to which the Company agreed to buy, and National Amusements and NAIRI agreed to sell, a number of shares of the Company's Class B Common Stock each month such that the ownership percentage of the Company's Class A Common Stock and Class B Common Stock (considered as a single class) held by National Amusements and/or NAIRI would not increase as a result of purchases of shares of the Company's Common Stock under its $8.0 billion stock purchase program announced in October 2004. In 2005, the Company recorded the purchase of 18.4 million shares of Former Viacom Class B Common Stock from NAIRI for approximately $628.9 million. The purchase price is determined on a monthly basis based on the volume-weighted average trading prices for the Class B Common Stock as reported by Bloomberg L.P. for trades permitted under Rule 10b-18 of the Exchange Act on days on which the Company purchased the Company's Common Stock in the open market under the Company's stock purchase program. The Company has made no purchases under the $8 billion buyback program in 2006 to date; therefore, no purchases from NAIRI have been made in 2006 to date. A copy of the NAIRI Agreement was filed with the SEC as Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2004.

National Amusements licenses films in the ordinary course of its business for its motion picture theaters from all major studios, including Paramount Pictures. In 2005, payments by National Amusements to Paramount Pictures for film licenses amounted to approximately $14.6 million. National Amusements licenses films from a number of unaffiliated companies, and the Company believes that the terms of the licenses between National Amusements and Paramount Pictures were no more or less favorable to Paramount Pictures than licenses between unaffiliated companies and National Amusements. In addition, National Amusements and Paramount Pictures have co-op advertising arrangements pursuant to which, in 2005, Paramount paid National Amusements approximately $734,000. Various divisions of the Company also engage in other transactions with National Amusements (e.g., movie ticket purchases and various promotional activities) from time to time, none of which the Company believes have been or will be material, individually or in the aggregate. Paramount Pictures was a division of the Company prior to the Separation and is no longer a division of the Company.

In September 2005, Cinemas International Corporation N.V., a joint venture between the Company and Vivendi Universal, in which joint venture the Company owned a 50% interest, agreed to sell its Brazilian movie operations, to National Amusements for approximately $27.5 million in a transaction that closed in October 2005. The sale was discussed with multiple potential purchasers and negotiated on an arm's length basis, and the Company believes the terms are no more or less favorable than those that might have been negotiated with an unaffiliated party.

Mr. Redstone and National Amusements own, directly and indirectly, an aggregate of approximately 87.6% of the common stock of Midway Games Inc. ("Midway") as of March 9, 2006. Midway places advertisements on several of the Company's former cable networks from time to time, which amounted to approximately $5.9 million in 2005. In addition, in 2004, Paramount Pictures, MTV Films and Midway announced agreements pursuant to which Paramount Pictures and MTV Films will acquire the film rights for certain Midway video games. No amounts were paid with respect to these agreements in 2005. In June 2005, MTV Networks and Midway entered into marketing and licensing arrangements with respect to certain Midway game titles. Under the arrangements, MTV Networks will provide certain licenses of its intellectual property to Midway and has the option to provide marketing support for the game titles. If the option is exercised, Midway has committed to purchasing advertising time from MTV Networks, paying MTV Networks a royalty on sales of the game titles, and allowing MTV Networks to sell certain advertisements within the games. No amounts were paid in respect of these arrangements in 2005. The Company believes that the volume and terms of these transactions were no more or less favorable to its former subsidiaries than they would have obtained from unrelated parties. Each of Paramount Pictures, MTV Films, and MTV Networks were divisions or subsidiaries of the Company prior to the Separation and are no longer divisions or subsidiaries of the Company.

Mr. Redstone and National Amusements also own an aggregate of approximately 11% of the common stock of WMS Industries Inc. ("WMS") as of November 7, 2005. A CBS Corporation subsidiary and Paramount Pictures licensed to WMS the right to use certain brands for slot machines that WMS produces. In 2005, WMS paid the subsidiary and Paramount Pictures an aggregate of approximately $1.3 million in connection with these agreements. The Company believes that the terms of the licensing arrangements were no more or less favorable to its subsidiary or Paramount than it would have obtained from unrelated parties. The Company may continue to enter into licensing agreements with WMS in the future. Paramount Pictures was a division of the Company prior to the Separation and is no longer a division of the Company.

National Amusements and AMC Entertainment, Inc., which also operates movie theater chains, entered into a joint venture agreement on February 29, 2000 with Hollywood Media Corp. (formerly Hollywood.com) to form MovieTickets.com, Inc. National Amusements owns approximately 27% of MovieTickets.com as of February 2, 2006. Shari Redstone, Vice Chair of the Board, is President and a director of National Amusements and is Co-Chairman and Co-Chief Executive Officer of MovieTickets.com. The Company acquired a 5% interest in MovieTickets.com in exchange for providing $25 million of advertising during the five-year period beginning August 2000. The Company provided $5.7 million of this advertising time in 2005. The advertising obligations under these arrangements expired on July 31, 2005. The Company currently owns no interest in MovieTickets.com. MovieTickets.com places advertising from time to time with various subsidiaries of the Company. In 2005, sales of advertising time to MovieTickets.com amounted to approximately $3 million. In addition, Paramount Pictures pays MovieTickets.com service charges in connection with movie tickets purchased through MovieTickets.com. These service charges amounted to approximately $40,000 in 2005. The Company believes that the terms of these transactions are no more or less favorable to the Company and the various subsidiaries than they would have obtained from unrelated parties. Paramount Pictures was a division of the Company prior to the Separation and is no longer a division of the Company.

The National Center on Alcohol and Substance Abuse at Columbia University ("CASA"), of which Mr. Califano is Chairman and President, sponsors an annual "Family Day" event, the purpose of which is to encourage families to eat dinner together. In 2005, certain divisions of the Company supported the cause by airing public service announcements (PSAs) that promote Family Day. It is anticipated that divisions of the Company will from time to time promote Family Day. In addition, in 2005, the Company made a contribution of $100,000 to CASA and made a commitment to CASA to contribute $500,000, payable in equal installments over the subsequent five years, commencing with a $100,000 payment in 2006. In connection with the Separation, CBS Corporation and New Viacom will split equally all future payments for 2006 through 2010 under this commitment.

From time to time Shari Redstone uses the Company aircraft for CBS Corporation business matters.

Julie Chen, the wife of Mr. Moonves, is an anchor on CBS Networks' The Early Show and the host of the CBS Network show Big Brother. Ms. Chen's compensation is comparable to talent in similar positions at the CBS Network, and the Company believes it is comparable to entertainment talent in such positions generally.

In November 1995, the Company entered into an agreement with Gabelli Asset Management Company ("GAMCO") pursuant to which GAMCO manages certain assets for qualified U.S. pension plans sponsored by the Company. In 2005 the Company paid GAMCO approximately $341,000 for such investment management services. The Company believes that the terms of the agreement with GAMCO are no more or less favorable to the Company than it could have obtained from unrelated parties. The fiduciaries of the U.S. pension plans are currently evaluating whether GAMCO will be retained to manage any of the assets of the plans. Entities that are affiliated with GAMCO collectively own 4,844,623 shares of the Company's Class A Common Stock, according to a Schedule 13D filed on January 13, 2006 with the SEC by such entities, which, as of February 28, 2006, represents approximately 7.5% of the outstanding shares of the class.

4/15/2005 Proxy Information

Shari Redstone is Sumner Redstone's daughter.

Mr. Dauman served as Viacom's Deputy Chairman from 1996 until May 2000 and Executive Vice President from 1994 until May 2000. From 1993 to 1998, Mr. Dauman also served as General Counsel and Secretary of Viacom.

National Amusements, the Company's controlling stockholder, licenses films in the ordinary course of its business for its motion picture theaters from all major studios, including Paramount Pictures, a division of the Company. In 2004, payments by National Amusements to Paramount Pictures for film licenses amounted to approximately $11.2 million. National Amusements licenses films from a number of unaffiliated companies and the Company believes that the terms of the licenses between National Amusements and Paramount Pictures were no more or less favorable to Paramount Pictures than licenses between unaffiliated companies and National Amusements. The Company expects to continue to license Paramount Pictures films to National Amusements on similar terms in the future. In addition, National Amusements and Paramount Pictures have co-op advertising arrangements pursuant to which, in 2004, Paramount paid National Amusements approximately $836,000. Various Viacom divisions also engage in other transactions with National Amusements (e.g., purchase of movie tickets, various promotional activities) from time to time, none of which the Company believes are material, individually or in the aggregate.

On October 28, 2004, the Company entered into an agreement (the "NAIRI Agreement") with National Amusements and NAIRI pursuant to which the Company agreed to buy, and National Amusements and NAIRI agreed to sell, a number of shares of Viacom Class B Common Stock each month such that the ownership percentage of Viacom Class A Common Stock and Class B Common Stock (considered as a single class) held by National Amusements and/or NAIRI would not increase as a result of purchases of shares of Viacom Common Stock under the Company's $8.0 billion stock purchase program announced in October 2004. In 2004, Viacom recorded the purchase of 6.3 million shares of Class B Common Stock from NAIRI for approximately $226.6 million, which purchases have continued in 2005. The purchase price is determined on a monthly basis based on the volume-weighted average trading prices for the Class B Common Stock as reported by Bloomberg for trades permitted under Rule 10b-18 of the Exchange Act on days on which the Company purchased Viacom Common Stock in the open market under the Company's stock purchase program. A copy of the NAIRI Agreement was filed with the SEC as Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2004.

Mr. Redstone and National Amusements own an aggregate of approximately 79% of the common stock of Midway Games Inc. ("Midway") as of March 23, 2005. Midway places advertisements on various of the Company's cable networks from time to time, which in 2004, amounted to approximately $5.5 million. In addition, Paramount Pictures and Midway have announced agreements for Paramount to acquire the film rights for certain Midway video games. No amounts were paid with respect to these agreements in 2004. Blockbuster also engaged in transactions with Midway prior to its split-off from the Company in October 2004. These transactions related to purchases of home video games and amounted to approximately $6.8 million in 2004. The Company believes that the volume and terms of these transactions were no more or less favorable to the various Viacom subsidiaries than they would have obtained from unrelated parties.

Mr. Redstone and National Amusements also own an aggregate of approximately 23% of the common stock of WMS Industries ("WMS") as of March 30, 2005. CBS and Paramount have licensed to WMS the right to use certain brands for slot machines that WMS produces. In 2004, WMS paid CBS and Paramount an aggregate of approximately $2.8 million in connection with these agreements. The Company believes that the terms of the licensing arrangements were no more or less favorable to CBS or Paramount than they would have obtained from unrelated parties. CBS and Paramount may continue to enter into licensing agreements with WMS in the future.

National Amusements and AMC Entertainment, Inc., which also operates movie theater chains, entered into a joint venture agreement on February 29, 2000 with Hollywood Media Corp. (formerly Hollywood.com) to form MovieTickets.com, Inc. National Amusements owns approximately 26.2% of MovieTickets.com. Shari Redstone, a director of the Company, is President and a director of National Amusements and is Co-Chairman and Co-Chief Operating Officer of MovieTickets.com. The Company acquired a 5% interest in MovieTickets.com in exchange for $25 million of advertising during the five-year period beginning August 2000, and currently owns a 4.1% interest in MovieTickets.com. The Company provided $3.6 million of this advertising time in 2004. In addition, the Company has a 4.8% interest in MovieTickets.com through Famous Players, the Company's Canadian theater chain. MovieTickets.com places advertising from time to time with various subsidiaries of the Company. In 2004, sales of advertising time to MovieTickets.com amounted to approximately $2.8 million. In addition, Paramount pays MovieTickets.com service charges in connection with movie tickets purchased through MovieTickets.com. These service charges amounted to approximately $102,000 in 2004. The Company believes that the terms of these transactions are no more or less favorable to the Company and the various subsidiaries than they would have obtained from unrelated parties.

George S. Abrams, a director of the Company and National Amusements, entered into an agreement with the Company in 1994 to provide legal and governmental consulting services for the Company. During 2004, the Company made payments to Mr. Abrams for such services in the aggregate amount of $120,000.

Alan C. Greenberg is Chairman of the Executive Committee of The Bear Stearns Companies Inc. Bear Stearns administers the Company's stock repurchase program and served as co-dealer manager for the Company's split-off of Blockbuster, which was completed in October 2004. Bear Stearns is expected to continue to perform certain broker services for the Company and may provide investment banking services from time to time.

The National Center on Alcohol and Substance Abuse at Columbia University ("CASA"), of which Joseph A. Califano, Jr. is Chairman and President, sponsors an annual "Family Day" event, the purpose of which is to encourage families to eat dinner together. In 2004, certain Viacom subsidiaries supported the cause by airing public service announcements (PSAs) that promote Family Day. In addition, in 2003, Viacom cable networks TV Land and Nick at Nite independently created "Family Table" in support of the same cause. It is anticipated that TV Land and Nick at Nite, as well as other Viacom divisions, will partner with CASA from time to time to promote Family Table and Family Day.

From time to time Shari Redstone uses the Company aircraft for Viacom business matters.

Robert Roskin, the son of William A. Roskin, Executive Vice President, Human Resources and Administration, is an employee in the Information Technology department at MTV Networks, a division of the Company. His compensation in 2004 was approximately $75,000 and is comparable to other MTV Networks employees at a similar level.

In addition, Kim Korff, the daughter of Shari Redstone, began working as a sales planner at CBS in September 2004. Her compensation does not exceed $60,000 annually.

In November 1995, the Company entered into an agreement with Gabelli Asset Management Company ("GAMCO") providing that GAMCO would manage certain assets in the Viacom Pension Plan. In 2004, the Company paid GAMCO approximately $324,000 for such investment management services. GAMCO is expected to continue to provide such investment management services in the future. The Company believes that the terms of the agreement with GAMCO are no more or less favorable to the Company than it could have obtained from an unaffiliated party. According to a Form 13F for the period ended December 31, 2004 filed with the SEC by entities that are affiliated with GAMCO, such entities own 8,953,368 shares of the Company's Class A Common Stock, or approximately 6.8% of the outstanding shares of the class.

Amy Salerno, a daughter of Mr. Salerno, is an employee in the Business Development department of Showtime Networks Inc., a subsidiary of the Company. She is not an officer or executive employee of Showtime or the Company. Her compensation in 2004 was approximately $105,000 and is comparable to other Showtime employees at a similar level.

Mr. Schwartz is counsel to Cadwalader, Wickersham & Taft ("Cadwalader"). During 2004, Cadwalader provided legal services to the Company with respect to a CBS litigation matter that commenced prior to the Viacom/CBS merger in 2000. Mr. Schwartz did not perform any legal services in connection with the matter and is not a member of the department at Cadwalader handling the matter. In addition, Mr. Schwartz does not participate in the profits of Cadwalader and did not receive any compensation from Cadwalader related to the legal services provided to the Company. The total amount paid by the Company to Cadwalader in 2004 was $998,510. As the matter has been resolved, the Company does not expect to make any payments to Cadwalader in 2005.

4/15/2004 Proxy Information

Shari Redstone is Sumner Redstone's daughter.

Amy Salerno, a daughter of Mr. Salerno, is an employee in the Business Development department of Showtime Networks Inc., a subsidiary of the Company. She is not an officer or executive employee of Showtime or the Company. Her salary and bonus compensation in 2003 exceeded $60,000 and was comparable to other Showtime employees at a similar level.

Robert Roskin, the son of William A. Roskin, Senior Vice President, Human Resources and Administration, is an employee in the Information Technology department at MTV Networks, a division of the Company. His salary and bonus in 2003 exceeded $60,000 and was comparable to other MTV Networks employees at a similar level.

Mr. Greenberg is Chairman of the Executive Committee of The Bear Stearns Companies Inc. Bear Stearns administers the Company's stock repurchase program and is currently providing investment banking services to the Company in connection with a transaction. Bear Stearns is expected to continue to perform certain broker and investment banking services for the Company.

Mr. Schwartz is counsel to Cadwalader, Wickersham & Taft ("Cadwalader"). During 2003, Cadwalader provided legal services to the Company with respect to a CBS matter that commenced prior to the CBS Merger. Mr. Schwartz has not performed any legal services with respect to the matter and is not a member of the department or group within Cadwalader that provided those legal services. Mr. Schwartz does not participate in the profits of Cadwalader and did not receive any compensation from Cadwalader related to the legal services provided to the Company.

National Amusements, the Company's controlling stockholder, licenses films in the ordinary course of its business for its motion picture theaters from all major studios, including Paramount Pictures, a division of the Company. In 2003, National Amusements made payments to Paramount Pictures in the aggregate amount of approximately $9.6 million to license Paramount Pictures films. National Amusements licenses films from a number of unaffiliated companies and the Company believes that the terms of the licenses between National Amusements and Paramount Pictures were no more or less favorable to Paramount Pictures than licenses between unaffiliated companies and National Amusements. The Company expects to continue to license Paramount Pictures films to National Amusements upon similar terms in the future. In addition, National Amusements from time to time places advertising for Paramount in connection with co-op advertising arrangements. In 2003, Paramount paid National Amusements approximately $590,000 for such advertising. The Company believes the terms of these arrangements were no more or less favorable to Paramount Pictures than licenses between unaffiliated companies and National Amusements.

Mr. Redstone and National Amusements own an aggregate of approximately 44% of the common stock of Midway Games Inc. ("Midway") as of March 29, 2004. In 2003, Blockbuster purchased approximately $4.7 million of home video games from Midway. The Company believes that the terms of these purchases were no more or less favorable to the Company than it would have obtained from parties in which there was no such ownership interest. Blockbuster expects to continue to purchase video games from Midway in the future. Midway also places advertisements on various of the Company's cable networks from time to time. In 2003, Midway paid these networks approximately $3.6 million for advertising.

Mr. Redstone and National Amusements also own an aggregate of approximately 29% of the common stock of WMS Industries ("WMS") as of December 31, 2003. In 2003, CBS licensed to WMS the right to use certain of its brands for slot machines that WMS produces for approximately $1.9 million. The Company believes that the terms of these license arrangements were no more or less favorable to the Company than it would have obtained from parties in which there was no such ownership interest. CBS may continue to license its brands for slot machines to WMS in the future.

National Amusements and AMC Entertainment, Inc., which operates movie theater chains, entered into a joint venture agreement on February 29, 2000 with Hollywood Media Corp. (formerly Hollywood.com) to form MovieTickets.com, Inc. National Amusements owns approximately 26% of MovieTickets.com. Shari Redstone, a director of the Company, is an executive officer and director of National Amusements and Co-Chairman and Co-Chief Operating Officer of MovieTickets.com. The Company acquired a 5% interest in MovieTickets.com for $25 million of advertising during the five-year period beginning August 2000, and currently owns a 4.2% interest in MovieTickets.com. The Company provided $5.3 million of this advertising time in 2003. The Company also has a 4.9% interest in MovieTickets.com through Famous Players, the Company's Canadian theater chain. MovieTickets.com also places advertising from time to time with subsidiaries of the Company. In 2003, sales of advertising time to MovieTickets.com amounted to approximately $2.0 million. The Company believes that the terms of the agreements with MovieTickets.com are no more or less favorable to the Company and its subsidiaries than it would have obtained from parties in which there was no such ownership interest.

George S. Abrams, a director of the Company and National Amusements, entered into an agreement with the Company in 1994 to provide legal and governmental consulting services for the Company. During the year ended December 31, 2003, the Company made payments to Mr. Abrams for such services in the aggregate amount of $120,000.

Philippe P. Dauman, a director of the Company and National Amusements, was formerly Deputy Chairman and Executive Vice President of the Company. Pursuant to an agreement entered into with the Company in 1999, Mr. Dauman resigned shortly before the CBS Merger. As part of the agreement, the Company provided Mr. Dauman with an office in Manhattan and a secretary until December 31, 2003. In 2003, Mr. Dauman received $391,921 in connection with these expenses. Mr. Dauman also continued to participate in all savings, retirement, welfare and fringe benefit plans of the Company, or received the cash equivalent of these benefits with an income tax gross-up, through December 31, 2003. In addition, Mr. Dauman beneficially owns more than 10% of The Tennis Channel, which paid in 2003 approximately $550,000 to the affiliate sales division of Comedy Central, a subsidiary of the Company since May 2003, for affiliate relations services. Comedy Central entered into the agreement with The Tennis Channel before it became a subsidiary of the Company. The agreement was negotiated without Mr. Dauman's participation and terminated shortly after Comedy Central became a subsidiary of the Company. The Company believes the terms were no more or less favorable than similar agreements.

In November 1995, the Company entered into an agreement with Gabelli Asset Management Company ("GAMCO") providing that GAMCO would manage certain assets in the Viacom Pension Plan. For the year ended December 31, 2003, the Company paid GAMCO approximately $286,600 for such investment management services. GAMCO is expected to continue to provide such investment management services in the future. The Company believes that the terms of the agreement with GAMCO are no more or less favorable to the Company than it could have obtained from an unaffiliated party. According to the most recent Schedule 13D filed by entities that are affiliated with GAMCO on February 5, 2003, such entities own 8,342,535 shares of the Company's Class A Common Stock, or approximately 6.3% of the outstanding shares.

4/22/2003 Proxy Information

Shari Redstone is Sumner Redstone's daughter.