VIACOM INC
EXHIBIT 10.2 (MOONVES EMPLOYMENT AGMT)
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<FILENAME>moonves_agmt-061405.txt
<DESCRIPTION>EXHIBIT 10.2 (MOONVES EMPLOYMENT AGMT)
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                                                                    Exhibit 10.2

                              [VIACOM LETTERHEAD]


                                          June 14, 2005




Leslie Moonves
c/o Viacom Inc.
1515 Broadway
New York, NY  10036

Dear Mr. Moonves:

     Reference is made to your employment agreement with Viacom Inc. ("Viacom"
or the "Company"), dated July 1, 2004 (your "Employment Agreement"). This letter
expresses our agreement concerning the assignment of your Employment Agreement
to CBSCO (as defined below) on the following terms:

          1.  Viacom has announced that its Board of Directors has approved the
              separation of the Company into two separate businesses (the
              "Business Separation"). The date on which CBSCO becomes a
              separate, publicly-held company is referred to herein as the
              "Effective Date".

          2.  You agree that, notwithstanding any other provision of your
              Employment Agreement but subject to the provisions contained
              herein, Viacom will assign your Employment Agreement to the
              publicly held parent corporation ("CBSCO") if different from
              Viacom, that acquires, at a minimum, the assets (including
              associated contract and intellectual property rights) of (i) CBS,
              CBS Enterprises, the Viacom Station Group, UPN, Infinity Radio
              and Viacom Outdoor, (ii) the worldwide television operations of
              Paramount Pictures Corporation (including Spelling Productions
              Inc.), including, but not limited to, all network and syndicated
              broadcast and cable television production and distribution
              activities now performed by the television operations of
              Paramount Pictures Corporation (collectively, the "Paramount
              Television Operations"), (iii) any other business units managed
              by you on July 1, 2004, and (iv) Showtime Networks, Simon &
              Schuster and Paramount Parks; and CBSCO will unconditionally
              assume all obligations under your Employment Agreement. Upon such
              assignment and assumption, CBSCO will be responsible for all
              obligations of Viacom under your Employment Agreement and Viacom
              will be released from all obligations under your


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Leslie Moonves
June 14, 2005
Page 2



              Employment Agreement. You agree that such assignment shall not
              constitute a breach of your Employment Agreement or provide you
              with "Good Reason" to terminate your employment pursuant to
              paragraph 8(b) of your Employment Agreement.

          3.  In the event of an assignment of your Employment Agreement in
              accordance with the terms and conditions contained herein, it is
              further agreed that each reference to Viacom in your Employment
              Agreement will, as of the Effective Date, refer to CBSCO and that
              your Employment Agreement will, as of the Effective Date, be
              deemed to be amended as follows:

              A. Paragraph 8(b) of your Employment Agreement will be amended to
                 replace clauses (v) through (ix) and the last paragraph of
                 paragraph 8(b) with the following:

                 "(v)    your removal from or any failure to re-elect you as
                         the sole President and Chief Operating Officer of
                         CBSCO (if you commenced serving in that position as
                         of the Effective Date) or, if you are the Chief
                         Executive Officer of CBSCO, as the sole Chief
                         Executive Officer of CBSCO;

                 (vi)    the failure to appoint you as the sole Chief
                         Executive Officer of CBSCO on the earlier to occur
                         of: (A) the date on which Sumner Redstone resigns
                         from the position of Chief Executive Officer (or
                         ceases to hold such position for any reason); and (B)
                         December 31, 2007;

                 (vii)   a change in reporting such that you do not report
                         solely and directly to Sumner Redstone in his
                         capacity as the Chairman and Chief Executive Officer
                         of CBSCO or to CBSCO's Board of Directors before
                         December 31, 2007 or, if earlier, the date on which
                         Sumner Redstone resigns from the position of Chief
                         Executive Officer of CBSCO (or ceases to hold such
                         position for any reason), and, thereafter, a change
                         in reporting such as you do not report to the
                         Chairman of CBSCO or to CBSCO's Board of Directors;
                         or

                  (viii)  any other material breach by CBSCO of its material
                          obligations hereunder.

                  Notwithstanding anything to the contrary in this Agreement,
                  CBSCO may sell or otherwise dispose of any New Business Unit
                  (as defined below); provided, that the aggregate revenues of
                  all New Business Units sold or otherwise disposed of within
                  any six (6) month period during the

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Leslie Moonves
June 14, 2005
Page 3

                  Employment Term do not constitute more than 50% of the
                  aggregate revenues of the New Business Units at such time,
                  based on the CBSCO's most recent quarterly financial
                  statements. In making the calculation described in the proviso
                  in the preceding sentence, CBSCO may include, on a pro forma
                  basis, the revenues of any Potential New Business Unit (as
                  defined below); provided, that, if CBSCO formally abandons
                  (or it receives notification that the other party has formally
                  abandoned) the negotiations relating to CBSCO's acquisition of
                  a Potential New Business Unit whose revenues were included in
                  the calculation referred to in the preceding sentence, CBSCO
                  will promptly notify you of such abandonment and you can, by
                  written notice to CBSCO within thirty (30) business days after
                  CBSCO's notification to you, require the calculation to be
                  made as of the date of such notification without including the
                  revenues of such company. A "New Business Unit" shall mean any
                  business unit of CBSCO including any business unit acquired
                  after the Effective Date but excluding (i) any business unit
                  which was a business unit managed by you prior to the date
                  that you entered into this Agreement, and (ii) the Paramount
                  Television Operations (as defined in paragraph 2 above). A
                  "Potential New Business Unit" shall mean any business unit for
                  which CBSCO is actively negotiating the acquisition under
                  authorization from the CBSCO Board of Directors. "Effective
                  Date" shall have the meaning set forth in that certain letter
                  agreement dated June 14, 2005 between the parties to this
                  Agreement. It is agreed that any sale of a New Business Unit
                  by CBSCO shall be made only after the Board of Directors of
                  CBSCO has meaningfully consulted with you regarding such
                  transaction."

              B.  Paragraph 8(g) of your Employment Agreement will be deleted in
                  its entirety.

          4.  Your outstanding stock options will be adjusted (a) in the same
              manner as other outstanding stock options held by employees of
              CBSCO are adjusted in connection with the Business Separation,
              and (b) in a manner that the Compensation Committee of the Viacom
              Board of Directors determines in good faith would eliminate any
              reduction in the value of your outstanding stock options that
              might otherwise be caused by the Business Separation.

          5.  A.  The number of restricted share units to be awarded to you
                  after the Business Separation will be determined by (a)
                  multiplying the closing price of a share of Viacom Class B
                  Common Stock on the last trading day on the New York Stock
                  Exchange before the Effective Date by 115,000, and (b)
                  dividing this amount by the closing price of a share of Class
                  B Common Stock of CBSCO on the Effective Date or, if the
                  Effective Date is not a trading date, on the first trading day
                  after the Effective Date, on the principal stock exchange on
                  which the stock of CBSCO is traded.

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Leslie Moonves
June 14, 2005
Page 4

              B.  Your Employment Agreement provides that your next grant of
                  restricted share units will be awarded during the first
                  calendar quarter of 2006. It would be desirable for your next
                  grant of restricted share units to be awarded by CBSCO.
                  Accordingly, you agree that, if the Business Separation occurs
                  after the end of the first calendar quarter of 2006 but before
                  the end of the second calendar quarter of 2006, your next
                  award of restricted share units could be granted during the
                  second calendar quarter of 2006; if the Business Separation
                  has not occurred by the end of the second calendar quarter of
                  2006, you will receive your next award of restricted share
                  units from Viacom by the end of the second calendar quarter of
                  2006 and it is expected that such restricted share units will
                  be adjusted by the Compensation Committee in the same manner
                  that the restricted share units to be awarded to you after the
                  Business Separation are adjusted pursuant to paragraph A
                  above. It is acknowledged and agreed that the foregoing will
                  in no way delay the vesting of such restricted share units, as
                  provided for in your Employment Agreement.

          6.  Subject to obtaining required approvals of the Board of Directors
              and the stockholders of CBSCO, any adjustment or change to, or
              adoption of a new, Senior Executive STIP will preserve the
              potential maximum bonus that could be paid under the current
              Senior Executive STIP.

          7.  It is our current expectation that CBSCO will adopt benefits
              plans, retirement plans and other similar plans in order to
              provide you with benefits comparable to the benefits currently
              available to you; adoption of such plans would, among other
              things, be subject to obtaining required approvals of the Board
              of Directors and stockholders of CBSCO. The foregoing shall in no
              way limit any specific benefits provided to you pursuant to your
              Employment Agreement.

          8.  Except as expressly provided for herein, your Employment
              Agreement will not be modified and will continue in full force
              and effect in accordance with its terms and nothing contained
              herein will in any way preclude you from disputing any actions
              taken by the Company in violation of this letter agreement or
              your Employment Agreement. In addition, this letter agreement
              will not be deemed to be a waiver of any term or condition of
              your Employment Agreement except as expressly provided for
              herein.


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Leslie Moonves
June 14, 2005
Page 5


     Please sign, date and return all four (4) copies of this letter agreement
to the undersigned for execution on behalf of Viacom; after this letter
agreement has been executed by Viacom and a fully executed copy returned to you,
it will constitute a binding amendment to your Employment Agreement.

                                          Very truly yours,

                                          VIACOM INC.



                                          By:  /s/ William A. Roskin
                                             ----------------------------------
                                             Name:    William A. Roskin
                                             Title:   Executive Vice President,
                                                      Human Resources and
                                                      Administration


ACCEPTED AND AGREED:


 /s/ Leslie Moonves
-------------------------
     Leslie Moonves

Dated:  June 14, 2005
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