2000 Long-Term Management Incentive Plan - Viacom Inc.


                                  Viacom Inc.
                   2000 Long-Term Management Incentive Plan
              (As Amended and Restated through January 31, 2001)

                                   ARTICLE I

General

Section 1.1 Purpose.

The purpose of the Viacom Inc. 2000 Long-Term Management Incentive Plan (the
"Plan") is to benefit and advance the interests of Viacom Inc., a Delaware
corporation (the "Company"), and its subsidiaries by rewarding certain key
employees of the Company and its subsidiaries for their contributions to the
financial success of the Company and thereby motivate them to continue to make
such contributions in the future.

Section 1.2 Definitions.

As used in the Plan, the following terms shall have the following meanings:

(a) "Agreement" shall mean the written agreement or certificate governing a
Grant under the Plan, which shall contain terms and conditions not inconsistent
with the Plan and which shall incorporate the Plan by reference.

(b) "Appreciation Value" shall mean the excess, if any, of the Value of a
Phantom Share on the applicable Valuation Date or date of termination of
employment or of the Participant's death, Retirement or Permanent Disability (as
described in Section 5.5(a) hereof), as the case may be, over the Initial Value
of such Phantom Share.

(c) "Board" shall mean the Board of Directors of the Company.

(d) "Class B Common Stock" shall mean shares of Class B Common Stock, par
value $0.01 per share, of the Company.

(e) "Code" shall mean the Internal Revenue Code of 1986, as amended, including
any successor law thereto.

(f) "Committee" shall mean the Compensation Committee of the Board (or such
other Committee(s) as may be appointed or designated by the Board) to administer
the Plan in accordance with Section 1.3 of the Plan.

(g) "Date of Grant" shall mean the effective date of the Grant of the Stock
Options, Stock Appreciation Rights, Restricted Shares, Restricted Share Units
and/or Phantom Shares as set forth in the applicable Agreement.

 
(h) "Effective Date" shall have the meaning set forth in Article X.

(i) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
including any successor law thereto.

(j) "Fair Market Value" of a share of Class B Common Stock on a given date
shall be the closing price on such date on the New York Stock Exchange or other
principal stock exchange on which the Class B Common Stock is then listed, as
reported by the Fitch Group Daily Market Publications or, if there is no such
report or the Company no longer subscribes to such publication, the 4:00 p.m.
(New York time) closing price as reported by The Wall Street Journal (Northeast
edition) or any other authoritative source selected by the Company.

(k) "Grant" shall mean a grant under the Plan which may consist of a grant of
Stock Options, Stock Appreciation Rights, Restricted Shares, Restricted Share
Units or Phantom Shares or a combination of any of the above.

(l) "Initial Value" shall mean the value of a Phantom Share as specified by
the Committee as of the Date of Grant or the Value of a Phantom Share calculated
as of the Date of Grant or such earlier date as the Committee may determine.

(m) "Outstanding Phantom Share" shall mean a Phantom Share granted to a
Participant for which the Valuation Date has not yet occurred.

(n) "Outstanding Stock Option" shall mean a Stock Option granted to a
Participant which has not yet been exercised and which has not yet expired or
been terminated in accordance with its terms.

(o) "Participant" shall mean any employee who has met the eligibility
requirements set forth in Section 1.4 hereof and to whom an outstanding Grant
has been made under the Plan.

(p) "Permanent Disability" shall have the same meaning as such term or a
similar term has in the long-term disability policy maintained by the Company or
a subsidiary thereof for the Participant and that is in effect on the date of
the onset of the Participant's Permanent Disability, unless the Committee
determines otherwise, in its discretion, and sets forth an alternative
definition in the applicable Agreement; provided, however, with respect to
grants of Incentive Stock Options, permanent disability shall have the meaning
given it under the rules governing Incentive Stock Options under the Code.

(q) "Phantom Share" shall mean a contractual right granted to a Participant
pursuant to Article V to receive an amount equal to the Appreciation Value at
such time, and subject to such terms and conditions, as are set forth in the
Plan and the applicable Agreement.

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  (r) "Restricted Share" shall mean a share of Class B Common Stock granted to a
Participant pursuant to Article III, which is subject to the restrictions set
forth in Section 3.3 hereof and to such other terms, conditions and restrictions
as are set forth in the Plan and the applicable Agreement.

  (s) "Restricted Share Unit" shall mean a contractual right granted to a
Participant pursuant to Article IV to receive either Class B Common Stock, a
cash payment equal to the Fair Market Value of such Class B Common Stock or a
combination of Class B Common Stock and cash, subject to the terms and
conditions as are set forth in the Plan and in the applicable Agreement.

  (t) "Retirement" shall mean the resignation or termination of employment after
attainment of an age and years of service required for payment of an immediate
pension pursuant to the terms of any qualified defined benefit retirement plan
maintained by the Company or a subsidiary in which the Participant participates;
provided, however, that no resignation or termination prior to a Participant's
60th birthday shall be deemed a retirement unless the Committee so determines in
its sole discretion.

  (u) "Rule 16b-3" shall mean Rule 16b-3 promulgated under the Exchange Act, as
amended from time to time, or any successor provision.

  (v) "Section 162(m)" shall mean Section 162(m) of the Code and the regulations
promulgated thereunder from time to time.

  (w) "Section 162(m) Exception" shall mean the exception under Section 162(m)
for "qualified performance-based compensation."

  (x) "Stock Appreciation Right" shall mean a contractual right granted to a
Participant pursuant to Article II to receive an amount determined in accordance
with Section 2.5 of the Plan.

  (y) "Stock Option" shall mean a contractual right granted to a Participant
pursuant to Article II to purchase shares of Class B Common Stock at such time
and price, and subject to such other terms and conditions, as are set forth in
the Plan and the applicable Agreement. Stock Options may be "Incentive Stock
Options" within the meaning of Section 422 of the Code or "Non-Qualified Stock
Options" which do not meet the requirements of such Code section.

  (z) "Termination for Cause" shall mean a termination of employment with the
Company or any of its subsidiaries which, as determined by the Committee, is by
reason of (i) "cause" as such term or a similar term is defined in any
employment agreement applicable to the Participant, or (ii) if there is no such
employment agreement or if such employment agreement contains no such term, the
Participant's: (A) dishonesty; (B) conviction of embezzlement, fraud or other
conduct which would constitute a felony; (C) willful unauthorized disclosure of
confidential information; (D) failure, neglect of or refusal to substantially
perform the duties of the Participant's employment; or (E) any 

                                       3

 
other act or omission which is a material breach of the Company's policies
regarding employment practices or the applicable federal, state and local laws
prohibiting discrimination or which is materially injurious to the financial
condition or business reputation of the Company or any subsidiary thereof.

  (aa) "Valuation Date" shall mean the date on which the Appreciation Value of a
Phantom Share shall be measured and fixed in accordance with Section 5.2(a)
hereof.

  (bb) The "Value" of a Phantom Share shall be determined by reference to the
"average Fair Market Value" of a share of Class B Common Stock. The "average
Fair Market Value" on a given date of a share of Class B Common Stock shall be
determined over the 30-day period ending on such date or such other period as
the Committee may decide shall be applicable to a Grant of Phantom Shares,
determined by dividing (i) by (ii), where (i) shall equal the sum of the Fair
Market Values on each day that the Class B Common Stock was traded and a closing
price was reported during such period, and (ii) shall equal the number of days,
as determined by the Committee for the purposes of determining the average Fair
Market Value for such Phantom Shares, on which the Class B Common Stock was
traded and a closing price was reported during such period.

  (cc) To "vest" a Stock Option, Stock Appreciation Right, Restricted Share,
Restricted Share Unit or Phantom Share held by a Participant shall mean, with
respect to a Stock Option or Stock Appreciation Right, to render such Stock
Option or Stock Appreciation Right exercisable, subject to the terms of the Plan
or the Agreement, and, in the case of a Restricted Share, Restricted Share Unit
or Phantom Share, to render such Restricted Share, Restricted Share Unit or
Phantom Share nonforfeitable, except where, with respect to Stock Options, Stock
Appreciation Rights and Phantom Shares, a Participant's employment ends because
of a Termination for Cause.

Section 1.3 Administration of the Plan.

  The Plan shall be administered by the Board or by a Committee appointed by the
Board, consisting of at least two members of the Board; provided that (i) with
respect to any Grant that is intended to satisfy the requirements of Rule 16b-3,
such Committee shall consist of at least such number of directors as is required
from time to time by Rule 16b-3, and each such Committee member shall satisfy
the qualification requirements of such rule; and (ii) with respect to any Grant
that is also intended to satisfy the requirements of the Section 162(m)
Exception, such Committee shall consist of at least such number of directors as
is required from time to time to satisfy the Section 162(m) Exception, and each
such Committee member shall satisfy the qualification requirements of such
exception. The Committee shall adopt such rules as it may deem appropriate in
order to carry out the purpose of the Plan. All questions of interpretation,
administration and application of the Plan shall be determined by a majority of
the members of the Committee then in office, except that the Committee may
authorize any one or more of its members, or any officer of the Company, to
execute and deliver documents on behalf of the Committee. The determination of
such majority shall be final and binding as to all matters relating to the Plan.
The Committee shall have authority to select Participants 

                                       4

 
from among the class of eligible persons specified in Section 1.4 below and to
determine the number of Stock Options, Stock Appreciation Rights, Restricted
Shares, Restricted Share Units or Phantom Shares (or combination thereof) to be
granted to each Participant. The Committee shall also have the authority to
amend the terms of any outstanding Grant or waive any conditions or restrictions
applicable to any Grant; provided, however, that no amendment shall impair the
rights of the holder thereof.

  With respect to any restrictions in the Plan or in any Agreement that are
based on the requirements of Rule 16b-3, Section 422 of the Code, the Section
162(m) Exception, the rules of any exchange upon which the Company's securities
are listed, or any other applicable law, rule or restriction to the extent that
any such restrictions are no longer required, the Committee shall have the sole
discretion and authority to make Grants that are not subject to such
restrictions and/or to waive any such restrictions with respect to outstanding
Grants.

Section 1.4 Eligible Persons.

  Grants may be awarded to any employee of the Company or any of its
subsidiaries selected by the Committee.

Section 1.5 Class B Common Stock Subject to the Plan.

  The total aggregate number of shares of Class B Common Stock that may be
distributed under the Plan (whether reserved for issuance upon grant of Stock
Options or Stock Appreciation Rights or granted as Restricted Shares or
Restricted Share Units) shall be 100 million, subject to adjustment pursuant to
Article VI hereof. The shares of Class B Common Stock shall be made available
from authorized but unissued Class B Common Stock or from Class B Common Stock
issued and held in the treasury of the Company. The delivery of shares of Class
B Common Stock upon exercise of a Stock Option or Stock Appreciation Right in
any manner and the vesting of Restricted Shares or Restricted Share Units shall
result in a decrease in the number of shares which thereafter may be issued for
purposes of this Section 1.5, by the number of shares as to which the Stock
Option or Stock Appreciation Right is exercised or by the number of Restricted
Shares or Restricted Share Units which vest. To the extent permitted by law or
the rules and regulations of any stock exchange on which the Class B Common
Stock is listed, shares of Class B Common Stock with respect to which Stock
Options and Stock Appreciation Rights expire, are canceled without being
exercised or are otherwise terminated or, in the case of Stock Appreciation
Rights or Restricted Share Units, are exercised for cash, may be regranted under
the Plan. Restricted Shares or Restricted Share Units that are forfeited for any
reason shall not be deemed granted for purposes of this Section 1.5 and may
thereafter be regranted under the Plan.

Section 1.6 Limit on Grants to Participants.

  The maximum aggregate number of (i) shares of Class B Common Stock that may be
granted under the Plan (whether reserved for issuance upon grant of Stock
Options or 

                                       5

 
Stock Appreciation Rights or granted as Restricted Shares or Restricted Share
Units) and (ii) Phantom Shares or Restricted Share Units that may be granted
under the Plan to any Participant during the five-year period starting on the
Effective Date of the Plan is 20 million, subject to adjustment pursuant to
Article VI hereof.

Section 1.7 Agreements.

  Each Agreement (i) shall state the Date of Grant and the name of the
Participant, (ii) shall specify the terms of the Grant, (iii) shall be signed by
a person designated by the Committee and, if so required by the Committee, by
the Participant, (iv) shall incorporate the Plan by reference and (v) shall be
delivered to the Participant. The Agreement shall contain such other terms and
conditions as are required by the Plan and, in addition, such other terms not
inconsistent with the Plan as the Committee may deem advisable. The Committee
shall have the authority to require that any Agreement relating to a Grant in a
jurisdiction outside of the United States contain such terms as are required by
local law in order to constitute a valid grant under the laws of such
jurisdiction. Such authority shall be notwithstanding the fact that the
requirements of the local jurisdiction may be more restrictive than the terms
set forth in the Plan.


                                  ARTICLE II

Provisions Applicable to Stock Options

Section 2.1 Grants of Stock Options.

  The Committee may from time to time grant to eligible employees Stock Options
on the terms and conditions set forth in the Plan and on such other terms and
conditions as are not inconsistent with the purposes and provisions of the Plan,
as the Committee, in its discretion, may from time to time determine, and
subject to satisfaction of any performance goal requirements established by the
Committee. Each Agreement covering a Grant of Stock Options shall specify the
number of Stock Options granted, the Date of Grant, the exercise price of such
Stock Options, whether such Stock Options are Incentive Stock Options or Non-
Qualified Stock Options, the period during which such Stock Options may be
exercised and any vesting schedule, including any applicable performance goal
requirements. Any Stock Option intended to qualify as an Incentive Stock Option
that fails to so qualify will be deemed a Non-Qualified Stock Option.

Section 2.2 Exercise Price.

  The Committee shall establish the per share exercise price at the time any
Stock Option is granted at such amount as the Committee shall determine;
provided that, with respect to any Incentive Stock Option or any Stock Option
intended to qualify for the Section 162(m) Exception, such exercise price shall
not be less than 100% of the Fair Market Value of a share of Class B Common
Stock on the Date of Grant; and provided further that, with respect to any
Incentive Stock Option that is granted to a person holding 

                                       6

 
more than 10% of the combined voting power of all of the Class B Common Stock of
the Company, such exercise price shall not be less than 110% of the Fair Market
Value of a share of Class B Common Stock on the Date of Grant. The exercise
price will be subject to adjustment in accordance with the provisions of Article
VI of the Plan.

Section 2.3 Exercise of Stock Options.

  (a) Exercisability.   Stock Options shall be exercisable only to the extent
the Participant is vested therein, subject to any restrictions that the
Committee shall determine and specify in the applicable Agreement (or any
employment agreement applicable to the Participant). A Participant shall vest in
Stock Options over such time and in such increments as the Committee shall
determine and specify in a vesting schedule set forth in the applicable
Agreement (or any employment agreement applicable to the Participant). The
Committee may, however, in its sole discretion, accelerate the time at which a
Participant vests in his Stock Options.

  (b) Option Period.   For each Stock Option granted, the Committee shall
specify the period during which the Stock Option may be exercised; provided,
however, that anything in the Plan or in the applicable Agreement to the
contrary notwithstanding:

     (i) Latest Exercise Date.   No Stock Option granted under the Plan shall be
  exercisable after the tenth anniversary of the Date of Grant thereof.

     (ii) Registration Restrictions.   A Stock Option shall not be exercisable,
  no transfer of shares of Class B Common Stock shall be made to any
  Participant, and any attempt to exercise a Stock Option or to transfer any
  such shares shall be void and of no effect, unless and until (A) a
  registration statement under the Securities Act of 1933, as amended, has been
  duly filed and declared effective pertaining to the shares of Class B Common
  Stock subject to such Stock Option, and the shares of Class B Common Stock
  subject to such Stock Option have been duly qualified under applicable federal
  or state securities or blue sky laws or (B) the Committee, in its sole
  discretion, determines, or the Participant, upon the request of the Committee,
  provides an opinion of counsel satisfactory to the Committee, that such
  registration or qualification is not required as a result of the availability
  of an exemption from registration or qualification under such laws. Without
  limiting the foregoing, if at any time the Committee shall determine, in its
  sole discretion, that the listing, registration or qualification of the shares
  of Class B Common Stock subject to such Stock Option is required under any
  federal or state law or on any securities exchange or the consent or approval
  of any governmental regulatory body is necessary or desirable as a condition
  of, or in connection with, delivery or purchase of such shares pursuant to the
  exercise of a Stock Option, such Stock Option shall not be exercised in whole
  or in part unless and until such listing, registration, qualification, consent
  or approval shall have been effected or obtained free of any conditions not
  acceptable to the Committee.

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   (c) Exercise in the Event of Termination of Employment, Retirement, Death or
Permanent Disability.

     (i) Termination other than for Cause, or due to Retirement, Death or
  Permanent Disability.   Except as otherwise provided in this Section 2.3, in
  the event that (A) the Participant ceases to be an employee of the Company or
  any of its subsidiaries by reason of the voluntary termination by the
  Participant or the termination by the Company or any of its subsidiaries other
  than for Cause, his Outstanding Stock Options may be exercised to the extent
  then exercisable until the earlier of six months after the date of such
  termination (or such longer period as may be determined by the Committee, in
  its discretion) or the expiration of such Stock Options, (B) the Participant
  ceases to be an employee of the Company or any of its subsidiaries by reason
  of the Participant's Retirement, the Participant may exercise (x) his
  Outstanding Stock Options granted prior to January 31, 2001 to the extent
  exercisable on the date of Retirement until the earlier of the second
  anniversary of such date (or such longer period as may be determined by the
  Committee, in its discretion) or the expiration of such Stock Options, and (y)
  his Outstanding Stock Options granted on January 31, 2001 or thereafter to the
  extent exercisable on the date of Retirement until the earlier of the third
  anniversary of such date (or such longer period as may be determined by the
  Committee, in its discretion) or the expiration of such Stock Options, (C) a
  Participant dies during a period during which his Stock Options could have
  been exercised by him, (x) his Outstanding Stock Options granted prior to
  January 31, 2001 may be exercised to the extent exercisable at the date of
  death by the person who acquired the right to exercise such Stock Options by
  will or the laws of descent and distribution or permitted transfer until the
  earlier of the first anniversary of the date of death (or such longer period
  as may be determined by the Committee, in its discretion, prior to the
  expiration of such one-year period) or the expiration of such Stock Options,
  and (y) his Outstanding Stock Options granted on January 31, 2001 or
  thereafter may be exercised to the extent exercisable at the date of death by
  the person who acquired the right to exercise such Stock Options by will or
  the laws of descent and distribution or permitted transfer until the earlier
  of the second anniversary of the date of death (or such longer period as may
  be determined by the Committee, in its discretion) or the expiration of such
  Stock Options, and (D) the Permanent Disability of the Participant occurs, (x)
  his Outstanding Stock Options granted prior to January 31, 2001 may be
  exercised to the extent exercisable upon the date of the onset of such
  Permanent Disability until the earlier of the first anniversary of such date
  (or such longer period not in excess of the second anniversary of such date as
  may be determined by the Committee, in its discretion) or the expiration of
  such Stock Options, and (y) his Outstanding Stock Options granted on January
  31, 2001 or thereafter may be exercised to the extent exercisable upon the
  date of the onset of such Permanent Disability until the earlier of the third
  anniversary of such date (or such longer period as may be determined by the
  Committee, in its discretion) or the expiration of such Stock Options.  Upon
  the occurrence of an event described in clauses (A), (B), (C) or (D) of this
  Section 2.3(c)(i), all rights with respect to Stock Options that are not
  vested as of such event will be relinquished.

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     (ii) Termination for Cause.   If a Participant's employment with the
  Company or any of its subsidiaries ends due to a Termination for Cause then,
  unless the Committee in its discretion determines otherwise, all Outstanding
  Stock Options, whether or not then vested, shall terminate effective as of the
  date of such termination.

     (iii) Maximum Exercise Period.   Anything in this Section 2.3(c) to the
  contrary notwithstanding, no Stock Option shall be exercisable after the
  earlier to occur of (A) the expiration of the option period set forth in the
  applicable Agreement or (B) the tenth anniversary of the Date of Grant
  thereof.

     (iv) Minimum Exercise Period.   With respect to a termination described in
  Section 2.3(c)(i)(A) only, the Committee may establish a shorter exercise
  period for Incentive Stock Options of not less than three months following the
  date of termination.

     (v) Exercise Periods following Termination of Employment.   For the
  purposes of determining the dates on which Stock Options may be exercised
  following a termination of employment or Retirement, death or Permanent
  Disability, the day following the date of termination of employment or
  Retirement, death or Permanent Disability shall be the first day of the
  exercise period and the Stock Options may be exercised up to and including the
  last business day falling within the exercise period. Thus, if the last day of
  the exercise period is not a business day, then the last date the Stock
  Options may be exercised is the last business day preceding the end of the
  exercise period.

Section 2.4 Payment of Purchase Price Upon Exercise.

  Every share purchased through the exercise of a Stock Option shall be paid for
in full at the time of exercise in cash or, in the discretion of the Committee,
in shares of Class B Common Stock (provided that such shares of Class B Common
Stock have been held for at least six months by the Participant) or other
securities of the Company designated by the Committee, in a combination of cash,
shares or such other securities or in any other form of valid consideration that
is acceptable to the Committee in its sole discretion.

Section 2.5 Stock Appreciation Rights.

  The Committee may grant Stock Appreciation Rights only in tandem with a Stock
Option, either at the time of Grant or by amendment at any time prior to the
exercise, expiration or termination of such Stock Option. Each Stock
Appreciation Right shall be subject to the same terms and conditions as the
related Stock Option and shall be exercisable only at such times and to such
extent as the related Stock Option is exercisable. A Stock Appreciation Right
shall entitle the holder to surrender to the Company the related Stock Option
unexercised and receive from the Company in exchange therefor an amount equal to
the excess of the Fair Market Value of the shares of 

                                       9

 
Class B Common Stock subject to such Stock Option, determined as of the day
preceding the surrender of such Stock Option, over the Stock Option aggregate
exercise price. Such amount shall be paid in cash or, in the discretion of the
Committee, in shares of Class B Common Stock or other securities of the Company
designated by the Committee or in a combination of cash, shares or such other
securities.


                                  ARTICLE III

Provisions Applicable to Restricted Shares

Section 3.1 Grants of Restricted Shares.

  The Committee may from time to time grant to eligible employees Restricted
Shares on the terms and conditions set forth in the Plan and on such other terms
and conditions as are not inconsistent with the purposes and provisions of the
Plan, as the Committee, in its discretion, may from time to time determine. Each
Agreement covering a Grant of Restricted Shares shall specify the number of
Restricted Shares granted, the Date of Grant, the price, if any, to be paid by
the Participant for such Restricted Shares and the vesting schedule (as provided
for in Section 3.2 hereof) for such Restricted Shares, including any applicable
performance goal requirements.

Section 3.2 Vesting.

  The Committee shall establish the vesting schedule applicable to Restricted
Shares granted hereunder, which vesting schedule shall specify the period of
time, the increments in which a Participant shall vest in the Grant of
Restricted Shares and any applicable performance goal requirements, subject to
any restrictions that the Committee shall determine and specify in the
applicable Agreement.

Section 3.3 Rights and Restrictions Governing Restricted Shares.

  As of the Date of Grant of Restricted Shares, one or more certificates
representing the appropriate number of shares of Class B Common Stock granted to
a Participant shall be registered in his name but shall be held by the Company
for the account of the Participant. The Participant shall have all rights of a
holder as to such shares of Class B Common Stock (including, to the extent
applicable, the right to receive dividends and to vote), subject to the
following restrictions: (a) the Participant shall not be entitled to delivery of
certificates representing such shares of Class B Common Stock until such shares
have vested; (b) none of the Restricted Shares may be sold, transferred,
assigned, pledged or otherwise encumbered or disposed of until such shares have
vested; and (c) except as otherwise provided in Section 3.6 below, all unvested
Restricted Shares shall be immediately forfeited upon a Participant's
termination of employment with the Company or any subsidiary for any reason or
the Participant's death, Retirement or Permanent Disability.

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Section 3.4 Adjustment with Respect to Restricted Shares.

  Any other provision of the Plan to the contrary notwithstanding, the Committee
may, in its discretion, at any time accelerate the date or dates on which
Restricted Shares vest. The Committee may, in its sole discretion, remove any
and all restrictions on such Restricted Shares whenever it may determine that,
by reason of changes in applicable law, the rules of any stock exchange on which
the Class B Common Stock is listed or other changes in circumstances arising
after the Date of Grant, such action is appropriate.

Section 3.5 Delivery of Restricted Shares.

  On the date on which Restricted Shares vest, all restrictions contained in the
Agreement covering such Restricted Shares and in the Plan shall lapse as to such
Restricted Shares. One or more stock certificates for the appropriate number of
shares of Class B Common Stock, free of the restrictions set forth in the Plan
and applicable Agreement, shall be delivered to the Participant or such shares
shall be credited to a brokerage account if the Participant so directs;
provided, however, that such certificates shall bear such legends as the
Committee, in its sole discretion, may determine to be necessary or advisable in
order to comply with applicable federal or state securities laws.

Section 3.6 Termination of Employment, Retirement, Death or Permanent
Disability.

  In the event that (i) the Participant's employment with the Company or any of
its subsidiaries ends by reason of voluntary termination by the Participant,
termination by the Company or any of its subsidiaries other than for Cause,
termination by the Company or any of its subsidiaries for Cause or the
Participant's Retirement, or (ii) the Participant's death or Permanent
Disability occurs, prior to the date or dates on which Restricted Shares vest,
the Participant shall forfeit all unvested Restricted Shares as of the date of
such event, unless, other than in the case of a termination by the Company or
its subsidiaries for Cause, the Committee determines that the circumstances in
the particular case so warrant and provides that some or all of such
Participant's unvested Restricted Shares shall vest as of the date of such
event, in which case certificates representing such shares shall be delivered,
in accordance with Section 3.5 above, to the Participant or in the case of the
Participant's death, to the person or persons who acquired the right to receive
such certificates by will or the laws of descent and distribution.


                                  ARTICLE IV

Provisions Applicable to Restricted Share Units

Section 4.1 Grants of Restricted Share Units.

  The Committee may from time to time grant Restricted Share Units on the terms
and conditions set forth in the Plan and on such other terms and conditions as
are not inconsistent with the purposes and provisions of the Plan as the
Committee, in its 

                                       11

 
discretion, may from time to time determine. Each Restricted Share Unit awarded
to a Participant shall correspond to one share of Class B Common Stock. Each
Agreement covering a Grant of Restricted Share Units shall specify the number of
Restricted Share Units granted and the vesting schedule (as provided for in
Section 4.2 hereof) for such Restricted Share Units, including any applicable
performance goal requirements.

Section 4.2 Vesting.

  The Committee shall establish the vesting schedule applicable to Restricted
Share Units granted hereunder, which vesting schedule shall specify the period
of time, the increments in which a Participant shall vest in the Grant of
Restricted Share Units and any applicable performance goal requirements, subject
to any restrictions that the Committee shall determine and specify in the
applicable Agreement.

Section 4.3 Adjustment with Respect to Restricted Share Units.

  Any other provision of the Plan to the contrary notwithstanding, the Committee
may, in its discretion, at any time accelerate the date or dates on which
Restricted Share Units vest.

Section 4.4 Settlement of Restricted Share Units.

  On the date on which Restricted Share Units vest, all restrictions contained
in the Agreement covering such Restricted Share Units and in the Plan shall
lapse as to such Restricted Share Units and the Restricted Share Units will be
payable, at the discretion of the Committee, in Class B Common Stock, in cash
equal to the Fair Market Value of the shares subject to such Restricted Share
Units or in a combination of Class B Common Stock and cash. In the event the
Restricted Share Units are paid in Class B Common Stock, one or more stock
certificates for the appropriate number of shares of Class B Common Stock, free
of the restrictions set forth in the Plan and applicable Agreement, shall be
delivered to the Participant or such shares shall be credited to a brokerage
account if the Participant so directs; provided, however, that such certificates
shall bear such legends as the Committee, in its sole discretion, may determine
to be necessary or advisable in order to comply with applicable federal or state
securities laws.

Section 4.5 Termination of Employment, Retirement, Death or Permanent
Disability.

  In the event that (i) the Participant's employment with the Company or any of
its subsidiaries ends by reason of voluntary termination by the Participant,
termination by the Company or any of its subsidiaries other than for Cause,
termination by the Company or any of its subsidiaries for Cause or the
Participant's Retirement, or (ii) the Participant's death or Permanent
Disability occurs prior to the date or dates on which Restricted Share Units
vest, the Participant shall forfeit all unvested Restricted Share Units as of
the date of such event, unless, other than due to a Termination for Cause, the
Committee determines that the circumstances in the particular case so warrant
and provides that some or all of such Participant's unvested Restricted Share
Units shall vest 

                                       12

 
as of the date of such event, in which case, in the discretion of the Committee,
either certificates representing shares of Class B Common Stock or a cash
payment equal to the Fair Market Value of the shares of Class B Common Stock,
shall be delivered in accordance with Section 4.4 above, to the Participant or
in the case of the Participant's death, to the person or persons who acquired
the right to receive such certificates by will or the laws of descent and
distribution.


                                   ARTICLE V

Provisions Applicable to Phantom Shares

Section 5.1 Grants of Phantom Shares.

  The Committee may from time to time grant to eligible employees Phantom
Shares, the value of which is determined by reference to a share of Class B
Common Stock, on the terms and conditions set forth in the Plan and on such
other terms and conditions as are not inconsistent with the purposes and
provisions of the Plan as the Committee, in its discretion, may from time to
time determine. Each Agreement covering a Grant of Phantom Shares shall specify
the number of Phantom Shares granted, the Initial Value of such Phantom Shares,
the Valuation Dates, the number of Phantom Shares whose Appreciation Value shall
be determined on each such Valuation Date, any applicable vesting schedule (as
provided for in Section 5.3 hereof) for such Phantom Shares, and any applicable
limitation on payment (as provided for in Section 5.4 hereof) for such Phantom
Shares.

Section 5.2 Appreciation Value.

  (a) Valuation Dates; Measurement of Appreciation Value.   The Committee shall
provide in the Agreement for one or more Valuation Dates on which the
Appreciation Value of the Phantom Shares granted pursuant to the Agreement shall
be measured and fixed, and shall designate in the Agreement the number of such
Phantom Shares whose Appreciation Value is to be calculated on each such
Valuation Date. Unless otherwise determined by the Committee, each Valuation
Date shall be December 15 and no Valuation Date shall occur later than the year
in which the eighth (8th) anniversary of the Date of Grant occurs.

  (b) Payment of Appreciation Value.   Except as otherwise provided in Section
5.5 hereof, and subject to the limitation contained in Section 5.4 hereof, the
Appreciation Value of a Phantom Share shall be paid to a Participant in cash in
a lump sum as soon as practicable following the Valuation Date applicable to
such Phantom Share.

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Section 5.3 Vesting.

  The Committee may, in its discretion, provide in the Agreement that Phantom
Shares granted thereunder shall vest (subject to such terms and conditions as
the Committee may provide in the Agreement) over such period of time, from the
Date of Grant, as may be specified in a vesting schedule contained therein.

Section 5.4 Limitation on Payment.

  The Committee may, in its discretion, establish and set forth in the Agreement
a maximum dollar amount payable under the Plan for each Phantom Share granted
pursuant to such Agreement.

Section 5.5 Termination of Employment, Retirement, Death or Permanent
Disability.

  (a) Termination Other Than for Cause, or due to Retirement, Death or Permanent
Disability.   Except as otherwise provided in this Section 5.5, if, before the
occurrence of one or more Valuation Dates applicable to the Participant's
Outstanding Phantom Shares, (i) the Participant's employment with the Company or
any of its subsidiaries ends by reason of the voluntary termination by the
Participant, the termination by the Company or any of its subsidiaries other
than for Cause or the Participant's Retirement or (ii) the Participant's death
or Permanent Disability occurs, then, unless the Committee, in its discretion,
determines otherwise, the Appreciation Value of each Outstanding Phantom Share
as to which the Participant's rights are vested as of the date of such event
shall be the lesser of (x) the Appreciation Value of such Phantom Share
calculated as of the date of such event or (y) the Appreciation Value of such
Phantom Share calculated as of the originally scheduled Valuation Date
applicable thereto. Unless the Committee, in its discretion, determines
otherwise, the Appreciation Value so determined for each such vested Outstanding
Phantom Share shall then be payable to the Participant following the originally
scheduled Valuation Date applicable thereto in accordance with Section 5.2(b)
hereof. Upon the occurrence of an event described in this Section 5.5(a), all
rights with respect to Phantom Shares that are not vested as of such date will
be relinquished.

  (b) Termination for Cause.   If a Participant's employment with the Company or
any of its subsidiaries ends due to a Termination for Cause, then, unless the
Committee, in its discretion, determines otherwise, all Outstanding Phantom
Shares, whether or not vested, and any and all rights to the payment of
Appreciation Value with respect to such Outstanding Phantom Shares shall be
forfeited effective as of the date of such termination.

                                       14

 
                                  ARTICLE VI

Effect of Certain Corporate Changes

  In the event of a merger, consolidation, stock-split, dividend, distribution,
combination, reclassification or recapitalization that changes the character or
amount of the Class B Common Stock or any other changes in the corporate
structure, equity securities or capital structure of the Company, the Committee
shall make such adjustments to (i) the number and kind of securities subject to
any Stock Options or Stock Appreciation Rights or the number and kind of
Restricted Shares, Restricted Share Units or Phantom Shares granted to each
Participant, (ii) the exercise price of any Outstanding Stock Options or Stock
Appreciation Rights or the Initial Value of any Outstanding Phantom Shares, and
(iii) the maximum number and kind of securities referred to in Section 1.5 and
Section 1.6 of the Plan, in each case, as it deems appropriate. The Board may,
in its sole discretion, also make such other adjustments as it deems appropriate
in order to preserve the benefits or potential benefits intended to be made
available hereunder. Such determinations shall be conclusive and binding for all
purposes.


                                  ARTICLE VII

Miscellaneous

Section 7.1 No Rights to Grants or Continued Employment.

  Nothing in the Plan or in any Agreement, nor the grant of any Option, Phantom
Share, Restricted Share, Restricted Share Unit, or Stock Appreciation Right,
shall confer upon any individual any right to be employed by the Company or any
subsidiary thereof, nor to be entitled to any remuneration or benefits not set
forth in the Plan or such Agreement, including the right to receive any future
Grants under the Plan or any other plan of the Company or any subsidiary thereof
or interfere with or limit the right of the Company or any subsidiary thereof to
modify the terms of or terminate such individual's employment at any time.

Section 7.2 Restriction on Transfer.

  The rights of a Participant with respect to Stock Options, Stock Appreciation
Rights, Restricted Shares, Restricted Share Units or Phantom Shares shall not be
transferable by the Participant to whom such Stock Options, Stock Appreciation
Rights, Restricted Shares, Restricted Share Units or Phantom Shares are granted,
except (i) by will or the laws of descent and distribution or (ii) with respect
to Non-Qualified Stock Options, subject to the prior approval of the Committee,
for transfers to members of the Participant's immediate family or trusts whose
beneficiaries are members of the

                                       15

 
Participant's immediate family, in each case subject to the condition that the
Committee shall be satisfied that such transfer is being made for estate and/or
tax planning purposes without consideration being received therefor and subject
to such other conditions as the Committee may impose.

Section 7.3 Taxes.

  The Company or a subsidiary thereof, as appropriate, shall have the right to
deduct from all payments made under the Plan to a Participant or to a
Participant's estate any federal, state, local or other taxes required by law to
be withheld with respect to such payments. The Committee, in its discretion, may
require, as a condition to the exercise of any Stock Option or Stock
Appreciation Right or delivery of any certificate(s) for shares of Class B
Common Stock, that an additional amount be paid in cash equal to the amount of
any federal, state, local or other taxes owed as a result of such exercise. Any
Participant who makes an election under Section 83(b) of the Code to have his
receipt of shares of Restricted Stock taxed in accordance with such election
must give notice to the Company of such election immediately upon making a valid
election in accordance with the rules and regulations of the Code. Any such
election must be made in accordance with the rules and regulations of the Code.

Section 7.4 Stockholder Rights.

  No Grant under the Plan shall entitle a Participant or a Participant's estate
or permitted transferee to any rights of a holder of shares of Class B Common
Stock of the Company, except as provided in Article III with respect to
Restricted Shares or when and until share certificates are delivered upon
exercise of a Stock Option or when and until share certificates are delivered in
settlement of a Stock Appreciation Right or a Restricted Share Unit.

Section 7.5 No Restriction on Right of Company to Effect Corporate Changes.

  The Plan shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of stock
or of options, warrants or rights to purchase stock or of bonds, debentures,
preferred or prior preference stock whose rights are superior to or affect the
Class B Common Stock or the rights thereof or which are convertible into or
exchangeable for Class B Common Stock, or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise.

                                       16

 
Section 7.6 Source of Payments.

  The general funds of the Company shall be the sole source of cash settlements
of Stock Appreciation Rights or Restricted Share Units under the Plan and
payments of Appreciation Value and the Company shall not have any obligation to
establish any separate fund or trust or other segregation of assets to provide
for payments under the Plan. Nothing contained in this Plan, and no action taken
pursuant to its provisions, shall create or be construed to create a trust of
any kind, or a fiduciary relationship, between the Company and a Participant or
any other person. To the extent a person acquires any rights to receive payments
hereunder from the Company, such rights shall be no greater than those of an
unsecured creditor.

Section 7.7 Exercise Periods Following Termination of Employment.

  For the purposes of determining the dates on which Grants may be exercised
following a termination of employment or following the Retirement, death or
Permanent Disability of a Participant, the day following the date of such event
shall be the first day of the exercise period and the Grant may be exercised up
to and including the last business day falling within the exercise period. Thus,
if the last day of the exercise period is not a business day, then the last date
a Grant may be exercised is the last business day preceding the end of the
exercise period.

Section 7.8 Breach of Agreements.

  The Committee may include in any Agreement a provision requiring the
Participant to return gains (as defined by the Committee) realized on Grants
made under the Plan in the event the Committee determines that a material breach
of specified obligations under one or more written agreements between a
Participant and the Company has occurred during the one year period after
termination of the Participant's employment with the Company or a subsidiary.


                                 ARTICLE VIII

Amendment and Termination

  The Plan may be terminated and may be altered, amended, suspended or
terminated at any time, in whole or in part, by the Board; provided, however,
that no alteration or amendment will be effective without stockholder approval
if such approval is required by law or under the rules of the New York Stock
Exchange or other principal stock exchange on which the Class B Common Stock is
listed. No termination or amendment of the Plan may, without the consent of the
Participant to whom a grant has been made, adversely affect the rights of such
Participant in the Stock Options, Stock Appreciation

                                       17

 
Rights, Restricted Shares, Restricted Share Units or Phantom Shares covered by
such Grant. Unless previously terminated pursuant to this Article VIII, the Plan
shall terminate on the fifth anniversary of the Effective Date (as defined
below), and no further Grants may be awarded hereunder after such date.


                                  ARTICLE IX

Interpretation

Section 9.1 Governmental Regulations.

  The Plan, and all Grants hereunder, shall be subject to all applicable rules
and regulations of governmental or other authorities.

Section 9.2 Headings.

  The headings of articles and sections herein are included solely for
convenience of reference and shall not affect the meaning of any of the
provisions of the Plan.

Section 9.3 Governing Law.

  The Plan and all rights hereunder shall be construed in accordance with and
governed by the laws of the State of Delaware.


                                   ARTICLE X

Effective Date and Stockholder Approval

  The Plan became effective upon its adoption by the Board on May 25, 2000,
subject to approval by the stockholders of the Company which was obtained on
June 29, 2000.

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