UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

VIACOM INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

April 16, 2010

Dear Viacom Stockholders:

We are pleased to invite you to attend the Viacom Inc. 2010 Annual Meeting of Stockholders. The meeting will be held on Wednesday, June 9, 2010 at our corporate headquarters located at 1515 Broadway (enter on 44th St.), New York, New York, beginning at 10:30 a.m., Eastern Daylight Time.

At this year’s meeting, we will be electing 11 members of our Board of Directors, selecting our independent public accountants, considering amendments to our management equity plan and considering the adoption of new equity plans for our Board of Directors.

To help reduce costs and the environmental impact of printing the proxy materials, we can deliver the proxy materials to you electronically, instead of by mail. We encourage you to take advantage of the electronic delivery process by following the instructions in the proxy statement. Stockholders who do not receive electronic delivery or printed proxy materials will receive a Notice of Internet Availability of Proxy Materials in the mail that tells you how to:

· Access the Notice of 2010 Annual Meeting of Stockholders and Proxy Statement, our Stockholder Letter and our 2009 Annual Report on Form 10-K through http://proxymaterials.viacom.com; and

· Submit your vote if you hold shares of Class A common stock. Class A common stockholders can submit their vote by telephone, the Internet or, of course, in person at the Annual Meeting. Class A holders will also find instructions on how to vote their shares on their proxy card or voting instruction card.

We appreciate your continued support of Viacom and look forward to seeing you at the Annual Meeting.

SUMNER M. REDSTONE	PHILIPPE P. DAUMAN
Executive Chairman of the Board of Directors and Founder	President and Chief Executive Officer

NOTICE OF 2010 ANNUAL MEETING OF STOCKHOLDERS

AND PROXY STATEMENT

The Viacom Inc. 2010 Annual Meeting of Stockholders will be held on Wednesday, June 9, 2010 at Viacom’s corporate headquarters located at 1515 Broadway (enter at 44th St.), New York, New York, beginning at 10:30 a.m., Eastern Daylight Time. At the meeting, we will consider:

1. The election of the 11 director nominees identified in the Proxy Statement;

2. The ratification of the appointment of PricewaterhouseCoopers LLP to serve as our independent auditor for our fiscal year 2010;

3. The approval of the Viacom Inc. 2006 Long-Term Management Incentive Plan, as amended and restated effective January 1, 2011;

4. The approval of the Viacom Inc. 2011 Stock Option Plan for Outside Directors;

5. The approval of the Viacom Inc. 2011 RSU Plan for Outside Directors; and

6. Such other business as may properly come before the meeting.

Holders of Class A common stock at the close of business on our record date of April 16, 2010 are entitled to notice of and to vote at the Annual Meeting and any postponement or adjournment of the meeting. For a period of at least ten days prior to the Annual Meeting, a complete list of stockholders entitled to vote at the Annual Meeting will be open for examination by any stockholder during ordinary business hours at our corporate headquarters located at 1515 Broadway, New York, New York.

Holders of Class B common stock are not entitled to vote at the Annual Meeting, but are invited to attend the meeting and will receive the proxy materials for informational purposes.

National Amusements, Inc., which as of our record date beneficially owned approximately 79.9% of the shares of Class A common stock, has advised us that it intends to vote all of its shares of Class A common stock in favor of each of the items of business identified above, which will be sufficient to constitute a quorum and to determine the outcome of each item under consideration.

If you plan to attend the Annual Meeting, you will need to obtain an admission ticket and present photo identification. Instructions on how to obtain an admission ticket are on page 4 of the proxy statement (“How do I gain admission to the Annual Meeting?”).

By order of the Board of Directors,

MICHAEL D. FRICKLAS

Executive Vice President, General Counsel
and Secretary

April 16, 2010

TABLE OF CONTENTS

	Page
Questions and Answers about the 2010 Annual Meeting of Stockholders	1
Company Information and Mailing Address	5
Item 1—Election of Directors	6
Our Board of Directors	11
Corporate Governance	18
Director Compensation	20
Security Ownership of Certain Beneficial Owners and Management	24
Section 16(a) Beneficial Ownership Reporting Compliance	25
Related Person Transactions	26
Compensation Committee Report	29
Executive Compensation	30
Compensation Discussion and Analysis	30
2009 Summary Compensation Table	44
2009 Grants of Plan-Based Awards	49
Outstanding Equity Awards at Fiscal Year End	50
Option Exercises and Stock Vested in 2009	52
2009 Pension Benefits	53
2009 Nonqualified Deferred Compensation	56
Potential Payments Upon Termination or Change-In-Control	59
Equity Compensation Plan Information	65
Report of the Audit Committee	66
Services Provided by the Independent Auditor and Fees Paid	68
Item 2—Ratification of the Appointment of the Independent Auditor	69
Item  3—Approval of the Viacom Inc. 2006 Long-Term Management Incentive Plan, As Amended and Restated Effective January 1, 2011	70
Item 4—Approval of the Viacom Inc. 2011 Stock Option Plan for Outside Directors	77
Item 5—Approval of the Viacom Inc. 2011 RSU Plan for Outside Directors	80
Other Matters	83

2010 PROXY STATEMENT

QUESTIONS AND ANSWERS ABOUT THE 2010 ANNUAL MEETING OF STOCKHOLDERS

What is the purpose of this proxy statement?

The Viacom Board of Directors is soliciting a proxy from stockholders of our Class A common stock to vote on the items to be considered at the 2010 Annual Meeting of Stockholders (the “Annual Meeting”), which will be held on June 9, 2010.

What is the Notice of Internet Availability of Proxy Materials?

· The Notice of Internet Availability of Proxy Materials is a document that:

Ø Indicates that our Stockholder Letter, Notice of 2010 Annual Meeting of Stockholders and Proxy Statement, and 2009 Annual Report on Form 10-K are available at http://proxymaterials.viacom.com;

Ø Provides instructions on how Class A stockholders may vote their shares; and

Ø Indicates how you may request printed copies of these materials, including, for holders of Class A common stock, the proxy card or voting instruction card.

· We will begin distributing the Notice of Internet Availability of Proxy Materials on or about April 21, 2010.

What items of business will be voted on at the Annual Meeting?

At the meeting, we will consider:

1. The election of the 11 director nominees identified in this proxy statement;

2. The ratification of the appointment of PricewaterhouseCoopers LLP to serve as our independent auditor for our fiscal year 2010;

3. The approval of the Viacom Inc. 2006 Long-Term Management Incentive Plan, as amended and restated effective January 1, 2011;

4. The approval of the Viacom Inc. 2011 Stock Option Plan for Outside Directors; and

5. The approval of the Viacom Inc. 2011 RSU Plan for Outside Directors.

Who is entitled to vote at the Annual Meeting?

If you are a holder of Class A common stock:

Holders of our Class A common stock as of the record date of April 16, 2010 are entitled to notice of and to vote at the Annual Meeting and any postponement or adjournment of the meeting.

If you are a holder of Class B common stock:

Holders of our non-voting Class B common stock are not entitled to vote at the Annual Meeting or any postponement or adjournment of the meeting, but will receive this proxy statement and related materials for informational purposes.

1

How does the Board of Directors recommend holders of Class A common stock vote on the business of the meeting?

The Board of Directors recommends that Class A stockholders vote their shares:

1. “FOR” the election of each of the 11 director nominees identified in this proxy statement;

2. “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP to serve as our independent auditor for our fiscal year 2010;

3. “FOR” the approval of the Viacom Inc. 2006 Long-Term Management Incentive Plan, as amended and restated effective January 1, 2011;

4. “FOR” the approval of the Viacom Inc. 2011 Stock Option Plan for Outside Directors; and

5. “FOR” the approval of the Viacom Inc. 2011 RSU Plan for Outside Directors.

How many shares can vote at the Annual Meeting?

At the close of business on April 16, 2010, we had approximately 52.3 million shares of Class A common stock outstanding, and each of those shares is entitled to one vote. Shares of Class B common stock are not entitled to vote.

How many shares must be present or represented at the Annual Meeting to conduct business?

Under our Amended and Restated Bylaws, the holders of a majority of the aggregate voting power of the Class A common stock outstanding on the record date, present in person or by proxy at the Annual Meeting, constitute a quorum to conduct business at the Annual Meeting. Abstentions and broker non-votes will be treated as present for purposes of determining a quorum. The shares of our Class A common stock held by National Amusements, Inc. (“NAI”) will be voted at the Annual Meeting and will constitute a quorum.

What vote is required to approve each of the items of business?

The affirmative vote of the holders of a majority of the aggregate voting power of the Class A common stock outstanding at the close of business on our record date of April 16, 2010, present in person or by proxy at the Annual Meeting, is required to approve each item of business listed above.

At the close of business on our record date, NAI beneficially owned through its wholly-owned subsidiary, NAIRI, Inc., approximately 79.9% of our outstanding Class A common stock. Sumner M. Redstone, the controlling stockholder of NAI, is our Executive Chairman of the Board of Directors and Founder. NAI has advised us that it intends to vote all of the shares of Class A common stock held by NAIRI in favor of each of the items of business listed above, which will be sufficient to approve each item.

How can I vote my shares at the Annual Meeting?

Voting by Proxy

Holders of Class A common stock may submit a proxy by:

· following the instructions on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card to vote by telephone or the Internet. These instructions can also be found at http://proxymaterials.viacom.com. Your telephone or Internet proxy must be received no later than 11:59 p.m., Eastern Daylight Time, on June 8, 2010; or

· completing, signing, dating and returning the proxy card or voting instruction card so that it is received prior to the Annual Meeting.

2

Philippe P. Dauman and Michael D. Fricklas (the “proxy holders”) have been designated by our Board of Directors to vote the shares represented by proxy at the Annual Meeting. Messrs. Dauman and Fricklas are executive officers of Viacom, and Mr. Dauman is also a director nominee.

· The proxy holders will vote the shares represented by your valid and timely received proxy in accordance with your instructions.

· If you do not specify instructions on your proxy when you submit it, the proxy holders will vote the shares represented by the proxy “FOR” each item of business listed above in accordance with the recommendations of the Board of Directors.

· If any other matter properly comes before the Annual Meeting, the proxy holders will vote the shares represented by proxy on that matter in their discretion.

Voting Shares Held in the Viacom 401(k) Plan

Voting instructions for shares of Class A common stock held in the Viacom 401(k) plan must be received no later than 11:59 p.m., Eastern Daylight Time, on June 7, 2010 so that the trustee of the plan (who votes the shares on behalf of plan participants) has adequate time to tabulate the voting instructions. Shares held in the Viacom 401(k) plan that are not voted, or for which the trustee does not receive timely voting instructions, will be voted by the trustee in the same proportion as the shares held in the plan that are timely voted, except as otherwise required by law.

Voting other than by Proxy

While we encourage voting in advance by proxy, holders of Class A common stock (other than shares held in the Viacom 401(k) plan) also have the option of voting their shares in person at the Annual Meeting.

Can I change my vote or revoke my proxy after I return my proxy card?

Shares Held other than in the Viacom 401(k) Plan

You may change your vote or revoke your proxy at any time before your proxy is voted at the Annual Meeting by:

· sending written notice to Michael D. Fricklas, Secretary, Viacom Inc., 1515 Broadway, New York, NY 10036-5794, so long as it is received before 11:59 p.m., Eastern Daylight Time, on June 8, 2010;

· submitting a proxy bearing a later date than the proxy being revoked to Broadridge, P.O. Box 9111, Farmingdale, NY 11735, so long as it is received before 11:59 p.m., Eastern Daylight Time, on June 8, 2010;

· voting again by telephone or the Internet by 11:59 p.m., Eastern Daylight Time, on June 8, 2010; or

· attending the Annual Meeting and voting in person.

Shares Held in the Viacom 401(k) Plan

Voting instructions relating to shares of Class A common stock held in the 401(k) plan may be revoked prior to 11:59 p.m., Eastern Daylight Time, on June 7, 2010 by:

· sending written notice to Michael D. Fricklas, Secretary, Viacom Inc., 1515 Broadway, New York, NY 10036-5794;

· submitting voting instructions bearing a later date than the voting instructions being revoked to Broadridge, P.O. Box 9111, Farmingdale, NY 11735; or

· voting again by telephone or the Internet.

3

What effect do abstentions and broker non-votes have on the items of business?

An abstention on any item of business will have the effect of a vote against that item.

Broker non-votes may occur because certain beneficial holders of our Class A common stock hold their shares in “street name” through a broker or other nominee. Under the rules of the New York Stock Exchange (the “NYSE”), the broker or nominee may not be permitted to exercise voting discretion with respect to some items to be acted upon at our Annual Meeting, including the election of directors. Therefore, if a beneficial holder of our Class A common stock does not give the broker or nominee specific voting instructions, the holder’s shares may not be voted on those items and a broker non-vote will occur. Broker non-votes will have no effect on the voting results for such items.

How do I gain admission to the Annual Meeting?

If you are a registered holder of Class A common stock:

Please mark the appropriate box on the proxy card, or indicate that you plan to attend the meeting when you vote by telephone or the Internet, and an admission ticket will be sent to you. Please bring photo identification with you for admittance to the meeting.

If you are a registered holder of Class B common stock or hold Class A or Class B common stock beneficially in a brokerage account or otherwise:

You must obtain an admission ticket in advance by sending a written request along with proof of ownership (such as your brokerage firm account statement or statement of holdings from our transfer agent) to Director, Shareholder Relations, Viacom Inc., 1515 Broadway, 52^nd Floor, New York, New York 10036-5794. Please bring photo identification with you for admittance to the meeting.

Who pays the cost of soliciting votes for the Annual Meeting?

We will pay the cost of the solicitation of proxies, including the preparation, website posting, printing and delivery of the proxy materials. We will furnish copies of these materials to banks, brokers, fiduciaries, custodians and other nominees that hold shares on behalf of beneficial owners so that they may forward the materials to beneficial owners.

Who will count the votes?

We have retained IVS Associates, Inc. to tabulate the votes and serve as the independent inspector of election for the Annual Meeting.

Where can I find the voting results of the Annual Meeting?

We will publish the final results of the voting in a Current Report on Form 8-K within four business days of the Annual Meeting.

How can I elect to receive future shareholder communications such as proxy materials electronically?

We highly recommend that you receive electronic delivery of Viacom proxy statements, annual reports and other stockholder communications. This helps reduce the use of paper and lowers our printing, postage and other costs. If you have not previously enrolled in electronic delivery of such materials, you can elect to participate when you vote on the Internet. You can also enroll at www.icsdelivery.com/viacom.

Stockholders who have not enrolled in electronic delivery will receive the Notice of Internet Availability of Proxy Materials indicating that our proxy materials are available at http://proxymaterials.viacom.com, unless you have advised us that you prefer to receive a printed copy.

4

COMPANY INFORMATION AND MAILING ADDRESS

We were organized as a Delaware corporation in 2005. Our mailing address is Viacom Inc., 1515 Broadway, New York, NY 10036-5794, and our telephone number is (212) 846-6000. Our website address is www.viacom.com.

References in this proxy statement to “Viacom,” “company,” “we,” “us” and “our” refer to Viacom Inc. and our consolidated subsidiaries, unless the context requires otherwise. Information on our website is not intended to be incorporated into this proxy statement.

5

ITEM 1 – ELECTION OF DIRECTORS

The election of 11 directors is proposed by the Board of Directors. In accordance with our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each director will hold office for a term of one year and until his or her successor is duly elected and qualified.

Our Director Nominees

The Governance and Nominating Committee is responsible for reviewing the composition of our Board annually after considering the Board’s anticipated needs for the upcoming year. In recommending director nominees to our Board, the members of the Governance and Nominating Committee consider information on the experience and qualifications of each director nominee, including each nominee’s independence, each incumbent director’s performance as a Viacom Board member, and an overall assessment of the Board’s functioning.

All of our director nominees are current members of our Board of Directors who were last elected at our 2009 Annual Meeting. The Governance and Nominating Committee unanimously recommended to the Board that the director nominees be invited to stand for re-election at the Annual Meeting.

Director Qualifications and Biographies

The Governance and Nominating Committee, consistent with the desires of the full Board and our controlling stockholder, seeks to achieve a Board that represents a diverse mix of skills, perspectives, talents, backgrounds and education that will enhance our decision-making process, oversee management’s execution of strategic objectives, and represent the interests of all of our stockholders. Independence is a key factor when considering the director nominees, as are critical thinking skills, practical wisdom and mature judgment in the decision-making process. Our Board composition reflects our commitment to include individuals from diverse backgrounds and with diverse experience, and the members of our Governance and Nominating Committee are mindful of that objective when they nominate directors for election. Our Board composition also reflects the Committee’s determination as to the appropriate size of the board to facilitate effective communication and cooperation.

The information that follows includes each director nominee’s:

· independence status as determined by the Board of Directors in accordance with the standards set forth in our Corporate Governance Guidelines and the NYSE listing standards, as discussed under “Our Board of Directors”;

· tenure on our Board and the Board of former Viacom Inc. (“Former Viacom”), which is now known as CBS Corporation, as applicable;

· experience, qualifications, attributes and skills that the Governance and Nominating Committee and the Board considered in concluding that each director nominee should serve on Viacom’s Board; and

· service on the boards of directors of other public companies and investment companies during the past five years.

In addition to these factors, the Governance and Nominating Committee may consider specific events in relation to a director’s nomination. For example, in 2009, the Committee considered Messrs. Greenberg and Salerno’s positions with Bear Stearns and the events surrounding the sale of Bear Stearns in connection with its decision to re-nominate them to our Board.

Important information about Viacom’s corporate governance practices, the responsibilities and functioning of the Board and its committees, director compensation and related person transactions is found elsewhere in this proxy statement. We encourage you to review this information in connection with your decisions on the election of the 11 director nominees.

6

George S. Abrams	Age 78	Not Independent
Mr. Abrams has been a member of our Board since January 1, 2006, having previously served as a director of Former Viacom since 1987. Mr. Abrams is being re-nominated to our Board because of his extensive knowledge of and history with Viacom, his skills as an attorney and advisor, familiarity with issues facing media and entertainment companies, and his involvement with NAI, our controlling stockholder. Mr. Abrams is an attorney associated with the law firm of Winer and Abrams in Boston since 1969. Prior to that, Mr. Abrams served for three years as General Counsel and Staff Director of the United States Senate Judiciary Committee for Refugees. Mr. Abrams is a Trustee of the Boston Museum of Fine Arts and a Fellow and/or Director of a number of other arts and education related boards and foundations. He is also a director of NAI and has been a director of Sonesta International Hotels Corporation since 1995.

Philippe P. Dauman	Age 56	Not Independent
Mr. Dauman has been our President and Chief Executive Officer since September 2006 and a member of our Board since January 1, 2006, having previously served as a director of Former Viacom since 1987. Mr. Dauman is being re-nominated to our Board due to his role as our President and CEO, extensive knowledge of and history with Viacom, his strategic and operational experience, his in-depth understanding of our industry and his connections in the business community. Mr. Dauman was Co-Chairman and Chief Executive Officer of DND Capital Partners, L.L.C., a private equity firm specializing in media and telecommunications investments that he co-founded with Mr. Dooley, from May 2000 until September 2006. Prior to that, Mr. Dauman held several positions at Former Viacom, which he first joined in 1993, including Deputy Chairman and member of its Executive Committee. Mr. Dauman is also a director of NAI and has served as a director of Lafarge S.A. since 2007. He also served as a director of Lafarge North America from 1997 to 2006.

Thomas E. Dooley	Age 53	Not Independent
Mr. Dooley has been our Senior Executive Vice President and Chief Administrative Officer since September 2006, our Chief Financial Officer since January 1, 2007 and a member of our Board since January 1, 2006. Mr. Dooley is being re-nominated to our Board due to his position as Chief Administrative Officer and CFO, extensive knowledge of and history with Viacom, his financial expertise and operational experience, and his in-depth understanding of our industry. Mr. Dooley was Co-Chairman and Chief Executive Officer of DND Capital Partners, L.L.C., a private equity firm specializing in media and telecommunications investments that he co-founded with Mr. Dauman, from May 2000 until September 2006. Before that, Mr. Dooley held various corporate and divisional positions at Former Viacom, which he first joined in 1980, including Deputy Chairman and member of its Executive Committee. Mr. Dooley served as a director of Sapphire Industrial Corp. from 2007 to 2010 and LaBranche & Co Inc. from 2000 to 2007.

Alan C. Greenberg	Age 82	Independent
Mr. Greenberg has been a member of our Board since January 1, 2006, having previously served as a director of Former Viacom since 2003. Mr. Greenberg is being re-nominated to our Board because of his independence, his broad business knowledge and demonstrated skills, his experience leading a large, multinational corporation in the financial industry and his connections in the business community. Mr. Greenberg is Vice Chairman Emeritus of JPMorgan Chase & Co., having previously served as Chairman of the Executive Committee of The Bear Stearns Companies Inc. from June 2001 until Bear Stearns was acquired by JPMorgan in May 2008. Mr. Greenberg also served as Chairman of the Board of Bear Stearns from 1985 to 2001, and as its Chief Executive Officer from 1978 to 1993.

7

Robert K. Kraft	Age 68	Independent
Mr. Kraft has been a member of our Board since January 1, 2006. Mr. Kraft is being re-nominated to our Board because of his independence, his experience and talent leading a large, multinational corporation, including strategic and operational experience, and his connections in the business community. Mr. Kraft is Chairman and Chief Executive Officer of The Kraft Group, which includes the New England Patriots, New England Revolution, Gillette Stadium, Rand-Whitney Group and International Forest Products Corporation. Mr. Kraft has served as Chairman of the NFL’s Finance Committee since 1998. He is also a director of the Dana Farber Cancer Institute, the Federal Reserve Bank of Boston and The New England Patriots Charitable Foundation.

Blythe J. McGarvie	Age 53	Independent
Ms. McGarvie has been a member of our Board since April 12, 2007. Ms. McGarvie is being re-nominated to our Board because of her independence, her financial expertise and critical thinking, her experience and talent as a consultant and her international experience. Ms. McGarvie is the Chief Executive Officer of Leadership for International Finance, LLC, a firm focusing on improving clients’ financial positions and providing leadership seminars for corporate and academic groups, having previously served as President since January 2003. From 1999 through 2002, Ms. McGarvie was the Executive Vice President and Chief Financial Officer of BIC Group. Prior to that, Ms. McGarvie served as Senior Vice President and Chief Financial Officer of Hannaford Bros. Co. from 1994 to 1999. Ms. McGarvie has served as a director of Accenture Ltd. since 2001 and The Travelers Companies, Inc. since 2004. Ms. McGarvie also served as a director of The Pepsi Bottling Group, Inc. from 2002 to 2010 and Lafarge North America from 2004 to 2006.

Charles E. Phillips, Jr.	Age 50	Independent
Mr. Phillips has been a member of our Board since January 1, 2006, having previously served as a director of Former Viacom since 2004. Mr. Phillips is being re-nominated to our Board because of his independence, his experience as a senior executive in a large, multinational corporation, his financial industry background and financial and analytical expertise, and his familiarity with issues facing media, new media and intellectual property-driven companies. Mr. Phillips has been a President of Oracle Corporation since May 2003 and has served as a member of its Board of Directors and Executive Management Committee since January 2004. Mr. Phillips also served as a director of Morgan Stanley from 2006 to 2010.

Shari Redstone	Age 56	Not Independent
Ms. Redstone has been the Non-Executive Vice Chair of our Board since January 1, 2006. She also serves as Non-Executive Vice Chair of the Board of CBS Corporation. Ms. Redstone served on the Board of Former Viacom since 1994, becoming Vice Chairman in June 2005. Ms. Redstone is being re-nominated to our Board because of her extensive experience in and understanding of the entertainment industry, her experience and talent managing a large business, and her position with NAI, including as one of its significant stockholders. Ms. Redstone has been President of NAI since January 2000, and prior to that, served as Executive Vice President of NAI since 1994. Ms. Redstone is also Chairman of Rising Star Media. An attorney, Ms. Redstone is a member of the Board of Directors and Executive Committee for the National Association of Theatre Owners, Co-Chairman of MovieTickets.com, Inc. and Chairman and Chief Executive Officer of CineBridge Ventures, Inc. She is also a member of the board of several charitable organizations, including the Dana Farber Cancer Institute, Combined Jewish Philanthropies and the John F. Kennedy Library Foundation. Ms. Redstone is also a director of NAI. She also served as a director of Midway Games Inc. from 2004 until 2008. She is the daughter of Sumner Redstone.

8

Sumner M. Redstone	Age 86	Not Independent
Mr. Redstone has been our Executive Chairman of the Board of Directors and Founder since January 1, 2006. He has also served as Executive Chairman and Founder of CBS Corporation since January 1, 2006. He was Chairman of the Board of Former Viacom beginning in 1986. Mr. Redstone is being re-nominated to our Board because of his position as our controlling stockholder, role in founding Viacom, including managing it for many years, his extensive experience in and understanding of the media and entertainment industry and his connections in the business community. Mr. Redstone was Chief Executive Officer of Former Viacom from 1996 to 2005. He has been Chairman of the Board of NAI since 1986, its Chief Executive Officer since 1967 and also served as its President from 1967 through 1999. Mr. Redstone served as the first Chairman of the Board of the National Association of Theatre Owners and is currently a member of its Executive Committee. He has been a frequent lecturer at universities, including Harvard Law School, Boston University Law School and Brandeis University. Mr. Redstone graduated from Harvard University in 1944 and received an LL.B. from Harvard University School of Law in 1947. Upon graduation, he served as law secretary with the U.S. Court of Appeals and then as a special assistant to the U.S. Attorney General. Mr. Redstone served in the Military Intelligence Division during World War II. While a student at Harvard, he was selected to join a special intelligence group whose mission was to break Japan’s high-level military and diplomatic codes. Mr. Redstone received, among other honors, two commendations from the Military Intelligence Division in recognition of his service, contribution and devotion to duty, and the Army Commendation Award.

Frederic V. Salerno	Age 66	Independent
Mr. Salerno has been a member of our Board since January 1, 2006, having previously served as a director of Former Viacom since 1994. Mr. Salerno is being re-nominated to our Board because of his independence, his experience as a chief financial officer in large, multinational corporations, his financial expertise and his extensive knowledge of and history with Viacom. Mr. Salerno is a retired Vice Chairman and Chief Financial Officer of Verizon Communications Inc., a position he held from June 2000 to October 2002. Prior to that, Mr. Salerno served as Vice Chairman and Chief Financial Officer of Bell Atlantic (Verizon’s predecessor) from August 1997. Prior to the merger of Bell Atlantic and NYNEX Corporation, Mr. Salerno served as Vice Chairman, Finance and Business Development, of NYNEX from 1994 to 1997. Mr. Salerno was Vice Chairman of the Board of NYNEX and President of the NYNEX Worldwide Services Group from 1991 to 1994. Mr. Salerno has served as a director of Akamai Technologies, Inc. since 2002, IntercontinentalExchange, Inc. since 2002, Popular Inc. since 2003, CBS Corporation since 2007, and National Fuel Gas Company since 2008. Mr. Salerno also served as a director of The Bear Stearns Companies Inc. from 1992 until 2008, of Consolidated Edison Inc. from 2002 until 2007 and of GAMCO Investors, Inc. from 2003 until 2006.

William Schwartz	Age 76	Independent
Mr. Schwartz has been a member of our Board since January 1, 2006, having previously served as a director of Former Viacom since 1987. Mr. Schwartz is being re-nominated to our Board because of his independence, his extensive knowledge of and history with Viacom, his experience in governance matters, his skills as an attorney and advisor and his background in academics. He is counsel to the law firm of Cadwalader, Wickersham & Taft, a position he has held since 1988. Mr. Schwartz served as Vice President for Academic Affairs (the chief academic officer) of Yeshiva University from 1993 to 1998, and has been University Professor of Law at Yeshiva University and the Cardozo School of Law since 1991. Mr. Schwartz was Dean of the Boston University School of Law from 1980 to 1988, and a professor of law at Boston University from 1955 to 1991. Mr. Schwartz is an honorary member of the National College of Probate Judges. Mr. Schwartz formerly served as chairman of UST Corp., and was chairman of the Boston Mayor’s Special Commission on Police Procedures and a member of the Legal Advisory Board of the New York Stock Exchange.

9

In accordance with the Board’s recommendation, the proxy holders will vote the shares of Class A common stock covered by valid and timely received proxies “FOR” the election of each of the 11 director nominees set forth above, unless the stockholder gives instructions to the contrary. If, for any reason, any of the director nominees becomes unavailable for election, the proxy holders may exercise discretion to vote for substitute nominees proposed by the Board. Each of the director nominees has indicated that he or she will be able to serve if elected and has agreed to do so.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors recommends a vote “FOR” the election of each of the director nominees named above.

10

OUR BOARD OF DIRECTORS

Our Board of Directors is comprised of 11 members, 6 of whom are independent under the standards discussed below. The Board has three standing committees: the Audit Committee, the Compensation Committee and the Governance and Nominating Committee, each of which consists solely of independent directors. Our Board met 7 times in 2009, and each of our directors attended at least 75% of the meetings of the Board and Committees on which the director served. In addition to our Board and Committee meetings, all directors are expected to attend the Annual Meeting and all of our directors attended our 2009 Annual Meeting except for Messrs. Kraft and Phillips, who were unable to attend due to other commitments.

Board Structure

Our Board of Directors is comprised of the following members:

· an Executive Chairman,

· a non-executive Vice Chair,

· our President and Chief Executive Officer,

· our Senior Executive Vice President, Chief Administrative Officer and Chief Financial Officer, and

· seven other directors, six of whom are independent.

Mr. Redstone is the controlling stockholder of NAI, which has voting control of Viacom. Mr. Redstone founded Viacom in 1987 and has led our development over the years into the company we are today. The Board of Directors believes it is appropriate for Mr. Redstone to be Chairman of the Board, in an executive capacity, as he continues to actively participate in the development of the strategic direction of our company. The Board also appointed Mr. Redstone’s daughter, Shari Redstone, as non-executive Vice Chair of the Board, to increase her involvement with our company in a non-executive capacity. Ms. Redstone also has a significant ownership interest in NAI.

Mr. Dauman has been a member of Viacom’s Board since 1987, and Mr. Dooley rejoined Viacom’s Board in 2006 after serving on the Board for four years prior to the merger with CBS in 2000. In September 2006, Mr. Dauman was elected President and Chief Executive Officer and Mr. Dooley was elected Senior Executive Vice President and Chief Administrative Officer, and the Board determined that their participation on the Board would be beneficial because of their experience, talent and knowledge of the business.

We do not have a formal lead independent director. Mr. Schwartz, the Chair of our Governance and Nominating Committee, leads executive sessions of non-management and independent directors. He and Mr. Salerno, the Chair of our Compensation Committee, play leading roles with respect to various other matters that are appropriate for consideration by independent directors, such as matters involving related parties or potential conflicts of interest.

In keeping with good corporate governance practices, we maintain a majority of independent directors.

Board Role in Risk Oversight

Our Board receives regular reports from our CEO, CFO and other members of senior management regarding areas of significant risk to us, including operational, strategic, legal and regulatory, financial and reputational risks. Certain risks that are under the purview of a particular Committee are monitored by that Committee, which then reports to the full Board as appropriate. For example, our Internal Audit and Strategic Business Practices group, which identifies and manages a wide range of risks companywide, reports to the Audit Committee and senior management, who in turn report significant developments to the full Board of Directors. In addition, under its Charter, the Audit Committee reviews our risk assessment and risk management processes. For a discussion of the risk assessment of our compensation programs, see “Compensation Discussion and Analysis – Risk Assessment of Compensation Programs.”

11

Director Independence

Our Corporate Governance Guidelines (the “Guidelines”) provide that a majority of our directors must be independent of Viacom, as “independence” is defined in the NYSE listing standards and in the Guidelines.

NYSE Listing Standards

The NYSE listing standards provide five “bright-line” tests to determine independence. If a director fails any of the five tests, the director must be found to be not independent. In addition, the NYSE listing standards provide that a director is not independent unless the Board affirmatively determines that the director has no “material relationship” with Viacom.

Our Corporate Governance Guidelines

Our Guidelines provide categorical standards to assist the Board in determining what constitutes a “material relationship” with Viacom for purposes of the NYSE listing standards. These categorical standards are summarized below and can be found in their entirety in our Guidelines, which are posted in the “Investor Relations/Corporate Governance” section of our website at www.viacom.com.

Under the categorical standards in our Guidelines, the following relationships are generally deemed not to be material:

· the types of relationships identified by the NYSE listing standard’s bright-line tests, if they occurred more than five years ago (the Board will review any such relationship if it occurred more than three but less than five years ago);

· a relationship whereby the director has received, or an immediate family member of the director has received for service as an executive officer, $120,000 or less in direct compensation from us during any twelve-month period within the last three years; and

· a relationship in which the director is an executive officer or employee, or an immediate family member of the director is an executive officer, of the following:

Ø a company that made payments to or received payments from us for property or services in an amount that, in any of the last three fiscal years, is less than 1% of that company’s annual consolidated gross revenues;

Ø a company that is either indebted to us or a creditor of ours in an amount that is less than 1% of that company’s total consolidated assets; and

Ø a tax-exempt organization that received contributions from us in the prior fiscal year in an amount less than the greater of $500,000 or 1% of that organization’s consolidated gross revenues.

For relationships that exceed these thresholds, the determination of whether the relationship is material or not, and therefore whether the director would be independent or not, is made by the directors who are independent. In addition, the Guidelines state that, generally, the types of relationships not addressed by the NYSE listing standards or the categorical standards described in the Guidelines will not, by themselves, cause a director to be considered not independent. The Board may, after considering relevant facts and circumstances, determine that a director is not independent for any reason it deems appropriate.

12

Independence of Our Directors

When considering whether a director is independent, we believe it is important for our Board to have a range of information about the director so that it can make an informed independence determination. Our Governance and Nominating Committee and the full Board review summary information sheets on each director with information about:

· the director’s employment;

· any relationships required to be disclosed as related person transactions in this proxy statement;

· other relationships not required to be disclosed in this proxy statement because they do not meet materiality thresholds;

· any relationship of which we are aware between the director or a director’s family member and Viacom or any other Viacom director or executive officer (for example, overlapping directorships); and

· other public company board and committee memberships and affiliations with not-for-profit organizations.

In addition, as discussed under “Related Person Transactions,” the Governance and Nominating Committee receives reports on all transactions between related persons and us, regardless of whether such transaction is determined to involve a material interest by a related person.

Since our 2009 Annual Meeting, 6 of our 11 directors have been independent: Messrs. Greenberg, Kraft, Phillips, Salerno and Schwartz, and Ms. McGarvie. In April 2010, the Board conducted its annual review of the independence of the director nominees and confirmed that these directors continue to be independent.

With respect to specific companies affiliated with an independent director, the Governance and Nominating Committee and the Board considered the following:

· Mr. Greenberg is non-executive Vice Chairman Emeritus at JPMorgan Chase & Co. (having previously served as Chairman of the Executive Committee of Bear Stearns prior to JPMorgan Chase’s acquisition of Bear Stearns). JPMorgan provides banking and other services to us from time to time, including acting as trustee for our tax-qualified retirement plans and as our broker when we repurchase shares under our stock repurchase program.

Ø JPMorgan also acted as underwriter in a secondary offering of shares of Viacom Class B common stock by NAI in October 2009, for which it received underwriting fees from NAI. Viacom did not sell any shares in the offering, did not receive any of the proceeds from the sale and did not participate in the selection of JPMorgan as underwriter.

· Charles Phillips is a President of Oracle Corporation, with which we have commercial agreements for the licensing or purchase of software and other equipment and related consulting services.

Any financial amounts involved in the transactions described above (in the aggregate) were well below 1% of the other company’s revenues, which is the applicable threshold under our Guidelines below which transactions are presumed not to affect independence. In addition, these transactions were not entered into as a result of Messrs. Greenberg’s or Phillips’ service on our Board. The transactions between Viacom and JPMorgan and Oracle were negotiated on an arm’s length basis. The Board determined that these transactions did not affect the independence of either Mr. Greenberg or Mr. Phillips.

13

Board Committees

Committee Membership

The Board reviews and determines the membership of the committees at least annually, with input from the Governance and Nominating Committee. In 2009, our Committee membership changed. Due to other commitments on his time, Mr. Kraft resigned from our Compensation Committee and Governance and Nominating Committee, effective August 26, 2009. Mr. Salerno, who was already a member of the Compensation Committee, replaced Mr. Kraft as Chair of the Compensation Committee, and Ms. McGarvie joined the Compensation Committee and the Governance and Nominating Committee. Effective January 1, 2010, Ms. McGarvie replaced Mr. Salerno as Chair of the Audit Committee, with Mr. Salerno remaining a member of that committee.

The following discusses the membership of our Board committees in 2009, including the number of meetings held in 2009, and in 2010, as well as information about the committees, their respective roles and responsibilities and their charters. Each of our committees has a written charter, which is posted in the “Investor Relations/Corporate Governance” section of our website at www.viacom.com.

Name	Audit Committee		Compensation Committee		Governance and Nominating Committee
	2009	2010	2009	2010	2009	2010
Robert K. Kraft			Chair/Member (until 8/09)		Member (until 8/09)
Blythe J. McGarvie	Member	Chair	Member (from 8/09)	Member	Member (from 8/09)	Member
Charles E. Phillips, Jr.	Member	Member
Frederic V. Salerno	Chair	Member	Member; Chair (from 8/09)	Chair	Member	Member
William Schwartz			Member	Member	Chair	Chair
2009 Meetings	7		11		5

Audit Committee

Under its Charter, the Audit Committee is responsible for the following, among other things:

· the appointment, compensation, retention, termination and oversight of our independent auditor, including reviewing with the independent auditor the scope of the audit plan and audit fees;

· reviewing our financial statements and related SEC filings and financial disclosures;

· overseeing our compliance with the requirements of Section 404 of the Sarbanes-Oxley Act with respect to internal control over financial reporting;

· reviewing our risk assessment and risk management processes;

· oversight of our internal audit function; and

· oversight of our compliance with legal and regulatory requirements.

For additional information on the Committee’s role and its oversight of the independent auditor during 2009, see “Report of the Audit Committee.”

The Audit Committee Charter also provides that:

· the Committee will be comprised of at least three independent directors, each of whom also meets the separate standards for Audit Committee independence set forth in the NYSE listing standards;

· all Committee members must be financially literate and the Committee must have at least one “audit committee financial expert”;

14

· the Committee will hold at least six regular meetings each year;

· the Committee will meet separately with the independent auditor at least four times each year;

· the Committee will meet regularly in executive session with members of our senior management team; and

· the Committee is empowered to hire outside advisors as it deems appropriate.

Audit Committee Financial Experts

The Board of Directors has determined that all of the members of the Audit Committee are “financially literate,” as that term is interpreted by the Board in its business judgment. In addition, the Board has determined that all three members, Ms. McGarvie (Chair, effective January 1, 2010), Mr. Phillips and Mr. Salerno (Chair throughout 2009), are independent directors and qualify as “audit committee financial experts,” as that term is defined in the regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

Service on the Audit Committees of Other Public Companies

We do not restrict the number of other audit committees on which members of our Audit Committee may serve; however, in recommending director candidates to the Board and directors to serve on committees of the Board, the Governance and Nominating Committee considers the other demands on each director’s time, including those arising from such service. Mr. Salerno, who was the Chair of the Audit Committee until January 1, 2010 and remains a member of that committee, currently serves on the audit committees of more than three public companies. The Board has determined that Mr. Salerno’s service on the audit committees of these other companies does not impair his ability to effectively serve on our Audit Committee or as Chair of our committee. This determination is based on his experience as the former chief financial officer of a major public company, experience as the Chair of our Audit Committee and as a member of the audit committees of other major corporations, and the fact that he is retired from full-time employment and therefore able to devote sufficient attention to his responsibilities to our Audit Committee.

Compensation Committee

Under its Charter, the Compensation Committee is responsible for the following, among other things:

· establishing and regularly reviewing our general compensation philosophy, strategy, principles and policies, including conducting periodic risk assessments of our compensation programs;

· reviewing and approving the total compensation packages for our Executive Chairman and Founder, our President and Chief Executive Officer, our other executive officers, the divisional executives who report to the CEO, and certain other executives;

· reviewing and making recommendations to the Board on compensation plans and overseeing the administration of those plans;

· determining the appropriate design for awards made under our annual cash bonus and equity compensation plans and setting related performance targets;

· approving all equity awards we grant; and

· evaluating the performance of our Executive Chairman and Founder and our President and Chief Executive Officer, and other executives as appropriate, including in the context of succession planning.

For additional information on the Committee’s role, its processes for the consideration and determination of executive compensation and its use of outside advisors, see “Compensation Discussion and Analysis.”

The Compensation Committee Charter also provides that:

· the Committee will be comprised of at least three independent directors, each of whom must also be an “outside director” as defined by Section 162(m) of the Internal Revenue Code of 1986, as amended;

15

· the Committee will hold at least four regular meetings each year;

· the Committee will meet regularly in executive session, including with its independent outside advisors; and

· the Committee is empowered to hire outside advisors as it deems appropriate.

Compensation Committee’s Relationship with its Independent Compensation Consultant

The Committee’s independent compensation consultant in 2009 was Towers Perrin. Towers Perrin is engaged by, and reports directly to, the Committee, which has the sole authority to hire or fire Towers Perrin and to approve fee arrangements for work performed. Towers Perrin assists the Committee in fulfilling its responsibilities under its Charter, including advising on proposed compensation packages for top executives, compensation program design and market practices generally. The Committee has authorized Towers Perrin to interact with management on behalf of the Committee, as needed in connection with advising the Committee, and Towers Perrin is included in discussions with management and the Committee’s outside legal counsel on matters being brought to the Committee for consideration.

It is the Committee’s policy that the Chair of the Committee or the full Committee pre-approve all additional services provided by Towers Perrin to us. In 2009, the fees Towers Perrin received in connection with non-executive compensation consulting services were less than $10,000. These fees were approved in advance by the Chair of the Committee. In early 2010, Towers Perrin merged with Watson Wyatt, another human resources consulting firm that has provided services to us, and is now called Towers Watson. Effective February 1, 2010, the Committee retained Pay Governance LLC, a firm founded by the consultant who formerly served the Committee when he was employed by Towers Perrin. Pay Governance LLC will not provide any services to Viacom without prior Committee approval. The Committee may continue to have access to data from Towers Watson but the firm no longer serves as the independent compensation consultant to the Committee.

Governance and Nominating Committee

Under its Charter, the Governance and Nominating Committee is responsible for the following, among other things:

· identifying and recommending to the Board potential director candidates and reviewing the composition of the Board as part of this process;

· overseeing all aspects of our corporate governance initiatives, including regular assessments of our principal governance documents;

· establishing policy on and overseeing our entry into related person transactions;

· establishing criteria for the annual self-assessments of the Board and its Committees;

· reviewing and making recommendations to the Board on director compensation matters; and

· monitoring developments in the law and practice of corporate governance.

The Governance and Nominating Committee Charter also provides that:

· the Committee will be comprised of at least three independent directors, which the Board believes should include a Chair with experience in governance matters plus the Chairs of the Audit and Compensation Committees in accordance with good governance practice;

· the Committee will hold at least three regular meetings each year;

· the Committee will meet regularly in executive session; and

· the Committee is empowered to hire outside advisors as it deems appropriate.

The Governance and Nominating Committee uses the Compensation Committee’s independent compensation consultant for advice on director compensation. For additional information on the Committee’s oversight of director compensation and related person transactions, see the sections “Director Compensation” and “Related Person Transactions.”

16

Executive Sessions of the Board

Mr. Schwartz, the Chair of the Governance and Nominating Committee, leads the executive sessions of non-management and independent directors.

Director Nomination Process and Consideration of Diversity

Our Guidelines and the Governance and Nominating Committee Charter set forth certain criteria for director qualifications and Board composition. These criteria include an expectation that directors have substantial accomplishments in their professional backgrounds, are able to make independent, analytical inquiries, and exhibit practical wisdom and mature judgment. The Governance and Nominating Committee seeks to achieve a Board that represents a diverse mix of skills, perspectives, talents, backgrounds and education that will enhance our decision-making process, oversee management’s execution of strategic objectives, and represent the interests of all of our stockholders. Director candidates should meet our standards for independence, be free of potential conflicts of interest, possess the highest personal and professional ethics, integrity and values, be committed to promoting the long-term interests of our stockholders and be able and willing to devote the necessary time to carrying out their duties and responsibilities as members of the Board. These criteria are described more fully in our Guidelines and the Governance and Nominating Committee Charter. The Governance and Nominating Committee considers these criteria, including diversity, in connection with its annual review of the composition, qualifications and independence of our Board.

For additional discussion of the process undertaken by the Committee in determining the director nominees, see “Item 1—Election of Directors” and “Our Board of Directors—Director Independence.”

Stockholder Recommendations for Director Candidates

The Committee will consider potential director candidates recommended by our stockholders. When making a recommendation, stockholders should consider our criteria for director qualifications and Board composition set forth above and in our Guidelines and the Governance and Nominating Committee Charter. Director candidates recommended by stockholders who meet these qualifications will be considered by the Chair of the Committee, who will present the information on the candidate to the entire Committee. All director candidates recommended by stockholders will be considered by the Committee in the same manner as any other candidate.

All recommendations by stockholders for potential director candidates must include written materials on the potential candidate’s qualifications and be sent to Michael D. Fricklas, Secretary, Viacom Inc., 1515 Broadway, New York, NY 10036-5794.

Communications with Directors

Stockholders and other interested parties who would like to contact our non-management directors may send an email to: nonmanagementdirectors@viacom.com or write to Non-Management Directors, Viacom Inc., 1515 Broadway, 52^nd Floor, New York, NY 10036-5794. The non-management directors’ contact information is also available on our website at www.viacom.com. The non-management directors have approved the process for handling communications received in this manner.

Stockholders should also use the email and mailing address for the non-management directors to send communications to the Board. The process for handling stockholder communications to the Board received in this manner has been approved by the independent directors of the Board. Correspondence relating to accounting or auditing matters will be handled in accordance with procedures established by the Audit Committee for such matters.

17

CORPORATE GOVERNANCE

Our corporate governance practices are established, monitored and regularly assessed by our Board of Directors with assistance from the Governance and Nominating Committee. The Board considers current and proposed legal requirements and governance best practices in connection with its decisions on our governance practices, including ensuring that a majority of our Board is independent and that all of our Board committees are comprised solely of independent directors.

Our principal governance documents are our Corporate Governance Guidelines, Board Committee Charters, Global Business Practices Statement and Supplemental Code of Ethics for Senior Financial Officers. These documents are available in the “Investor Relations/Corporate Governance” section of our website at www.viacom.com, and copies of these documents may be requested by writing to Investor Relations, Viacom Inc., 1515 Broadway, New York, NY 10036-5794.

Certain aspects of our governance documents are summarized below. We encourage our stockholders to read our governance documents, as we believe they illustrate our commitment to good governance practices and ethical business conduct.

Corporate Governance Guidelines

Our Corporate Governance Guidelines establish our corporate governance principles and practices on a variety of topics, including the responsibilities, composition and functioning of the Board. The Governance and Nominating Committee assesses the Guidelines annually and makes recommendations to the Board on any changes to implement. Our Guidelines address, among other things:

· director qualifications, including our director independence standards;

· the requirement to hold separate executive sessions of the non-management directors and of the independent directors a minimum number of times each year;

· how stockholders and interested parties may communicate with the non-management directors;

· stock ownership guidelines for directors and the Board’s policies for setting director compensation;

· director orientation and continuing education;

· policies regarding director access to management, employees and independent advisors;

· the role of the non-management directors in executive succession planning; and

· the annual self-assessment of the Board to evaluate its effectiveness.

Board Committee Charters

As discussed in more detail in the descriptions of our Board committees under “Our Board of Directors—Board Committees,” each of our Board committees operates under a written charter adopted by the Board. The charters set forth the purpose, objectives and responsibilities of the respective committee and discuss matters such as committee membership requirements, number of meetings and the setting of meeting agendas. The charters are assessed annually by the Governance and Nominating Committee and the respective committee and are updated by the Board as needed.

Viacom Global Business Practices Statement

Our Global Business Practices Statement (the “GBPS”) discusses our standards for ethical conduct that are expected of all directors and employees of Viacom and its subsidiaries. The GBPS has been distributed to our directors and employees worldwide. As part of our compliance and ethics programs, directors and employees receive regular training on the contents of the GBPS and, where permitted, are required to certify as to

18

compliance with it. They are also required to disclose any conflicts or potential conflicts of interest on an ongoing basis and appropriately report on suspected violations of the GBPS. The GBPS addresses, among other things, topics such as:

· Compliance with laws, rules and regulations;

· Conflicts of interest, including the disclosure of actual or potential conflicts;

· Confidentiality, insider information, and fair disclosure;

· Financial accounting and improper payments;

· Our commitment to being an equal opportunity employer and to providing a workplace environment free of harassment and improper bias;

· Fair dealing and relations with competitors, customers and suppliers;

· Privacy and data security, including protection and proper use of Company assets, electronic systems and communications;

· Anti-corruption laws such as the Foreign Corrupt Practices Act;

· Export control and anti-boycott laws;

· Health, safety and the environment; and

· Political contributions and payments.

The GBPS also identifies numerous avenues for employees to report violations of the GBPS, matters of alleged financial impropriety, or any other matters of concern, anonymously or with attribution, to the appropriate officers of Viacom and/or the Audit Committee. These avenues include telephone hotlines (in the United States and for numerous international locations), email contacts, and reporting through various internal websites at Viacom and its business divisions. The GBPS makes clear that retaliation against an employee who makes a report in good faith will not be tolerated.

Our Senior Vice President and Deputy Head, Internal Audit and Strategic Business Practices, has day-to-day responsibility for our compliance and ethics programs. He reports to the Audit Committee and, as to compliance matters, to the General Counsel. These individuals, together with senior executives of various disciplines from Viacom and its business divisions, regularly review and update the GBPS policies, and generate more detailed policies and training for those officers and employees engaged in activities that warrant additional focus, such as conducting business internationally. We also require that our suppliers comply with pertinent elements of our business conduct policies.

Waivers of the GBPS for our executive officers and directors will be disclosed on our website at www.viacom.com or by Form 8-K filed with the SEC.

Supplemental Code of Ethics for Senior Financial Officers

The Supplemental Code of Ethics for Senior Financial Officers is applicable to our Executive Chairman and Founder, President and Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. The Supplemental Code of Ethics addresses matters specific to those senior financial positions at Viacom, including responsibility for the disclosures made in our filings with the SEC, reporting obligations with respect to certain matters and a general obligation to promote honest and ethical conduct within Viacom. As with all employees, the Senior Financial Officers are also required to comply with the GBPS.

Amendments to or waivers of the Supplemental Code of Ethics for these officers will be disclosed on our website at www.viacom.com or by Form 8-K filed with the SEC.

19

DIRECTOR COMPENSATION

Directors who are not employees of Viacom or any of its subsidiaries (the “Outside Directors”) are entitled to receive compensation for their service on the Board and are eligible to participate in certain director plans, as discussed below. Messrs. Abrams, Greenberg, Kraft, Phillips, Salerno and Schwartz, Ms. McGarvie and Ms. Redstone are Outside Directors.

Our director compensation programs are overseen by our Governance and Nominating Committee, which makes recommendations annually to the Board on the appropriate amount and structure of director compensation in light of then current competitive practice and other factors. The Governance and Nominating Committee receives advice from Towers Watson, the Compensation Committee’s independent compensation consultant, on director compensation matters.

Elements of Outside Director Compensation in 2009 and Through June 9, 2010

Cash Compensation

We paid in 2009, and will pay through June 9, 2010, cash compensation to our Outside Directors as follows:

· an annual Board retainer of $60,000, payable in equal installments quarterly in advance, plus a per meeting attendance fee of $2,000, except for our Vice Chair, who receives an annual retainer of $200,000 and a per meeting attendance fee of $4,000;

· the Chairs of the Audit and Compensation Committees each receive an annual retainer of $20,000, payable in equal installments quarterly in advance, and the members of those committees receive a per meeting attendance fee of $2,000; and

· the Chair of the Governance and Nominating Committee receives an annual retainer of $15,000, payable in equal installments quarterly in advance, and the members of that committee receive a per meeting attendance fee of $1,500.

Outside Directors may elect to defer their cash compensation under the Viacom Inc. Deferred Compensation Plan for Outside Directors discussed below.

Equity Compensation

Stock Options

Under the Viacom Inc. 2006 Stock Option Plan for Outside Directors, Outside Directors automatically receive the following:

· an initial grant of options to purchase 7,928 shares of Class B common stock on the date the director first joins the Board or becomes an Outside Director, which vest one year from the date of grant; and

· an annual grant of options to purchase 3,171 shares of Class B common stock on January 31 of each year, which vest in three equal annual installments on the anniversaries of the date of grant.

The exercise price of the stock options is the closing price of our Class B common stock on the NYSE on the date of grant.

Restricted Share Units

Under the Viacom Inc. 2006 RSU Plan for Outside Directors, Outside Directors receive an annual grant of restricted share units (“RSUs”) on January 31 of each year equal to $55,000 in value based on the closing price of our Class B common stock on the NYSE on the date of grant. The RSUs vest one year from the date of grant. RSUs are payable in shares of Class B common stock upon vesting unless the Outside Director elects to defer settlement of the RSUs to a future date.

See “2009 Director Compensation” below for detail on the compensation our Outside Directors received in 2009.

20

Deferred Compensation Plan

Under the Viacom Inc. Deferred Compensation Plan for Outside Directors, Outside Directors may elect to defer their Board and Committee retainers and meeting fees for the upcoming calendar year. Deferred amounts are credited during a calendar quarter to an interest-bearing income account or a stock unit account in accordance with the director’s prior election. Amounts credited to an income account bear interest at the prime rate in effect at the beginning of each calendar quarter. Amounts credited to a stock unit account are deemed invested in a number of phantom stock units equal to the number of shares of Class A common stock and Class B common stock that the deferred amounts, if invested as equally as possible in the Class A and Class B common stock, would have purchased based on their respective closing market prices on the first day of the next calendar quarter. Amounts credited to a stock unit account bear interest at the prime rate in effect at the beginning of the relevant calendar quarter until they are converted to phantom stock units.

Upon a director’s retirement from the Board, the amounts deferred under the Deferred Compensation Plan for Outside Directors are paid in cash in a lump sum or in three or five annual installments, based on the director’s prior election, with the lump sum or initial annual installment becoming payable on the later of six months after the director leaves the Board or on January 15 of the following year. The value of a stock unit account is determined by reference to the average of the closing market prices of Class A common stock and Class B common stock on the NYSE on each trading date during the four-week period ending five business days prior to the payment date. Amounts credited to the interest account and paid in installments accrue interest until the final installment is paid.

For more information on the phantom stock units held by certain of our directors as of February 28, 2010, see footnote (1) to the “Security Ownership of Certain Beneficial Owners and Management” table.

2009 Director Compensation

The following table presents information on compensation in 2009 for services as an Outside Director. Mr. Dauman was not an Outside Director during 2009.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Option Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(2)	All Other Compensation ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
George S. Abrams(3)	$  72,000	$54,988	$25,400	–	$      63	$120,000(3)	$272,451
Philippe P. Dauman(4)	–	–	–	–	$ 6,578	–	$    6,578
Alan C. Greenberg(5)	$  72,000	$54,988	$25,400	–	–	–	$152,388
Robert K. Kraft(6)	$103,500	$54,988	$25,400	–	$    169	–	$184,057
Blythe J. McGarvie(7)	$  97,000	$54,988	$25,400	–	–	–	$177,388
Charles E. Phillips, Jr.(8)	$  86,000	$54,988	$25,400	–	$    161	–	$166,549
Shari Redstone(9) Vice Chair	$224,000	$54,988	$25,400	–	$    131	–	$304,519
Frederic V. Salerno(10)	$144,457	$54,988	$25,400	–	$    364	–	$225,209
William Schwartz(11)	$118,500	$54,988	$25,400	–	$    293	–	$199,181

(1) Reflects the grant date fair value of the awards calculated in accordance with FASB ASC Topic 718 – Stock Compensation. Grant date fair value assumptions are consistent with those disclosed in the Stock Based Compensation Note to our Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2009.

(2) Interest accrues on the amounts deferred under our Deferred Compensation Plan for Outside Directors at the prime rate in effect at Citibank N.A. at the beginning of each calendar quarter. The prime rate generally represents an interest rate that is more than 120% of the applicable Federal Reserve Board’s long-term interest rate and therefore is deemed to be preferential for purposes of this table. Accordingly, we have indicated above the difference in the amount of interest accrued for each director in 2009 compared to the interest that would have been accrued at the applicable Federal Reserve Board’s long-term interest rate.

21

(3) Mr. Abrams did not defer receipt of his cash director fees in 2009. As of December 31, 2009, Mr. Abrams held a total of 28,538 stock options for shares of Class B common stock and 3,728 RSUs for shares of Class B common stock. The amount under “All Other Compensation” reflects amounts paid in connection with Mr. Abrams’ consulting agreement discussed under “Related Person Transactions.”

(4) Mr. Dauman was compensated as an Outside Director prior to becoming our President and Chief Executive Officer on September 5, 2006. The amount presented in this table relates to compensation previously deferred by Mr. Dauman when he was an Outside Director.

(5) Mr. Greenberg did not defer receipt of his cash director fees in 2009. As of December 31, 2009, Mr. Greenberg held a total of 26,954 stock options for shares of Class B common stock and 3,728 RSUs for shares of Class B common stock.

(6) Mr. Kraft deferred receipt of his cash director fees in 2009. As of December 31, 2009, Mr. Kraft held a total of 20,612 stock options for shares of Class B common stock and 3,728 RSUs for shares of Class B common stock.

(7) Ms. McGarvie did not defer receipt of her cash director fees in 2009. As of December 31, 2009, Ms. McGarvie held a total of 14,270 stock options for shares of Class B common stock and 3,728 RSUs for shares of Class B common stock.

(8) Mr. Phillips deferred receipt of his cash director fees in 2009. As of December 31, 2009, Mr. Phillips held a total of 23,783 stock options for shares of Class B common stock and 4,976 RSUs (including deferred RSUs) for shares of Class B common stock.

(9) Ms. Redstone deferred receipt of her cash director fees in 2009. As of December 31, 2009, Ms. Redstone held a total of 17,570 stock options for shares of Class B common stock and 7,826 RSUs (including deferred RSUs) for shares of Class B common stock.

(10) Mr. Salerno deferred receipt of his cash director fees in 2009. As of December 31, 2009, Mr. Salerno held a total of 28,538 stock options for shares of Class B common stock and 9,074 RSUs (including deferred RSUs) for shares of Class B common stock.

(11) Mr. Schwartz deferred receipt of his cash director fees in 2009. As of December 31, 2009, Mr. Schwartz held a total of 28,538 stock options for shares of Class B common stock and 9,074 RSUs (including deferred RSUs) for shares of Class B common stock.

2010 Grants of Equity Securities

On January 31, 2010, all Outside Directors received the annual grant of stock options to purchase 3,171 shares of Class B common stock and 1,887 RSUs.

Changes to Director Compensation Programs in 2010

In 2010, the Governance and Nominating Committee reviewed a report on director compensation prepared by Towers Watson. The report concluded that our director compensation levels had become significantly lower than market practice over time, especially since the last increase to director compensation was made in 2005. As a result, in April 2010, the Board made the following changes to our director compensation programs, to be effective June 10, 2010:

· eliminated Board per meeting fees in favor of an increased annual Board retainer from $60,000 to $75,000;

· eliminated a fixed number of stock options per year, and established annual equity compensation valued at $140,000, which will be paid 50% in stock options and 50% in RSUs;

· eliminated the one-time initial grant of stock options upon joining the Board; and

· determined not to change the Committee Chair annual retainers and Committee per meeting attendance fees, or to change the annual retainer for our Vice Chair.

The director equity plans presented in this proxy statement as Items 4 and 5 for stockholder approval reflect these changes to the equity components of our director compensation programs.

Director Perquisites

We generally do not provide perquisites to our directors. Occasionally, a director’s spouse may accompany him or her to Viacom events at our request. For example, spouses are invited to some of the Board dinners we hold during the year in connection with Board meetings. This policy involves a de minimis or no incremental cost to us, and we believe it serves a legitimate business purpose.

22

Director Attendance at Certain Viacom Events

We believe it is in our best interest for directors to participate in certain events throughout the year, and the Board has established a policy under which directors are allocated tickets without charge to attend specific events that have been designated as having a business purpose. Travel expenses to such events are reimbursed by us in accordance with our normal travel policies. The Governance and Nominating Committee is responsible for oversight of this policy.

23

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below presents as of February 28, 2010, unless otherwise indicated, information concerning the beneficial ownership of our Class A and Class B common stock by (i) each director and director nominee, (ii) each named executive officer (“NEO”) and (iii) our directors, NEOs and executive officers as a group. “Option Shares” reflects stock options to purchase shares which were unexercised but exercisable, either currently or within a period of 60 days from February 28, 2010, and are excluded from the column “Number of Equity Shares.” Each person has sole voting and investment power over the shares reported, except as noted. The table also includes information concerning the beneficial ownership by each person, or group of affiliated persons, who is known by us to beneficially own 5% or more of our Class A common stock.

As of February 28, 2010, there were 52,342,980 shares of our Class A common stock outstanding and 555,026,673 shares of our Class B common stock outstanding.

	Beneficial Ownership of Equity Securities
Name	Title of Equity Security	Number of   Equity Shares		Option Shares	Percentage of Class
George S. Abrams	Class A common stock Class B common stock	– 24,552	(1)  (1)(2)	–         25,367	*          *
Philippe P. Dauman	Class A common stock Class B common stock	– 318,801	(3)(4)	–   2,011,210	*          *
Thomas E. Dooley	Class A common stock Class B common stock	1,720 265,792	(4)	–   1,605,807	*          *
Michael D. Fricklas	Class A common stock Class B common stock	23 11,914	(3)(4)  (3)(4)	–      746,405	*          *
Alan C. Greenberg	Class A common stock Class B common stock	– 34,074		–         22,726	*          *
Robert K. Kraft	Class A common stock Class B common stock	– 58,626	(1)  (1)(2)	–         17,441	*          *
Blythe J. McGarvie	Class A common stock Class B common stock	– 5,149	(1)  (1)	–         11,099	*          *
Charles E. Phillips, Jr.	Class A common stock Class B common stock	– 9,074	(1)(5)  (1)	–         20,612	*          *
Shari Redstone	Class A common stock Class B common stock	– 9,326	(1)  (1)(2)(5)(6)	–         14,399	*          *
Sumner M. Redstone(7)	Class A common stock Class B common stock	41,806,422 385,150	(8)  (3)(9)	–   3,217,440	79.9%          *
Frederic V. Salerno	Class A common stock Class B common stock	– 24,074	(1)  (1)(5)	–         25,367	*          *
William Schwartz	Class A common stock Class B common stock	– 13,574	(1)  (1)(5)	–         25,367	*          *
Denise White	Class A common stock Class B common stock	– 13,395	(4)	–           8,217	*          *
NAIRI/National Amusements, Inc.(10)	Class A common stock Class B common stock	41,806,382 –		–                 –	79.9%          *
Directors, NEOs and executive officers as a group, other than Sumner M. Redstone (15 persons)	Class A common stock Class B common stock	1,743 798,924	(4)  (4)	–   4,710,999	*          *
Mario J. Gabelli(11) Gabelli Asset Management Inc.	Class A common stock	5,767,422		–	11%

* Represents less than 1% of the outstanding common stock of the class.

24

(1) The table above does not reflect the following Class A phantom stock units and Class B phantom stock units credited to the respective director under the Deferred Compensation Plan for Outside Directors:

Abrams:	10,750 Class A and 10,952 Class B.
Kraft:	7,310 Class A and 7,481 Class B.
McGarvie:	681 Class A and 681 Class B.
Phillips:	2,798 Class A and 2,918 Class B.
Shari Redstone:	12,579 Class A and 12,936 Class B.
Salerno:	18,757 Class A and 19,027 Class B.
Schwartz:	19,871 Class A and 20,225 Class B.

(2) Includes for Mr. Abrams, 100 Class B shares held indirectly as trustee of a trust; for Mr. Kraft, 50,800 Class B shares held by KPC US Equity LLC, an entity controlled by Mr. Kraft; and for Shari Redstone, 1,500 Class B shares held in trusts for the benefit of her children for which she is co-trustee.

(3) The table above does not reflect the following Class A phantom stock units and Class B phantom stock units credited to the respective executive officer under the Excess 401(k) Plan for Designated Senior Executives:

Dauman:	1,746 Class B.
Fricklas:	13 Class A and 3,668 Class B.
Redstone:	197 Class B.

(4) Includes shares held in our 401(k) plan.

(5) Includes for Mr. Phillips, 4,976 RSUs, for Shari Redstone, 7,826 RSUs, for Mr. Salerno, 9,074 RSUs, and for Mr. Schwartz, 9,074 RSUs, the settlement of which the directors elected to defer.

(6) Ms. Redstone is a stockholder of NAI and has a significant indirect beneficial interest in the Viacom shares owned by NAI.

(7) The address for Mr. Redstone is c/o Viacom Inc., 1515 Broadway, New York, New York 10036-5794.

(8) Except for 40 shares owned directly by Mr. Redstone, all shares of Class A common stock are owned beneficially by NAIRI, a wholly-owned subsidiary of NAI. Mr. Redstone is the beneficial owner of the controlling interest in NAI and, accordingly, beneficially owns all such shares. Based on information received from NAI, all of the Viacom shares owned by NAIRI have been pledged to NAI’s lenders as part of a restructuring of NAI’s indebtedness.

(9) Reflects gifts of an aggregate of 55,310 shares of Class B common stock made by Mr. Redstone as of February 28, 2010, which have not yet been reported on a beneficial ownership report.

(10) The address for NAI and NAIRI is 846 University Avenue, Norwood, Massachusetts 02062.

(11) According to Amendment No. 4 to a Schedule 13D filed on November 6, 2009 with the SEC by GAMCO Investors, Inc. and related entities. The address for Mario J. Gabelli and GAMCO Investors,  Inc. is One Corporate Center, Rye, New York 10580.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC and NYSE. Executive officers, directors and greater than 10% beneficial owners are required by the Exchange Act to furnish us with copies of all Section 16(a) forms they file. As an administrative matter, we assist our executive officers and directors by monitoring transactions and filing Section 16 reports on their behalf. Based on our records, compliance program, and review of written representations, we believe that during 2009 our executive officers, directors and greater than 10% beneficial owners complied with all applicable Section 16(a) filing requirements.

25

RELATED PERSON TRANSACTIONS

NAI, through NAIRI, Inc., is the controlling stockholder of both Viacom and CBS Corporation. Mr. Redstone, the controlling stockholder, Chairman and Chief Executive Officer of NAI, serves as our Executive Chairman and Founder and the Executive Chairman and Founder of CBS Corporation. Ms. Redstone, the President and a director of NAI, serves as non-executive Vice Chair of the Board of Directors of both Viacom and CBS Corporation. Mr. Dauman and Mr. Abrams are directors of NAI, and Mr. Salerno is also a director of CBS Corporation. We consider these entities, as well as our directors and executive officers and certain of their family members, to be “related persons”.

Policy on Oversight of Related Person Transactions

Since January 1, 2007, the Governance and Nominating Committee has maintained a written policy on its review, approval and ratification of transactions with related persons. The policy generally groups these transactions into three categories: (1) transactions requiring the specific pre-approval of the Committee, (2) transactions that the Chair of the Committee is authorized to pre-approve and (3) certain ordinary course transactions below established financial thresholds that are deemed pre-approved by the Committee.

Generally, the Committee deems pre-approved any transaction or series of transactions between Viacom and an entity for which a related person is an executive or employee (except NAI and CBS Corporation) that is entered into in the ordinary course of business and where the aggregate amount of all such transactions on an annual basis is less than 1% of the annual consolidated gross revenues of the other entity.

Ordinary course transactions with NAI, CBS Corporation or any of their respective subsidiaries where the amount exceeds $10 million or $25 million, respectively, require pre-approval of the Committee.

Regardless of whether a transaction is deemed pre-approved, all transactions with related persons, including NAI, CBS and their respective subsidiaries, in any amount are required to be reported to the Committee. The Committee reviews and discusses with management the determination on whether a transaction with a related person involves a direct or indirect material interest.

Related Person Transactions in 2009

Transactions with National Amusements, Inc.

NAI licenses films in the ordinary course of business for its motion picture theaters from all major studios, including Paramount. Payments made to us in connection with these licenses for 2009 amounted to approximately $35 million and are continuing in 2010 as a result of this ongoing relationship. NAI also licenses films from a number of unaffiliated companies, and Paramount expects to continue to license films to NAI on similar terms in the future. In addition, NAI and Paramount have co-op advertising arrangements pursuant to which Paramount paid NAI approximately $251,000 in 2009. These arrangements are continuing in 2010. Our businesses also occasionally engage in other ordinary course transactions with NAI (e.g., movie ticket purchases and various promotional activities) from time to time, none of which we believe have been or are expected to be material, either individually or in the aggregate. We believe that the terms of these transactions between NAI and Paramount and our other businesses were no more or less favorable to Paramount or our other businesses than transactions between unaffiliated companies and NAI.

In October 2009, we filed a registration statement with the SEC registering NAI’s underwritten public offering of shares of Viacom Class B common stock. In connection with the offering, we entered into an underwriting agreement with NAI and with the underwriters in the offering. We also entered into a cost and indemnification agreement with NAI under which NAI reimbursed us for our expenses related to the offering and indemnified us for certain liabilities in connection with the offering. We did not sell any shares in the offering, did not receive any of the proceeds from the sale and did not participate in the selection of the underwriters.

26

Transactions with CBS Corporation

In the ordinary course of business, we are involved in transactions with CBS Corporation and its various businesses (“CBS”) that result in the recognition of revenues and expenses by us. Transactions with CBS, through the normal course of business, are settled in cash.

Paramount distributes certain television products into the home entertainment market on behalf of CBS. Effective January 1, 2008, we entered into a new distribution agreement with CBS under which we record revenue and expenses in our financial statements on a gross basis. Under the terms of the agreement, Paramount is entitled to retain a fee based on a percentage of gross receipts and is generally responsible for all out-of-pocket costs which are recoupable, together with an annual $100 million advance due to CBS, prior to any participation payments to CBS. Paramount also leases studio space to CBS.

Additionally, our Media Networks businesses recognize advertising revenues from CBS and purchase television programming from CBS. Both of our segments also place advertisements with CBS.

The following table summarizes the transactions with CBS, which can also be found in our consolidated financial statements for the year ended December 31, 2009 contained in our 2009 Annual Report on Form 10-K.

(in millions)	For the year ended December 31, 2009
Consolidated Statements of Earnings
Revenues	$                      406
Operating expenses	504
Discontinued operations	-
Consolidated Balance Sheets
Accounts receivable	$                        25
Other assets	1
Total due from CBS	$                        26
Accounts payable	$                          3
Participants’ share, residuals and royalties payable	178
Programming rights, current	132
Programming rights, noncurrent	185
Other liabilities	13
Total due to CBS	$                      511

Other Related Party Transactions

Mr. Abrams entered into an agreement with Former Viacom in 1994 under which he provides us with legal and governmental consulting services for an annual fee of $120,000.

Compensation Committee Interlocks and Insider Participation

Messrs. Kraft, Salerno and Schwartz and Ms. McGarvie served on our Compensation Committee during 2009. None of them has ever been an officer or employee of ours or any of our subsidiaries. During 2009, no Viacom executive officer served as a director or member of the compensation committee of any other registrant of which an executive officer served on our Board of Directors or Compensation Committee.

27

Involvement in Certain Legal Proceedings

James W. Barge has been our Executive Vice President, Tax and Treasury since January 22, 2008 and assumed the additional role of Controller on March 10, 2008. Prior to joining Viacom, he was the Senior Vice President, Controller and Chief Accounting Officer of Time Warner Inc. In 2005, Time Warner entered into a settlement with the SEC relating to an SEC investigation of certain of its accounting and financial disclosure practices. In connection with this settlement, Mr. Barge, together with certain other individuals, agreed, without admitting or denying the SEC’s allegations, to the entry of an administrative order that he cease and desist from causing violations or future violations of certain reporting provisions of the securities laws. Mr. Barge is not subject to any suspension, bar or penalty. Our management team, Audit Committee and Compensation Committee considered this event in connection with the decision to hire Mr. Barge and determined that, in light of the circumstances underlying the investigation, the administrative order was not an impediment to his hiring.

28

COMPENSATION COMMITTEE REPORT

The following Compensation Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any filing under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent Viacom specifically incorporates such information by reference.

The Compensation Committee has reviewed and discussed with management the following Compensation Discussion and Analysis section of this proxy statement. Based on its review and discussions with management, the Compensation Committee recommended to the Viacom Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Members of the Compensation Committee

Robert K. Kraft, Chair (through August 26, 2009)

Blythe J. McGarvie (beginning August 26, 2009)

Frederic V. Salerno (Chair beginning August 26, 2009)

William Schwartz

29

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Overview

The goal of our compensation programs is to make sure that we have the talented executives and employees we need to achieve our best possible results, and that we motivate them to position us for long-term success and increase stockholder value. To do that, we need to attract and retain great managers and employees, and compensate them in a way that encourages and rewards their performance. Our compensation programs include salaries, a cash bonus plan that rewards annual performance, and a long-term equity plan that links the value the executive receives to the value of our company as measured by our stock price. Our compensation packages are highly performance-based, with over 85% of compensation for our most senior executives performance-based and/or equity-linked. Awards are balanced between short-term and long-term compensation to incent our executives to achieve superior operating and financial results every year while achieving long-term strategic objectives to drive stockholder value.

We are committed to providing competitive compensation packages to ensure that we attract and retain executives who will achieve these goals. We compete for talented executives in a highly-compensated industry based largely in the New York and Los Angeles markets. The Committee reviews information about past and evolving practices of our media and entertainment industry peer companies and other comparable public companies, but it does not specifically benchmark compensation to a particular level.

2009 Performance

2009 represented one of the most difficult operating environments we have ever experienced. In the second half of 2008, as a result of historic disruptions in financial markets, the broad economy began a steep and severe decline. Retailers, manufacturers and service providers experienced softness in demand for their products and services, were unable to obtain financing and pulled back on their business plans. Otherwise healthy companies found that financing was hard to come by or extraordinarily expensive. Unemployment doubled from early 2007 levels and gross domestic product declined at rates not seen in almost 30 years. Consumer spending declined dramatically.

Our businesses were directly affected by these events. We experienced significant weakness in the advertising market as companies reduced spending on marketing. Many of the largest categories of advertising, which is a significant component of our revenues, suffered the most. For example, as consumers spent less on automobile purchases, two of the “big three” automobile manufacturers reorganized under bankruptcy laws and all three suffered sales declines and drastically reduced advertising spending. Nearly every category of advertiser was affected and overall U.S. advertising declined by a reported 14.7% in the first three quarters of 2009 amid only the fifth spending drop in the past 50 years.

Consumer cautiousness affected sales levels of our retail products, as did cutbacks in purchases by retail outlets. Several prominent retail outlets declared bankruptcy, reducing consumer access to our products and shifting the competitive landscape for distribution of our products.

In 2009, we focused on rapidly adjusting to this new environment, while continuing to invest in our business and execute our strategy. The efforts and leadership of our senior management team allowed us to successfully navigate the difficult economic conditions and produce results that furthered our financial position and strategic objectives. We performed extraordinarily well on both an absolute and a relative basis and emerged well-positioned to capitalize on an economic recovery. For example:

We generated operating income, earnings per share and cash flow growth as compared to 2008

In 2009, our operating income increased 15% and our earnings per share increased 33% compared to 2008, despite a 7% decrease in revenues. Our operating free cash flow (cash flow from operations minus capital expenditures, before our voluntary repayment of certain indebtedness) was $2.044 billion, a 17% increase over

30

2008. We incurred $454 million in restructuring and other charges in 2008. Even without the impact of those charges, we grew operating income and earnings per share in 2009. This is important to our annual performance-based bonus program, which excluded the charges for purposes of calculating performance for 2009.

We continued to achieve operational excellence

In 2009, our results reflected both our long-term strategies and our short-term operational strength. For example, our revenues are a diversified mix of advertising (32% in 2009), feature film (38%), affiliate fees (21%) and ancillary (9%), and a mix of international (28%) and domestic (72%) revenues. Affiliate fees tend to be subject to long term contracts at pre-agreed growth rates, feature film revenues tend to be based on overall consumer acceptance of our movies, while advertising tends to be related to the economy generally as well as the popularity of our content. The diversity that is a feature of our business model enabled us to experience growth despite the decline in the advertising and retail markets.

In addition, the restructuring and refinement of our operating model that we began in late 2008 helped us to continue to reduce costs and streamline our operations. We also began to see the results of our continued investment in programming as ratings improved at key networks late in the year. Paramount was number two at the box office, despite releasing fewer films, and saw dramatically improved profitability on its more focused slate of films.

We improved our financial position during the year

We used our substantial cash flow to reduce our debt and strengthen our financial position during the crisis. We took advantage of our strong financial position to issue a total of $1.4 billion in debt securities at interest rates ranging from 4.375% to 5.625% and maturities ranging from five to ten years. We decreased our leverage ratio from 2.8x at December 31, 2008 to 2.1x at December 31, 2009 (we define leverage ratio as gross debt plus guarantees and unfunded pension obligations, divided by operating income before depreciation and amortization plus restructuring and equity compensation expenses). As a result of these steps, a major credit ratings agency increased our credit rating, while another changed the outlook from negative to stable.

Compensation decisions contributed to our results

In 2009, we suspended annual increases in salary and target compensation for almost all of our senior executives. In addition, we froze benefits under our excess pension plan, reducing costs while allowing us to maintain a broad-based pension plan and enhance certain other benefits for employees.

For our annual performance-based bonus program, the Board of Directors approved a budget at the beginning of 2009 that, consistent with prior years, contained challenging targets to drive growth even with the deteriorating economic environment. The Compensation Committee (the “Committee” in this section) established performance goals for our 2009 bonuses based on our achievement of the budget’s goals as well as strategic qualitative objectives. The Committee continued to link the ability of a participant to realize a bonus at target levels to the achievement of results at budget, and require overperformance for a participant to achieve a bonus amount above target.

For our equity awards, the Committee implemented certain design changes that attempt to better align the cost of our equity awards with the value our employees place on them, as well as reduce the overall cost of the program. The Committee continued its policy of multi-year vesting and/or performance periods in support of its retention objectives.

31

2009 Named Executive Officer Compensation

The achievements discussed above were a direct result of the leadership of our named executive officers (“NEOs”) and other senior executives. Our NEOs for 2009 were:

· Sumner M. Redstone, Executive Chairman and Founder;

· Philippe P. Dauman, President and Chief Executive Officer;

· Thomas E. Dooley, Senior Executive Vice President, Chief Administrative Officer and Chief Financial Officer;

· Michael D. Fricklas, Executive Vice President, General Counsel and Secretary; and

· Denise White, Executive Vice President, Human Resources and Administration.

The tables below compare 2009 target compensation for our NEOs to actual compensation and demonstrate the impact of our pay for performance approach.

NEO	Employment Agreement Terms(1)
	Base Salary	Target Bonus	Target Equity Award Value	Target Compensation	Target % Performance- Based and/or Equity-Linked Compensation
Sumner M. Redstone	$1,250,000	$4,750,000	$  6,000,000	$12,000,000	90%
Philippe P. Dauman	2,500,000	9,500,000	12,000,000	24,000,000	90%
Thomas E. Dooley	2,000,000	7,600,000	9,600,000	19,200,000	90%
Michael D. Fricklas	1,050,000	1,675,000	3,000,000	5,725,000	82%
Denise White	825,000	495,000	700,000	2,020,000	59%

(1) Base salaries and target bonus amounts in 2009 were the same as in 2008, except for Ms. White who received an increase in July 2008 that became effective in October 2008. Target equity award values are unchanged since 2006 for Messrs. Redstone, Dauman and Dooley, and since 2007 for Mr. Fricklas and Ms. White. See “Equity Awards” below for information on the awards granted and how value is calculated.

The table below shows how performance is reflected in the Committee’s decisions on annual bonus amounts over the past three years and provides information on the market value of 2009 equity awards as of December 31, 2009. The performance goals for our 2009 bonus program and information on how the Committee determined the 2009 bonus amounts are discussed under “Annual Performance-Based Bonus” below.

NEO	Annual Performance-Based Bonus				Equity Awards
	2009		2008	2007	Value of 2009 Equity Awards(2)
	Amount	% of Target Bonus	% of Target Bonus	% of Target Bonus
Sumner M. Redstone	$6,270,000	132%	83%	100%	$6,654,602
Philippe P. Dauman	$12,540,000	132%	83%	100%	$13,309,226
Thomas E. Dooley	$10,032,000	132%	83%	100%	$10,647,363
Michael D. Fricklas	$2,000,000	119%	83%	111%	$3,001,409
Denise White	$625,000	126%	83%	N/A	$700,323

(2) Values use the closing price of our Class B common stock of $29.73 at December 31, 2009 and assume all awards were fully-vested. Stock option value reflects the difference between the exercise price and the closing price of $29.73. Restricted stock units (“RSUs”) are valued based on the closing price. For performance share units (“PSUs”), the value is based on the closing price assuming that the target number of PSUs was received on December 31, 2009. PSUs generally vest in 3 years and stock options vest over a 4 year period as more fully described below.

32

Compensation Program Design

The following section provides additional detail on our compensation philosophy, components of compensation and how our programs are designed and complement each other.

Employment agreements are standard in our industry for top executives, and are important for recruiting purposes as well as for their restrictive and other covenants.

Each of our NEOs has an employment agreement in which the Committee sets the components of compensation and initial compensation levels. Compensation levels are generally reviewed annually to ensure they remain competitive. The key terms of our NEO employment agreements are described below and in the narrative following the 2009 Summary Compensation Table.

The Committee considers each component of compensation individually and in the aggregate as part of its pay for performance approach, with its general goal being that a large part of the compensation package be performance-based and/or equity-linked rather than guaranteed cash. Each component is designed to serve a specific purpose and is evaluated both separately and in light of the overall value of the award. The components of our compensation packages generally include:

Component	Compensation Profile	Rationale
Base Salary	Guaranteed. Merit increases reflect performance	Rewards individual experience, performance and tenure, and considers competitive market data
Annual Cash Bonus	Performance-Based	Rewards annual company operating and strategic performance and individual performance during the year
Annual Equity Awards	Performance-Based and/or linked to stock performance	Multi-year vesting periods and/or performance conditions are designed to motivate employees to focus on long-term growth and creating stockholder value, as well as to provide retentive value for us. ·   Stock options: vest in equal annual installments over 4 years ·   PSUs: performance period of at least 3 years ·   RSUs: vest in equal annual installments over 4 years
Health and Retirement Benefits	Guaranteed	Support the health and safety of our employees and provide savings mechanisms for retirement
Severance and Restrictive Covenants	Contingent	Provides capped cash payments upon termination without “cause” or resignation for “good reason” (as defined in agreement). No severance payment is made if an employee leaves voluntarily or is terminated for “cause.” Severance protections are designed to allow executives to think and act independently (balanced by our ability to terminate without “cause”) and provide consideration for restrictive covenants

Base Salary

Base salaries for our NEOs and other executive officers are generally reviewed annually by the Committee and increased at its discretion if individual performance and competitive considerations warrant. For other executives and employees, increases are made at the discretion of the executives to whom they report within approved parameters.

In light of economic conditions, none of our NEOs received a base salary increase in 2009. For other executive officers and members of corporate or divisional senior management, base salaries were generally only increased in connection with promotions or material changes in job responsibilities.

33

Annual Performance-Based Bonus

Our annual bonuses are paid under our Short-Term Incentive Plan (“STIP”), which is a broad-based program that we use to motivate management at all levels to obtain superior operating, strategic and individual results during a particular year. In 2009, approximately 5,300 of our 11,200 employees participated in the STIP. Our business unit multipliers in 2009 ranged from 20% to 135% of target, and in 2008, they ranged from 20% to 120% of target. Our NEOs participate in the Senior Executive STIP, a plan which contains a separate financial performance goal and is designed to comply with the provisions on performance-based compensation of Section 162(m) of the Internal Revenue Code (“Section 162(m)”).

The design of our STIP program is reviewed and approved by the Committee each year. Key elements of the design for our 2009 STIP include the following:

Minimum and Maximum Bonus Amounts

· Based on the achievement of the performance goals set by the Committee, as well as individual performance, cash bonus amounts can range from a threshold of 0% to a maximum of 200% of an individual’s target bonus amount.

· In light of economic conditions, and in accordance with decisions on salary, none of our NEOs received an increase in target bonus amount in 2009. For other executive officers or members of corporate or divisional senior management target bonus amounts were generally only increased in connection with promotions or material changes in job responsibilities.

Performance Goals Overview

· Our performance goals relate to achievement of operating income (weighted 60%), free cash flow (weighted 20%) and qualitative objectives (weighted 20%). Our qualitative objectives in 2009, which apply to all STIP participants, related to achievement of strategic initiatives, enhanced internal and public financial reporting, budgeting and forecasting processes, continued fulfillment of compliance requirements, and the commitment to and achievement of inclusion and diversity in our businesses.

Ø Operating income and free cash flow performance goals are used because they encourage executives to achieve superior operating results while taking into account appropriate cost management.

Ø Operating income and free cash flow performance is determined relative to our operating budget. Bonuses for corporate executives are based on corporate performance; bonuses for divisional executives are based the performance of their division or, in many cases, smaller business units.

Setting Performance Goals

· When setting the range of performance goals for operating income and free cash flow at the outset of the year, the Committee considers our financial results from the prior year and our annual operating budget for the coming year, as approved by the Board. The budget reflects desired growth rates, strategic initiatives, the economic environment, and cyclical and seasonal factors that can impact performance, among other factors.

· The Committee uses this information to set operating income and free cash flow performance grids for corporate and each of the divisions.

Ø Consistent with the minimum and maximum bonus amounts, a minimum performance factor of 0% and a maximum of 200% can be earned for each performance goal (including the qualitative goals) before the respective weightings are applied.

Ø Achievement of operating income and free cash flow at budget equates to a performance factor of 100% on each performance grid. We believe our budgeting process is rigorous and results in goals that are meaningful and challenging, the achievement of which is designed to drive stockholder value.

Ø The performance range on the grids is 25%-200% of the target bonus amount, with performance below the level required to generate a payout of 25% resulting in a performance factor of 0%.

Ø The Committee sets the payout slopes on each grid from 25% to 100% and 100% to 200% in a manner that is designed to encourage overachievement within reasonable limits and penalize

34

underachievement within reason, recognizing the need to encourage performance throughout the year, even in difficult conditions.

2009 Bonus Decisions

The following table sets forth the corporate performance goals that applied to our NEOs in 2009, with the bottom of the performance range equal to a performance factor of 25% and the top of the range equal to a performance factor of 200%. The Committee determined that the corporate performance multiplier for 2009 was 110%, as shown in the table.

Performance Goals	Performance Range(1) (in millions)	2009 Performance (in millions)	Resulting Performance Factor	Weighting	Weighted Performance Factor
Operating income(2)	$2,479 – 3,599	$2,964	76%	60%	45%
Free cash flow(3)	$   941 – 2,005	2,044	200%	20%	40%
Qualitative objectives	N/A	N/A	125%	20%	25%
Corporate performance multiplier					110%

(1) The operating income performance range reflects growth of (17)% to 21% over 2008, and free cash flow reflects to growth of (46)% to 15% over 2008. For operating income, these growth rates are as compared to 2008 adjusted operating income, which, importantly, excludes the $454 million of restructuring and other charges taken in 2008.

(2) Operating income performance in 2009 excludes a $60 million non-cash impairment charge relating to broadcast licenses held by a 32% owned entity that we consolidate.

(3) We define free cash flow, which is a non-GAAP measure, as cash flow provided by operations minus capital expenditures. Free cash flow performance represents the free cash flow we generated in 2009 prior to a voluntary repayment of our asset securitization facilities ($950 million) and the premium we paid on our early extinguishment of certain debt securities ($84 million). We also refer to free cash flow earned prior to these voluntary actions as operating free cash flow.

Committee Determination of Bonus Amounts

· For corporate and each of the divisions, the Committee reviews actual 2009 financial performance compared to the goals set by the Committee at the beginning of the year and Mr. Dauman’s assessment of the achievement of the qualitative factors. That performance multiplier is then applied to the aggregate target bonus amounts for each STIP participant (by division) to create the recommended aggregate dollar amount of the corporate and divisional bonus pools.

· The Committee may consider other financial or qualitative factors significant to the year, such as the extent to which the performance targets were met in ways that related to the fundamentals of the business and furthered our long-term interests as well as the appropriateness of excluding unusual expenses or contributors, such as the non-cash impairment charge, to financial results which it believes have the effect of distorting the performance goals.

· The Committee then determines, in its discretion, the final amount of each performance multiplier and bonus pool. Once the bonus pools are established, individual bonus amounts are increased or decreased based on individual performance so long as the total amount of the bonus pool is not exceeded.

Individual NEO Performance

· The Committee also approves individual bonus amounts for the executives within its oversight, which includes all of the NEOs. Mr. Dauman makes specific bonus recommendations for each of those executives, including the NEOs other than Mr. Redstone, Mr. Dooley and himself. Given our accomplishments in 2009, the Committee decided to increase each of the NEOs bonus amounts above the amount produced by the corporate performance multiplier. Specifically, in addition to the accomplishments discussed earlier in this section:

Ø Mr. Redstone, Mr. Dauman and Mr. Dooley provided strategic leadership and guidance for our executive team and Board, guiding the company through extraordinarily difficult economic conditions, achieving outstanding financial performance and positioning the company well for the future. They made organizational improvements to refine our operating model, including in

35

areas such as programming development. They also were integral in the renewal of a significant portion of our affiliation agreements, which secures long-term pricing increases for this revenue stream. Each division delivered superior operating results and made substantial progress on strategic initiatives such as programming development, audience ratings improvement, and the mix and marketing of our feature films. The Committee also noted our timely access to credit markets and financial discipline, resulting in an extremely strong balance sheet and improving credit profile.

Ø Mr. Fricklas and Ms. White participated in and advised the senior management team and:

¡ Mr. Fricklas brought to successful conclusion a number of significant disputes and provided leadership on copyright theft issues and a wide variety of other matters; and

¡ Ms. White continued to enhance the human resources function company wide, improving the quality and depth of our management team and enhancing the design of our compensation programs, while reducing costs.

Senior Executive STIP

Under the Senior Executive STIP, the Committee establishes an annual performance target that is in addition to the performance goals under the STIP. If the annual performance target is met, the NEO’s bonus amount is determined by the Committee in the manner described above, notwithstanding that the Senior Executive STIP provides for a maximum allowable bonus amount of eight times base salary subject to downward adjustment. In 2009, the performance target for the Senior Executive STIP related to the achievement of at least $2.399 billion of operating income. Our operating income was $2.904 billion in 2009.

Equity Awards

Our Long-Term Management Incentive Plan (“LTMIP”) is a broad-reaching program that motivates management to focus on long-term growth and the performance of our stock price, and provides retentive value to us through multi-year vesting schedules for equity awards. In 2009, approximately 1,350 employees participated in the LTMIP.

The Committee approves all of our equity awards, which have historically taken the form of (i) stock options, (ii) RSUs and (iii) PSUs. The Committee determines, either by employment agreement or at the time of grant, the appropriate type, combination and value of each equity award. The target values for our NEO equity awards are specified in their employment agreements.

In June 2009, the Committee adopted a new design for our LTMIP that attempts to better align the cost of our equity awards with the value our employees place on them. In particular, the Committee decided to stop broadly granting PSUs to members of senior management and to replace them with RSUs. The Committee decided to continue to grant PSUs to Messrs. Redstone, Dauman and Dooley as specified in their employment agreements. The decision to eliminate PSU use more broadly was made after a careful review of the extent to which the PSUs were the best tool to motivate those executives’ performance in the long-term interests of the company. In addition, the accounting associated with PSUs results in a higher expense to us than other forms of compensation with similar or greater value to employees. The following table illustrates the difference between the accounting charge and the target value of the PSU awards, as well as the actual value received by the executive, in the context of our 2007 PSU grant that vested in early 2010.

NEO	Target Value of 2007 PSU Award		Accounting Charge for 2007 PSU Award		Value Delivered upon Vesting of 2007 PSU Award(1)
Sumner M. Redstone	$	3,000,000	$	5,418,227	$	1,747,368
Philippe P. Dauman	$	6,000,000	$	10,836,383	$	3,494,675
Thomas E. Dooley	$	4,800,000	$	8,669,107	$	2,795,746
Michael D. Fricklas	$	1,500,000	$	1,517,365	$	537,425

(1) Value equals the number of shares earned at the end of the performance period multiplied times the closing price of our Class B common stock on January 20, 2010, the date of vesting ($30.71).

36

2009 Equity Awards

Our equity awards to NEOs in 2009 were granted at the target values in their employment agreements and are set forth in the table below. PSUs are granted on January 1 of each year and stock options and RSUs are granted at the meeting of the Compensation Committee that takes place in May or June of each year.

NEO	Award Type	Award      Percentage      of Target      Value	Number of     Class B     Shares     Underlying     Award(1)	Vesting or       Performance      Period	Exercise Price/Performance Conditions(2)
Sumner M. Redstone	Stock Options	50%	229,008	4 years	$22.70
	PSUs	50%	169,683	3 years	Performance relative to S&P 500 companies
Philippe P. Dauman	Stock Options	50%	458,015	4 years	$22.70
	PSUs	50%	339,367	3 years	Performance relative to S&P 500 companies
Thomas E. Dooley	Stock Options	50%	366,412	4 years	$22.70
	PSUs	50%	271,493	3 years	Performance relative to S&P 500 companies
Michael D. Fricklas	Stock Options	40%	91,603	4 years	$22.70
	RSUs	60%	79,295	4 years	Time-vesting only
Denise White	Stock Options	40%	21,374	4 years	$22.70
	RSUs	60%	18,502	4 years	Time-vesting only

(1) The number of stock options granted is determined by using the Black-Scholes valuation method on the date of grant. Stock options have an 8 year term until expiration. The number of RSUs granted is determined by dividing the value of the award by the closing market price of our Class B common stock on the date of grant ($22.70). For PSUs, the number shown in the above table equals the target number of PSUs, and was determined by dividing the value of the award by the average closing market price of our Class B common stock for a period of 10 trading days ending on the date of grant.

(2) Stock option exercise price is equal to the closing market price of our Class B common stock on the date of grant (June 3, 2009). See “Performance Share Units” below for additional detail on the PSU performance conditions.

Use of Stock Options and RSUs

The Committee believes it is appropriate for most members of senior management to receive a mix of stock options and RSUs. Stock options are more sensitive to the stock price and have no value if the share price is less than the price on the date of grant. In contrast, for any particular award value, an executive will receive fewer RSUs than stock options. Therefore, RSUs appreciate relatively less as the stock price rises, but continue to have value as the stock price declines and therefore provide motivation and retentive value in down markets. Similarly, for any particular award value RSUs are less dilutive to stockholders than stock options. For these reasons, the Committee believes that a ratio of 40% stock options and 60% RSUs appropriately balances the goals of providing incentives, retention value and shareholder alignment with the cost of the awards to us.

Performance Share Units

PSU awards are made in the form of a target grant. The target number of PSUs is equal to the target award value divided by the average closing price of our Class B common stock during the 10 trading days ending on the date of grant. The number of shares of Class B common stock the executives ultimately receive at the end of the measurement period depends on the total shareholder return (“TSR”) of our Class B common stock measured against the TSR of the common stock of the companies comprising the S&P 500 Index at the start of the measurement period (“the reference group”). The percentile ranking of the TSR of our Class B common stock compared to the TSR of the common stock of the companies in the reference group is used to calculate the number of shares received. The maximum payout is 300% of the target award, which the executive would be eligible to receive if our stock outperformed every other company in the reference group. The payout schedule for the awards is set forth in the following table.

37

Schedule ⁽¹⁾

•  If Viacom achieves less than the 25^th percentile TSR, the award of PSUs will be forfeited, unless the EPS hurdle is met

•  If Viacom achieves the 25th percentile TSR, the number of shares to be delivered under the award will be 25% of the target award, subject to adjustment if the EPS hurdle is met

•  If Viacom achieves the 50th percentile TSR, the number of shares to be delivered under the award will be 100% of the target award

•  If Viacom achieves the 100th percentile TSR (that is, if it is the first ranked company in the S&P 500 for TSR), the number of shares to be delivered under the award will be 300% of the target award

(1) For achievement at intermediate points between the 25th and 50th percentile, or between the 50th percentile and the 100th percentile, the number of shares to be delivered will be interpolated between the respective shares delivered at such percentiles, subject to adjustment between the 25th and 50th percentile, if the EPS hurdle is met.

EPS Hurdle

· The EPS, or earnings per share, hurdle is intended to provide an alternative measure of performance for the PSU awards in the event strong operating performance is not appropriately reflected in our stock price due to market or other conditions outside of our control.

· If we achieve less than the 50th percentile TSR during the measurement period but achieve the EPS hurdle, the executive would receive the average of his target award and the award he would have earned under the above schedule.

· For the 2009 PSU grants, the Committee set the EPS hurdle as achievement of compound annual growth of EPS from continuing operations that is greater than the average compound annual EPS growth rate for the companies in the reference group during the measurement period of 2009-2011. This is a challenging, relative metric, and whether we will meet the hurdle is uncertain until 2011 financial results are determined.

Benefits

We provide traditional benefit plans and programs to our executives and employees on the same relative basis with few exceptions, which are described under “Perquisites” below. Our retirement and savings plans provide certain guaranteed compensation for our executives and employees, with multi-year vesting schedules designed to encourage retention. These plans include:

· a tax-qualified defined benefit Pension Plan;

· a tax-qualified defined contribution 401(k) Plan and Excess 401(k) Plans;

· Bonus Deferral Plans, which allow the executive to elect to defer a portion of his or her annual cash bonus amount; and

· health coverage, life insurance, disability benefits and other similar benefits.

Changes to Retirement Programs

Effective April 1, 2009, we stopped accruing benefits in our Excess Pension Plan. Our broad-based Pension Plan continues to accrue benefits, with certain modifications that became effective in 2010. In our 401(k) Plan and Excess 401(k) Plans, we increased the company matching contribution to 3.5% of eligible compensation from 3% so long as the employee contributes at least 6% of eligible compensation to the plans. We also capped compensation for our matching contribution at $500,000, from $750,000. These changes are expected to generate significant savings over many years, and reduce guaranteed compensation for senior executives while continuing to offer valuable benefits to our broad employee base.

For more detail on our benefit plans, see the narratives following the “2009 Pension Benefits” and “2009 Nonqualified Deferred Compensation” tables.

Perquisites

We generally provide few perquisites to our NEOs. However, we and the Committee believe that some perquisites, as discussed below and in the footnotes to the “2009 Summary Compensation Table,” are appropriate

38

for the reasons discussed below. The executives are taxed as appropriate on these perquisites and we do not gross up our NEO compensation for these taxes.

· Our NEOs may be eligible to occasionally use the Viacom aircraft for personal use. Mr. Dauman may use the Viacom plane to travel to meetings of the other board of directors on which he serves, and we consider amounts related to such travel to be a perquisite.

· We have a car and driver in New York, which are provided to Mr. Redstone and Mr. Dauman for security reasons and are occasionally used for business purposes by other executives. Mr. Redstone is also provided with a car and driver in his hometown of Los Angeles. Any personal use of a car and driver by either Mr. Redstone or Mr. Dauman, including commuting, is considered a perquisite.

· Under their employment agreements, certain of our NEOs receive life insurance benefits in amounts that are higher than the life insurance benefits we provide to employees generally. This incremental amount is considered a perquisite. We pay the premiums for these life insurance benefits and do not generally provide any other death benefit such as salary continuation. In 2009, we provided $5,000,000 in coverage for each of Messrs. Dauman, Dooley and Fricklas.

Our NEOs also receive occasional tickets to company events, DVDs and merchandise related to our businesses. For business purposes, an NEO’s spouse may also accompany him or her from time to time to these events. These items involve a de minimis or no incremental cost to us, and we believe they serve a legitimate business purpose.

Severance and Restrictive Covenants

The Committee believes that providing certain severance benefits is important to attract and retain high-caliber executives in our industry and provide consideration for the executive’s commitments under the employment agreement. For non-contractual employees, we also maintain more broad-based severance plans that generally provide our employees with a set number of weeks of severance.

Our NEO agreements (other than Mr. Redstone’s) provide for cash payments upon termination without “cause” or resignation for “good reason.” These payments are generally capped at the lesser of two years of base salary and bonus amount in the year of termination or the remaining cash compensation payable under the agreement, a policy that we have had in place since 2006. No payment is made if an employee leaves voluntarily or is terminated for “cause.” The employment agreements define “good reason” and “cause.”

Receipt of severance is conditioned on the employee’s continuing compliance with certain restrictive and other covenants. Typical restrictive covenants in our employment agreements include commitments not to compete with our company during the term of the agreement, not to solicit our employees to leave our company within a specified time frame, and to protect our confidential information, among other commitments.

For detail on the severance obligations we may have to our NEOs upon termination of employment, see the section “Potential Payments upon Termination or Change-In-Control.” These obligations were negotiated at the time we entered into each NEO’s employment agreement.

Tax Deductibility of Performance-Based Compensation and Other Tax Considerations

Where appropriate, and after taking into account various considerations, we generally structure our executive employment agreements and compensation programs to allow us to take a tax deduction for the compensation we pay to our executives. Any individual base salary we pay over $1,000,000 is not tax deductible. The performance-based compensation we pay in the form of annual cash bonus amounts under our Senior Executive STIP is designed to comply with the requirements of Section 162(m) and therefore be tax deductible. In addition, our stock option and PSU grants under the LTMIP contain performance and/or market conditions and are designed to be Section 162(m) compliant. RSUs with time-vesting only are not tax deductible to the extent they result in compensation that exceeds the $1 million limit under Section 162(m).

Our deferred compensation arrangements, including those in our employment agreements and compensation and benefit plans, are designed to comply with Section 409A of the Internal Revenue Code.

39

Risk Assessment of Compensation Programs

We have reviewed our compensation programs company-wide to assess whether they encourage our employees to take unnecessary or excessive risks that could have a material adverse effect on our business. We have concluded that our programs are appropriately tailored to encourage employees to grow our business, but not incent them to do so in a way that poses unnecessary or excessive material risk to us. For example, our STIP and LTMIP, which are our two primary, company-wide compensation programs, balance each other by providing compensation that rewards short-term (STIP) and long-term (LTMIP) performance. The STIP balances risk by considering a mix of performance goals and capping the maximum payout a participant can receive, and the LTMIP provides balanced incentives through the mix of equity awards. In addition, we have various policies, such as our “clawback” policy, that are designed to discourage undue risk-taking or manipulation of results. These conclusions have been presented to the Committee.

Compensation Decision Process and Compensation Policies

Compensation Committee Composition

Compensation decisions for our NEOs, other executive officers and certain key divisional executives are made by the Committee. The Committee is comprised of three independent directors, Blythe J. McGarvie, Frederic V. Salerno (Chair), and William Schwartz. Ms. McGarvie replaced Robert Kraft on the Committee in August 2009, and Mr. Salerno succeeded Mr. Kraft as Chair of the Committee at the same time. The Committee has the sole decision-making authority for the compensation of our NEOs and, under its Charter, may not delegate this authority in connection with any material element of NEO compensation. As discussed below, the Committee considers information and recommendations from several sources when making its compensation decisions.

Management’s Role

The Committee interacts with management regarding our executive compensation initiatives and programs. For our senior executives other than Messrs. Redstone, Dauman and Dooley, the proposed terms of new employment agreements and annual merit compensation reviews, if any, are initially discussed by Mr. Dauman and Ms. White (except with respect to her own agreement), with input from the executive to whom the NEO directly reports (if other than Mr. Dauman). The proposed terms of the agreements are presented to the Committee for consideration and approval. All of our NEOs have input into the compensation decisions for the executives and employees who report to them.

In the case of the employment agreements for Messrs. Redstone, Dauman and Dooley entered into in 2006, the Committee took the lead role in negotiating the terms, assisted by Towers Perrin and the Committee’s outside legal counsel. Similarly, the Committee, with the input and assistance of its advisors, independently led the discussions and determinations made on the 2010 merit increases for Messrs. Redstone, Dauman and Dooley and the extension of Mr. Dauman’s employment agreement discussed below under “2010 Compensation Decisions.”

Mr. Dauman, Mr. Dooley and Ms. White also participate in STIP and LTMIP design discussions, including recommendations with respect to performance targets, the results of which are presented to the Committee for consideration and determination. They may provide input to the Committee and/or the Board, as appropriate, from time to time on benefits, retirement programs and other matters related to our Human Resources function.

Independent Compensation Consultant

Since January 1, 2006, the Committee has retained the services of Towers Perrin, an independent compensation consulting firm that has particular expertise in compensation matters for media and entertainment companies. Towers Perrin is engaged by, and reports directly to, the Committee. See “Our Board of Directors—Compensation Committee” for additional information.

Use of Outside Counsel

The Committee also retains regular outside legal counsel, who is not one of management’s outside legal advisors on compensation matters. The Committee’s counsel attends all Committee meetings, provides advice and

40

performs other duties as the Committee may request from time to time, including reviewing documents relating to the Committee’s work and participating in negotiations on behalf of the Committee.

The Entertainment Industry and Use of Peer Company Data

The Committee considers information about the practices of our media and entertainment industry peer companies and other comparable public companies, as well as evolving market practices, because it believes that reviewing this information is appropriate to ensure that it makes informed compensation decisions. The Committee does not benchmark the compensation of any executive over which it has oversight to any particular percentile, or range of percentiles, of peer company data. Rather, the Committee considers the compensation levels for similar executive positions at our peer companies as only one factor in its decision-making process. One reason for this is that the structure and organization of other companies, as well as the duties, responsibilities, tenure and talents of executives at other companies, often vary considerably. Specifically, Towers Perrin provides the Committee with analysis of information about the other major, diversified media and entertainment industry companies, The Walt Disney Company, Time Warner Inc., News Corporation, NBC Universal and CBS Corporation. The Committee may also consider information provided by Towers Perrin on a broad industry peer group, which, in 2009, was comprised of the following companies: Altria Group, Inc., AT&T Inc., Cablevision Systems Corporation, CBS Corporation, Cisco Systems, Inc., The Coca-Cola Company, Comcast Corporation, Dell, Inc., Gannett Co., Inc., General Electric Company, Hewlett-Packard Company, International Business Machines Corporation, News Corporation, PepsiCo, Inc., The Procter & Gamble Company, Qwest Communications International Inc., Sprint Nextel Corporation, Time Warner Inc., Verizon Communications Inc., The Walt Disney Company and Yahoo! Inc. In addition, the Committee generally monitors compensation best practices and considers alternatives for compensation program design by reference to their own experience and judgment, as well as to the experience and practices of other large public companies and expert commentary, but does not refer to any set group of companies for this purpose.

Individual Considerations

Individual qualifications are another key factor in the Committee’s compensation decisions. The Committee considers the executive’s professional experience, tenure and accomplishments at our company and/or within the industry, the executive’s compensation history, compensation levels of executives at comparable levels within the company, competitive conditions, management development and succession planning activities, input from Towers Perrin, and, if the executive is an existing employee, individual performance. Several of our NEOs and many of our divisional executives have been affiliated with Viacom for many years and this is reflected in their compensation packages.

Wealth Accumulation

The Committee does not consider past wealth accumulation in connection with its compensation decisions. The Committee is focused on ensuring that a large part of our NEOs’ compensation package is performance-based and believes that executives and employees should not be penalized in future years for strong performance in prior years, and that all employees, regardless of individual financial situation, should have a compensation package that is competitive for their respective position. Further, the Committee believes the Company’s ability to retain employees is diminished if pay is not at competitive levels.

Change-in-Control

As further discussed in the section “Potential Payments Upon Termination or Change-In-Control,” we do not have any plans or arrangements that provide for payments or accelerated vesting of incentives solely in connection with a change in control of Viacom. Messrs. Dauman and Dooley, whose employment agreements were originally negotiated in 2006, may receive an excise tax gross-up payment if there is a change in control, they are terminated without cause or resign for good reason as a result of the change in control, and their severance amount subjects them to certain related excise taxes.

Timing of Equity Grants

We protect against issues associated with timing of equity awards by granting them on an annual basis at regular Committee meetings generally scheduled more than a year in advance. Since 2006, the Committee has made our

41

annual equity grants to senior executives and other employees at the meeting of the Committee held in connection with our Annual Meeting, other than contractual PSU grants made to Messrs Redstone, Dauman and Dooley, which are granted on January 1 each year. Although our Annual Meeting will change in connection with our change in fiscal year, we plan to continue to grant equity awards at the regular Committee meeting that takes place in May or June of each year. Stock option exercise prices and the values of the annual equity grants are determined based on the closing price of our Class B common stock on the date of grant.

For certain newly hired executives, and rarely upon entering into new or amended employment agreements with existing executives, the Committee may award off-cycle equity grants. These grants are generally made 10 days after the later of Committee approval or the execution of the employment agreement by both parties and are valued based on the closing price of our Class B common stock on the date of grant.

Repricing of Stock Options

Our LTMIP prohibits the repricing of stock options.

Clawback Policy: Adjustment to Bonuses/Equity Awards in the Event of a Restatement

Since 2006, the Committee has had a policy under which it reserves the right to require any of our employees or former employees to return all or a portion of the bonus or equity compensation the employee receives if any of the performance goals or quantitative factors considered in determining the amount of the award are restated in a manner that would have affected the amount if known prior to the grant, or, with respect to bonus amounts, if such restatement alters the Committee’s assessment of the employee or former employee’s individual performance in a manner that warrants reduction.

Executive Stock Ownership Requirements

Given the significant stock ownership of Messrs. Redstone, Dauman and Dooley ($1.3 billion, $9.5 million and $7.9 million as of February 28, 2010), as well as the significant equity holdings (with multi-year vesting schedules) of our executive team, the Committee believes senior management is appropriately incented to manage the business in line with stockholders’ interests and has not established specified executive stock ownership requirements.

Pledges and Hedges of Viacom Stock

All hedges and pledges of Viacom securities held directly by our executive officers are prohibited. In addition, all of our employees are prohibited from selling short our stock and may not hedge or pledge equity compensation.

2010 Compensation Decisions

Base Salary Increases

In January 2010, in accordance with the employment agreements for Messrs. Redstone, Dauman and Dooley the Compensation Committee considered whether it would be appropriate for them to receive merit salary and target bonus increases in 2010. Their agreements were entered into in 2006, and they received one merit increase in 2008. The Committee and its outside advisors performed an extensive review of the executives’ performance (as discussed earlier in this section) and competitive market data for our peer companies and industry peer group. Based on these factors, the Committee decided to increase Mr. Dauman’s salary from $2.5 million to $3.5 million and target bonus from $9.5 million to $12 million, Mr. Dooley’s salary from $2.0 million to $2.5 million and target bonus from $7.6 million to $8 million, and Mr. Redstone’s salary from $1.25 million to $1.75 million and target bonus from $4.75 million to $6 million, each effective January 1, 2010.

In connection with his new employment agreement, Mr. Fricklas’ salary was increased from $1.050 million to $1.215 million and his target bonus amount was increased from $1.675 million to $2.3 million, effective January 1, 2010.

42

New Employment Agreement for Philippe Dauman

On April 14, 2010, Mr. Dauman entered into an amended and restated employment agreement extending his employment term an additional five years, to December 31, 2016, and reflecting the increase in salary and target bonus amount set by the Compensation Committee earlier in the year. In addition, he received a one-time grant of 1 million performance restricted share units (“PRSUs”) that will vest in four equal annual installments beginning with the fiscal year ending September 30, 2011, and will deliver, at the time of vesting, 75% to 125% of the shares underlying the PRSUs, depending on the achievement of company financial targets over specified periods. On April 20, 2010, he will be granted stock options to purchase 2 million shares of our Class B common stock. The exercise price of the options will be the closing market price of our Class B common stock on the date of grant, and they will vest over four years from the date of grant. Mr. Dauman will continue to receive the annual grants of performance share units and stock options contemplated by his existing employment agreement. His agreement provides for severance benefits upon a termination without “cause” or resignation for “good reason”, as those terms are defined in the agreement, including the vesting of certain equity awards and cash severance capped at 3 times base salary and bonus amounts.

Change in Fiscal Year End

In 2010, there will be a nine-month transition period ending September 30, 2010, following which we will report on a twelve-month fiscal year ending on September 30 of each year. The Board has approved a nine-month budget for the transition period and anticipates evaluating performance over that period and granting awards under the STIP following September 30. The target awards are expected to be reduced for the shortened period. We do not anticipate any change in the annual grant timing for equity awards.

2010 STIP Design

Except for the changes resulting from our change in fiscal year, our 2010 STIP design is the same as it was in 2009. The 2010 qualitative objectives include: (i) for corporate employees, furtherance and achievement of the company-wide strategic initiatives contemplated in the budgeting and long-range planning processes, (ii) timely adherence to achievement of corporate goals, compliance and policy objectives and (iii) specific strategic goals for each of the divisions.

43

2009 SUMMARY COMPENSATION TABLE

The following table presents information on the total compensation in 2009 and 2008, and in 2007 as applicable, for our named executive officers (“NEOs”).

Name and Principal Position(1)	Year	Salary ($)			Stock Awards ($)(3)		Option Awards ($)(3)		Non-Equity Incentive Plan Compensation ($)(4)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)			All Other Compensation ($)(6)		Total ($)
Sumner M. Redstone Executive Chairman and Founder	2009	$	1,250,000		$	6,344,447	$	3,000,005	$	6,270,000	$	13,061		$	6,002	$	16,883,515
	2008	$	1,250,000		$	5,619,374	$	3,000,005	$	3,942,500	$	20,891		$	151,937	$	13,984,707
	2007	$	1,000,000		$	5,418,227	$	2,999,997	$	3,500,000	$	2,543,500	(7)	$	140,451	$	15,602,175
Philippe P. Dauman President and Chief Executive Officer	2009	$	2,500,000		$	12,688,932	$	5,999,997	$	12,540,000	$	37,911		$	243,150	$	34,009,990
	2008	$	2,500,000		$	11,238,665	$	5,999,999	$	7,885,000	$	74,348	(8)	$	296,820	$	27,994,832
	2007	$	2,000,000		$	10,836,383	$	5,999,994	$	7,000,000	$	16,380	(8)	$	264,326	$	26,117,083
Thomas E. Dooley Senior Executive Vice President, Chief Administrative Officer and Chief Financial Officer	2009	$	2,000,000		$	10,151,123	$	4,799,997	$	10,032,000	$	31,318		$	11,982	$	27,026,420
	2008	$	2,000,000		$	8,990,949	$	4,799,997	$	6,308,000	$	63,817	(8)	$	11,532	$	22,174,295
	2007	$	1,600,000		$	8,669,107	$	4,799,995	$	5,600,000	$	13,957	(8)	$	32,809	$	20,715,868
Michael D. Fricklas Executive Vice President, General Counsel and Secretary	2009	$	1,050,000		$	1,799,997	$	1,199,999	$	2,000,000	$	26,501		$	13,295	$	6,089,792
	2008	$	1,050,000		$	1,259,290	$	1,499,991	$	1,390,300	$	126,832		$	11,950	$	5,338,363
	2007	$	1,084,875	(2)	$	4,017,350	$	1,499,999	$	1,725,000	$	20,415		$	30,125	$	8,377,764
Denise White Executive Vice President, Human Resources and Administration	2009	$	825,000		$	419,995	$	279,999	$	625,000	$	36,990		$	7,298	$	2,194,282
	2008	$	768,173		$	314,323	$	378,005	$	410,900	$	18,927	(9)	$	74,106	$	1,964,434

(1) Supplemental 2009 Summary Compensation Table

The following table presents information on the compensation of our NEOs during the periods presented using, in the “Stock Awards” column, the market value of the shares underlying the RSUs and PSUs granted during the respective year and, in the “Option Awards” column, the intrinsic value (the difference between the market value of the shares and the exercise price of the option) of the stock option grants during the respective year. The corresponding grant date fair value for the awards is shown in the above Summary Compensation Table. The other columns in the tables are the same.

The table below assumes that the stock option and RSU awards were vested, and that they were exercised/settled as of December 31 of each year. For PSUs, since they have a multi-year measurement period, the table below assumes that the target number of PSUs was received on December 31, 2009, 2008 and 2007. The actual number of PSUs the executive will receive cannot be determined until the end of the measurement period when the relative performance of our stock compared to other companies in the S&P 500 as well as our achievement of the EPS threshold can be determined. Values were calculated for each year using the closing price of our Class B common stock of $29.73 at December 31, 2009, $19.06 at December 31, 2008 and $43.92 at December 31, 2007.

This table is not intended to be a substitute for the Summary Compensation Table shown above. However, we believe the table provides a useful comparison of the difference between the grant date fair value for an award under applicable accounting standards and the value that an executive might actually receive from an award. The actual value an executive might receive fluctuates daily with the price of our stock. In addition, the awards shown are not vested or exercisable, and have multi-year vesting and/or performance periods. Please see the table “Outstanding Equity Awards at Fiscal Year End” below for a list of each NEO’s outstanding equity awards and their vesting/exercisable schedules.

44

	Year	Salary ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Sumner M. Redstone	2009	$	1,250,000	$	5,044,676	$	1,609,926	$	6,270,000	$	13,061	$	6,002	$	14,193,665
	2008	$	1,250,000	$	1,307,916	$	0	$	3,942,500	$	20,891	$	151,937	$	6,673,244
	2007	$	1,000,000	$	3,323,119	$	14,742	$	3,500,000	$	2,543,500	$	140,451	$	10,521,812
Philippe P. Dauman	2009	$	2,500,000	$	10,089,381	$	3,219,845	$	12,540,000	$	37,911	$	243,150	$	28,630,287
	2008	$	2,500,000	$	2,615,813	$	0	$	7,885,000	$	74,348	$	296,820	$	13,371,981
	2007	$	2,000,000	$	6,646,194	$	29,484	$	7,000,000	$	16,380	$	264,326	$	15,956,384
Thomas E. Dooley	2009	$	2,000,000	$	8,071,487	$	2,575,876	$	10,032,000	$	31,318	$	11,982	$	22,722,663
	2008	$	2,000,000	$	2,092,655	$	0	$	6,308,000	$	63,817	$	11,532	$	10,476,004
	2007	$	1,600,000	$	5,316,955	$	23,587	$	5,600,000	$	13,957	$	32,809	$	12,587,308
Michael D. Fricklas	2009	$	1,050,000	$	2,357,440	$	643,969	$	2,000,000	$	26,501	$	13,295	$	6,091,205
	2008	$	1,050,000	$	697,329	$	0	$	1,390,300	$	126,832	$	11,950	$	3,276,411
	2007	$	1,084,875	$	4,019,031	$	7,371	$	1,725,000	$	20,415	$	30,125	$	6,886,817
Denise White	2009	$	825,000	$	550,064	$	150,259	$	625,000	$	36,990	$	7,298	$	2,194,611
	2008	$	768,173	$	174,056	$	0	$	410,900	$	18,927	$	74,106	$	1,446,162

(2) Mr. Fricklas’ 2007 base salary includes $41,346 of compensation deferred in accordance with his employment agreement prior to the time his agreement was amended to eliminate the deferral.

(3) Reflects the aggregate grant date fair value of the equity awards granted in the respective year calculated in accordance with FASB ASC Topic 718 – Stock Compensation, not including assumed forfeitures. Grant date fair value assumptions are consistent with those disclosed in the Stock Based Compensation Note to our Consolidated Financial Statements in our 2009, 2008 and 2007 Annual Reports on Form 10-K. The amounts reported in the “Stock Awards” and “Option Awards” columns for 2007 and 2008 in prior years’ proxy statements reflected equity compensation expense recognized in the respective year (not including assumed forfeitures), including expense we incurred in connection with the equity awards granted in the respective year, as well as continuing accounting expense for awards from prior years, in accordance with SEC rules in effect at the time of filing those proxy statements. Therefore, the amounts reported here for 2007 and 2008 are not the same as amounts reported in previous proxy statements for those years.

(4) Represents annual cash bonus amounts under the Senior Executive STIP for performance during the respective year.

(5) Change in pension value only, except as discussed in footnote (7) with respect to Mr. Redstone.

(6) All Other Compensation includes the following amounts received in 2009 by the NEOs:

	Additional Compensation								Perquisites
	Company Match in 401(k) Plan		Company Match in Excess 401(k) Plan		Dividend Equivalents on RSUs Settled in Cash(a)		Life Insurance (b)		Personal Use of Viacom Aircraft(c)		Car Service(d)		Total
Sumner M. Redstone		–		–		–		–		–	$	6,002	$	6,002
Philippe P. Dauman	$	7,350	$	9,958		–	$	5,040	$	205,843	$	14,959	$	243,150
Thomas E. Dooley	$	7,350		–		–	$	4,632		–		–	$	11,982
Michael D. Fricklas	$	7,363		–	$	1,686	$	4,246		–		–	$	13,295
Denise White	$	7,298		–		–		–		–		–	$	7,298

(a) Represents payment of dividend equivalents accrued on RSUs granted by Former Viacom.

(b) Represents the incremental cost of the life insurance policy we provide in accordance with the terms of the NEO’s respective employment agreement above the cost of life insurance that would be provided to employees generally.

(c) The incremental cost of use of our aircraft is calculated by dividing the total variable costs (such as fuel, aircraft maintenance, landing and navigation fees and flight crew expenses) by the total flight hours for such year and multiplying such amount by the individual’s total number of flight hours for non-business use for the year, including flights that were made to reposition the plane in connection with the personal travel from either our New York or Los Angeles locations. Incremental cost does not include certain fixed costs that we incur by virtue of owning the plane. After the reimbursement of certain amounts between CBS and us, there was no net incremental cost attributable to Mr. Redstone.

(d) Represents incremental costs in connection with personal use of car service, including amounts attributable to commuting expenses. For security reasons, we provide Messrs. Redstone and Dauman with a shared car and driver in New York for use by them and other executives and provide Mr. Redstone with a car and driver in his hometown of Los Angeles. The amount shown above for Mr. Redstone reflects our half of the incremental cost of his personal use of the car and driver, the other half of which CBS Corporation reimburses us.

45

An executive’s spouse or other guests may accompany him on business travel, including travel on company aircraft, in company-paid car service, and sharing a hotel room. No amounts are included in the table above for such events since there is little or no incremental cost to us. Other items that may be considered perquisites and for which there is a de minimis or no incremental cost to us include meals provided by our corporate kitchen upon an executive’s request (we do not have an executive dining room), access to the executive fitness room (non-staffed) and occasional receipt of tickets, DVDs and other merchandise related to our businesses.

(7) Mr. Redstone participates in the Viacom Pension Plan and Excess Pension Plan and his change in pension value was $13,061 in 2009, $20,891 in 2008 and $36,022 in 2007. Mr. Redstone’s change in pension value for 2008 has been adjusted to reflect valuation in the form of a single life annuity. The difference between Mr. Redstone’s 2007 change in pension value and the amount shown in the table for 2007 is attributable to the increase in intrinsic value of Mr. Redstone’s stock option equivalents (“SOEs”) held in his deferred compensation account from September 27, 2006, the date on which the cash balance of his account was deemed invested in SOEs. The SOEs had no intrinsic value as of December 31, 2008 or December 31, 2009 and therefore the amounts shown in the table for 2008 and 2009 reflect change in pension value only. We recognized expense of $3,434,279 in 2009, income of $2,803,836 in 2008 and expense of $2,948,638 in 2007 related to the SOEs. For purposes of this table, we treat any increase in the intrinsic value of the SOEs as preferential since other executives and employees do not have the ability to invest their deferred salary in SOEs.

(8) Messrs. Dauman and Dooley did not participate in the Viacom Pension Plan or the Viacom Excess Pension Plan until October 1, 2007. See the “2009 Pension Benefits” table for a discussion on the agreements we have with Messrs. Dauman and Dooley with respect to pension benefits.

(9) Ms. White did not participate in the Viacom Pension Plan or the Viacom Excess Pension Plan until October 1, 2008.

Compensation of Viacom’s Named Executive Officers

Additional detail on the compensation of our NEOs, including decisions made on 2010 compensation, can be found in “Compensation Discussion and Analysis.”

Sumner Redstone

Mr. Redstone became our Executive Chairman of the Board and Founder in January 2006. He was Chief Executive Officer of Former Viacom from 1996 to 2005 and served as Chairman of the Board of Former Viacom beginning in 1987. Mr. Redstone, through NAI, is our controlling stockholder.

Cash Compensation

· 2007. In September 2006, we amended Mr. Redstone’s employment agreement to reduce guaranteed compensation in favor of performance-based compensation. Beginning January 1, 2007, Mr. Redstone’s base salary was reduced from $1.75 million to $1 million and his deferred compensation of $1.3 million per year was eliminated. His target annual cash bonus was reduced from $6.1 million to $3.5 million, subject to the achievement of performance goals established by the Committee.

· 2008. Following his annual merit compensation review by the Committee in February 2008, Mr. Redstone’s base salary was increased to $1.25 million, effective January 1, 2008. His target annual cash bonus was increased to $4.75 million, subject to the achievement of the performance goals established by the Committee. The increase reflected the Committee’s evaluation of Mr. Redstone’s performance as well as its desire to maintain the same relative compensation levels to Mr. Dauman.

· 2009. Mr. Redstone did not receive a salary or target bonus increase in 2009.

Other Provisions of Mr. Redstone’s Employment Agreement

· Provides that Mr. Redstone receive annual equity awards through 2011 that have a target value of $6 million, 50% in stock options and 50% in PSUs.

· Terminable at will by either party.

· For information on the treatment of equity awards and other holdings on termination of employment under various circumstances, see the section entitled “Potential Payments upon Termination or Change-In-Control.”

Philippe Dauman

Mr. Dauman has been our President and Chief Executive Officer since September 5, 2006. From 1993 to 2000, he served in several positions at Former Viacom, including its Deputy Chairman and member of its Executive Committee. He left Former Viacom in connection with the merger with CBS Corporation in 2000.

46

Cash Compensation

· 2007. During 2007, Mr. Dauman’s employment agreement provided that he receive a base salary of $2 million and have a target bonus amount of $7 million, subject to the achievement of performance goals established by the Committee.

· 2008. Following his annual merit compensation review by the Committee in February 2008, Mr. Dauman’s base salary was increased to $2.5 million, effective January 1, 2008. His target annual cash bonus was increased to $9.5 million, subject to the achievement of performance goals established by the Committee. Mr. Dauman’s increase reflected his strong performance as well as the Committee’s desire to pay him at a level more comparable to CEOs at our peer companies.

· 2009. Mr. Dauman did not receive a salary or target bonus increase in 2009.

Other Provisions of Mr. Dauman’s Employment Agreement

· Provides for an employment term of September 5, 2006 to December 31, 2011.

· Provides that Mr. Dauman receive annual equity awards that have a target value of $12 million, 50% in stock options and 50% in PSUs, from 2007 through the end of the agreement.

· Provides for term life insurance in the amount of $5 million.

Thomas Dooley

Mr. Dooley has been our Senior Executive Vice President and Chief Administrative Officer since September 5, 2006 and our Chief Financial Officer since January 1, 2007. From 1980 to 2000, he served in several positions at Former Viacom, including its Deputy Chairman and member of its Executive Committee. He left Former Viacom in connection with the merger with CBS Corporation in 2000.

Cash Compensation

· 2007. During 2007, Mr. Dooley’s employment agreement provided that he receive a base salary of $1.6 million and have a target cash bonus of $5.6 million, subject to the achievement of performance goals established by the Committee.

· 2008. Following his annual merit compensation review by the Committee in February 2008, Mr. Dooley’s base salary was increased to $2 million, effective January 1, 2008. His target annual cash bonus was increased to $7.6 million, subject to the achievement of performance goals established by the Committee. The increase reflected the Committee’s evaluation of Mr. Dooley’s performance as well as its desire to maintain the same relative compensation level to Mr. Dauman.

· 2009. Mr. Dooley did not receive a salary or target bonus increase in 2009.

Other Provisions of Mr. Dooley’s Employment Agreement

· Provides for an employment term of September 5, 2006 to December 31, 2011.

· Provides that Mr. Dooley receive annual equity awards that have a target value of $9.6 million, 50% in stock options and 50% in PSUs.

· Provides for term life insurance in the amount of $5 million.

Michael Fricklas

Mr. Fricklas became our Executive Vice President, General Counsel and Secretary in January 2006. He first joined Former Viacom in 1993 as Senior Vice President and Deputy General Counsel and served as Executive Vice President, General Counsel and Secretary since 2000.

Compensation

· 2007. In March 2007, we amended Mr. Fricklas’ employment agreement and reduced his guaranteed compensation in favor of performance-based compensation. His salary was reduced from $1.5 million to $1 million per year and his deferred compensation of $250,000 per year was eliminated. His target annual cash bonus was increased from $1.51 million to $1.55 million, subject to the achievement of performance goals established by the Committee. He was also awarded a one-time grant of 62,096 RSUs having a value of $2.5 million determined on the date of grant, which vest in three equal annual installments beginning on May 31, 2008.

47

· 2008. Following his annual merit compensation review by the Committee in February 2008, Mr. Fricklas’ base salary was increased to $1.05 million, effective January 1, 2008. His target annual cash bonus was increased to $1.675 million, subject to the achievement of performance goals established by the Committee.

· 2009. Mr. Fricklas did not receive a salary or target bonus increase in 2009.

Other Provisions of Mr. Fricklas’ Employment Agreement

In October 2009, we entered into a new employment agreement with Mr. Fricklas.

· Extends his employment term until June 30, 2013.

· Increases his salary to $1.215 million per year, effective January 1, 2010, and increases his target annual cash bonus to not less than $2.3 million, subject to the achievement of performance goals established by the Committee.

· Provides that he receive annual equity awards with a target value of $3 million.

· Provides for term life insurance in the amount of $5 million.

Denise White

Ms. White became our Executive Vice President, Human Resources and Administration in October 2007. She was previously General Manager at Microsoft’s Entertainment and Devices Division, having first joined Microsoft in 1990.

Compensation

· 2007. During 2007, Ms. White’s employment agreement provided that she receive a base salary of $750,000 and have a target bonus amount of $450,000, prorated from her start date of October 1, 2007. She also received a one-time grant of 30,000 RSUs on October 11, 2007, which vest in three equal annual installments beginning on October 11, 2008.

· 2008. Following her annual merit compensation review by the Committee in July 2008, Ms. White’s base salary was increased to $825,000, effective October 1, 2008, and her target annual cash bonus was increased to $495,000, subject to the achievement of performance goals established by the Committee.

· 2009. Ms. White did not receive a salary or target bonus increase in 2009.

Other Provisions of Ms. White’s Employment Agreement

· Provides for an employment term of October 1, 2007 to September 29, 2010.

· Provides that she receive annual equity awards that have a target value of $700,000.

Generally Applicable Employment Agreement Provisions

The employment agreements of Messrs. Dauman, Dooley and Fricklas and Ms. White generally permit the executive to participate in all arrangements for benefits, business expenses and perquisites available to senior executives of Viacom. Provisions on termination of employment under various circumstances and applicable restrictive covenants are discussed in the section entitled “Potential Payments upon Termination or Change-In-Control.”

48

2009 GRANTS OF PLAN-BASED AWARDS

The table below presents information on our non-equity incentive compensation plan awards and our equity grants to our NEOs under our LTMIP in 2009. The Committee made our annual LTMIP grants to our NEOs and other LTMIP eligible employees in June 2009, except for the PSU grants to Messrs. Redstone, Dauman and Dooley, which are made on January 1 of each year pursuant to the terms of their employment agreements. For additional information on the terms of the grants, see “Compensation Discussion and Analysis—Compensation Program Design—Equity Awards.”

Name	Grant Date	Date of Board Action, if Different from Grant Date(1)	Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Type of Award	Estimated Future Payouts Under Equity Incentive Plan Awards(3)			All Other Stock Awards: Number of Shares of Stock or Units (#)(3)	All Other Option Awards: Number of Securities Underlying Options (#)(3)	Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Stock Option Awards ($)(5)		Intrinsic Value of Option Awards; Value of Stock Awards(6)
			Thresh- old (#)(2)		Target (#)		Maxi- mum (#)			Thresh- old (#)(4)	Target (#)	Maxi- mum (#)
Sumner M. Redstone	1/1/09	9/22/06							PSU	42,421	169,683	509,049	–	–		–	$	6,344,447	$	5,044,676	(7)
	6/3/09	–							SO	–	–	–	–	229,008	$	22.70	$	3,000,005	$	1,609,926
			$	1,187,500	$	4,750,000	$	9,500,000
Philippe P. Dauman	1/1/09	9/4/06							PSU	84,842	339,367	1,018,101	–	–		–	$	12,688,932	$	10,089,381	(7)
	6/3/09	–							SO	–	–	–	–	458,015	$	22.70	$	5,999,997	$	3,219,845
			$	2,375,000	$	9,500,000	$	19,000,000
Thomas E. Dooley	1/1/09	9/4/06							PSU	67,873	271,493	814,479	–	–		–	$	10,151,123	$	8,071,487	(7)
	6/3/09	–							SO	–	–	–	–	366,412	$	22.70	$	4,799,997	$	2,575,876
			$	1,900,000	$	7,600,000	$	15,200,000
Michael D. Fricklas	6/3/09	–							RSU SO	–	–	–	79,295	91,603	$	22.70	$	2,999,996	$	3,001,409
			$	418,750	$	1,675,000	$	3,350,000
Denise White	6/3/09	–							RSU SO	–	–	–	18,502	21,374	$	22.70	$	699,994	$	700,323
			$	123,750	$	495,000	$	990,000

(1) Date of Compensation Committee approval of employment agreement providing for the annual January 1 PSU grants.

(2) Threshold amount is equal to 25% of the target award, which is the minimum amount that could be paid if any bonus amount were earned. Performance below the 25% threshold earns a bonus amount of $0.

(3) The target number of PSUs is determined by dividing the target value of the award by the average closing market price of our Class B common stock for a period of 10 trading days ending on the date of grant. The number of RSUs granted is determined by dividing the target value of the award by the closing market price of our Class B common stock on the date of grant. The number of stock options granted is determined using the Black-Scholes valuation method on the date of grant.

(4) Threshold amount is equal to 25% of the target award, which is the minimum amount that could be paid if the market condition for the PSU awards is met. The maximum award is 300% of the target award.

(5) Grant date fair value assumptions are consistent with those disclosed in Note 11, Stock Based Compensation to our Consolidated Financial Statements in our 2009 Annual Report on Form 10-K. For PSUs, the grant date fair value takes into consideration the performance and market conditions applicable to the grant, and makes certain assumptions about the performance of our stock and that of the companies in the reference group over the measurement period. Factors such as market volatility and possibility of a payout above target can cause dramatic changes in the accounting expense for a PSU award. Accordingly, the expense shown in this column may be significantly higher than the value of the awards determined in accordance with the respective NEO employment agreements.

(6) We believe it is relevant for investors’ understanding of our NEOs’ compensation to present the current value of the awards compared to the grant date fair value, which is the total accounting expense for the 2009 awards that we will recognize over a period of years. This information is for illustrative purposes only to demonstrate the compensation the executive might realize from the awards if they were vested and settled, or for stock options, vested and exercised, using our Class B common stock price of $29.73 as of December 31, 2009. The actual market value of the awards fluctuates daily with the price of our stock. In addition, our stock options and RSUs vest over a period of 4 years and our PSUs have measurement periods of three or more years; therefore, none of the equity awards in the above table have actually vested.

(7) Since PSUs have a multi-year measurement period, this table assumes that the target number of PSUs was received on December 31, 2009. The actual number of PSUs the executive will receive cannot be determined until the end of the measurement period when the relative performance of our stock compared to other companies in the S&P 500 as well as our achievement of the EPS threshold can be determined.

49

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table presents information on the outstanding equity awards, including which portions were vested or unvested, held by our NEOs as of December 31, 2009. Market value amounts are based on the closing price of our Class B common stock of $29.73 on December 31, 2009.

Name	Grant Date	Option Awards							Stock Awards
		Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Sumner M. Redstone	5/4/00	977,218				$	70.3203	5/4/10
	5/23/01	366,456				$	71.9096	5/23/11
	5/22/02	293,165				$	60.7466	5/22/12
	5/21/03	390,887				$	55.6003	5/21/13
	5/19/04	268,734				$	47.5025	5/19/14
	7/1/04	488,609				$	44.7906	7/1/14
	7/1/04	244,304				$	44.7906	7/1/14
	5/29/07	122,850	122,850	(1)		$	43.8600	5/29/15
	6/4/08	65,217	195,653	(2)		$	35.2600	6/4/16
	6/3/09		229,008	(3)		$	22.7000	6/3/17
	1/1/07											56,899(4)	$	1,691,607
	1/1/08											17,155(5)	$	510,018
	1/1/09											42,421(6)	$	1,261,176
Philippe P. Dauman	5/4/00	4,886				$	70.3203	5/4/10
	8/1/00	1,465				$	88.2945	8/1/10
	1/31/01	1,465				$	69.6265	1/31/11
	1/31/02	1,465				$	50.4414	1/31/12
	1/31/03	1,465				$	48.6251	1/31/13
	1/31/04	1,954				$	50.8324	1/31/14
	1/31/05	1,954				$	47.0988	1/31/15
	1/31/06	3,171				$	41.4800	1/31/16
	9/8/06	1,617,251				$	34.4600	9/8/14
	5/29/07	245,700	245,700	(1)		$	43.8600	5/29/15
	6/4/08	130,434	391,305	(2)		$	35.2600	6/4/16
	6/3/09		458,015	(3)		$	22.7000	6/3/17
	9/11/06								71,811(7)	$	2,134,941
	1/1/07											113,796(4)	$	3,383,155
	1/1/08											34,310(5)	$	1,020,036
	1/1/09											84,842(6)	$	2,522,353
Thomas E. Dooley	1/3/06	7,928				$	41.5900	1/3/16
	1/31/06	3,171				$	41.4800	1/31/16
	9/8/06	1,293,801				$	34.4600	9/8/14
	5/29/07	196,560	196,560	(1)		$	43.8600	5/29/15
	6/4/08	104,347	313,044	(2)		$	35.2600	6/4/16
	6/3/09		366,412	(3)		$	22.7000	6/3/17
	9/11/06								57,448(7)	$	1,707,929
	1/1/07