Viacom Board Nears Deal to Keep                    Karmazin Beyond Contract Term
                     By MARTIN PEERS                     Staff Reporter of THE WALL STREET JOURNAL
                     In an unexpected turnabout, Viacom Inc.'s top two executives are near a deal                    that will keep the entertainment giant's top management intact, say people close                    to the situation, ratcheting down the tension and uncertainty that has plagued                    the company for more than a year.
                     Viacom's board met Wednesday afternoon and was expected to discuss a deal                    that would keep Mel Karmazin, the president and chief operating officer,                    beyond the expiration of his contract at the end of this year. Terms of the deal                    weren't known, but it is likely to be a compromise between Mr. Karmazin and                    Viacom Chairman Sumner Redstone, who has said he wants to re-claim some                    power of the company, owner of CBS, MTV and Paramount Pictures.
                     The 79-year-old Mr. Redstone, who owns a controlling stake in Viacom, gave                    Mr. Karmazin effective operating control of the company when the two were                    negotiating Viacom's acquisition of CBS. Mr. Karmazin, 59, was the chief                    executive of CBS before the merger, which was completed in May 2000 and is                    now considered one of the few media mergers that has been a success. Mr.                    Redstone in January said he made a "supreme sacrifice" by giving up a "fair                    degree of my power" to get the deal done but he wants the "prerogatives of                    CEO."
                                      The two have come close to making peace in the past                                     few months but have hit last-minute obstacles. As a                                     result, there was still a chance Wednesday the deal                                     could come apart, these people cautioned. The big                                     question mark was whether Mr. Karmazin would                                     agree to the deal. He has said in the past that he                                     wouldn't agree to a dilution of his power. One person                                     said Mr. Karmazin has been mulling over the                                     agreement for some time, debating whether he wants                                     to keep working with Mr. Redstone, who has sniped                                     at him in numerous meetings with investors over a                                     long period of time.
                                      A deal between the two is likely to cheer investors as Mr. Karmazin is widely respected on Wall Street and                                     inside the company for his tough financial management and his command of operating details. Concerns that                    he might leave Viacom had buffeted the company's stock off and on for over a year.
                     The deal removes a major distraction at a time when Viacom's business is under pressure as the advertising market appears to be                    weakening ahead of the impending war with Iraq. Viacom gets about half its revenue from advertising, making it more exposed than                    most other media companies. In 4 p.m. New York Stock Exchange trading yesterday, Viacom shares were up 29 cents to $38.75                    after being down for much of the day. |