Employment Agreement - Leslie Moonves and Viacom Inc.


                                                  As of May 25, 2000


Mr. Leslie Moonves

Re: Employment Agreement
    --------------------

Dear Mr. Moonves:

Reference is hereby made to the employment agreement dated as of May 17, 
1995, as amended as of June 29, 1995, October 16, 1995, January 20, 
1998 and July 5, 1999 (collectively the "Agreement") between you and 
us, in connection with your services for CBS.

You and we have agreed, and do hereby agree, to amend the Agreement as 
follows, effective May 25, 2000:

1. Subparagraph 1(b) of the Agreement is hereby deleted and, in lieu 
thereof, is replaced with the following:

"(b) Executive shall report directly and only to the person who is the
Chief Executive Officer of Viacom Inc. ("Viacom"); provided, however, 
that Executive may report directly to the person who is the Chief 
Operating Officer of Viacom if that person is Mel Karmazin."

2. Subparagraph 1(d) of the Agreement is hereby deleted and, in lieu 
thereof, is replaced with the following:

"So long as this Agreement is not terminated pursuant to paragraph 7 
below and Executive is rendering services hereunder, Executive shall 
provide executive services to CBS in the manner determined by the 
person who is the Chief Executive Officer of Viacom or the Chief 
Operating Officer of Viacom if the Chief Operating Officer is Mel 
Karmazin."

 
Mr. Leslie Moonves
As of May 25, 2000
Page 2

     3. Subparagraph 2(b)(ii) of the Agreement is hereby amended by deleting the
reference to the "Compensation Committee of the CBS Board of Directors" and, in 
lieu thereof, inserting the "Compensation Committee of the Viacom Board of 
Directors."  The remainder of said paragraph shall remain unchanged.

     4. Paragraph 15 of the Agreement is hereby amended by deleting, in the
second sentence of said paragraph, the reference to "Louis J. Briskman,
Executive Vice President and General Counsel" and, in lieu thereof, inserting
"Michael D. Fricklas, Executive Vice President, General Counsel and Secretary".
The remainder of said paragraph (including said second sentence) shall remain
unchanged.

     5. Paragraph 16 of the Agreement is hereby amended by deleting the 
reference to the "Compensation Committee of the CBS Board of Directors" and, in 
lieu thereof, inserting the "Compensation Committee of the Viacom Board of 
Directors" and by adding the following additional grammatical paragraphs at the 
end of said paragraph 16:

     "Executive hereby acknowledges that on or about January 26, 2000, he was
     granted non-qualified stock options to purchase an aggregate of 250,000
     shares of common stock of CBS Corporation under the Plan, as defined above
     in this paragraph 16. Such stock option grant is reflected in and governed
     by a stock option agreement executed by CBS Corporation and Executive whose
     terms are consistent with the terms of the stock option agreements
     applicable to the prior grants by CBS to Executive of 500,000 options on
     June 17, 1997, 290,000 options on July 28, 1997, 250,000 options on 
     January 26, 1999 and 1,000,000 options on June 14, 1999.

     In addition to the foregoing, Viacom has granted to Executive non-qualified
     stock options to purchase an aggregate of 750,000 shares of Viacom Class B
     common stock (the "Viacom Stock Options") under the Viacom 2000 Long-Term 
     Management Incentive Plan (the "2000 LTMIP").  The Viacom Stock Options 
     have an exercise price per share of $54.0625, the fair market value (as
     defined in the 2000 LTMIP) of the Viacom Class B common stock on the grant
     date (May 25, 2000).  Thirty-three and one-third percent of the Viacom
     Stock Options shall vest on the first, second and third anniversaries of 
     the date of grant.  The Viacom Stock Options will expire on May 25, 2010
     (the "Expiration Date").  If Executive's active employment with Viacom or
     any of its subsidiaries

 
Mr. Leslie Moonves
As of May 25, 2000
Page 3

     terminates for any reason other than for cause, the Viacom Stock Options
     will be exercisable in accordance with the following provisions: (i) if
     Executive dies, his outstanding Viacom Stock Options (including any Viacom
     Stock Options that have not vested by the date of death) may be exercised
     by the person who acquires the right to exercise such Viacom Stock Options
     until the earlier of two (2) years after the date of death or the
     Expiration Date; (ii) if Executive's employment is terminated by CBS other
     than for disability or for cause or Executive terminates his employment for
     Good Reason, his outstanding Viacom Stock Options (including any Viacom
     Stock Options that have not vested by the termination date) can be
     exercised by Executive until the earlier of three (3) years after the
     termination date or the Expiration Date; (iii) in the event of Executive's
     Retirement (as defined in the 2000 LTMIP), any outstanding Viacom Stock
     Options that had vested prior to the date of his Retirement may be
     exercised by Executive until the Expiration Date; (iv) in the event of
     Executive's Permanent Disability (as defined in the 2000 LTMIP), any
     outstanding Viacom Stock Options that had vested prior to the date of the
     onset of Permanent Disability can be exercised by Executive until the
     earlier of two (2) years after such date or the Expiration Date; or (v) if
     Executive's employment terminates for any reason other than for cause or as
     a result of death, termination by CBS other than for disability or for
     cause or termination by Executive for Good Reason, Retirement or Permanent
     Disability, any outstanding Viacom Stock Options that had vested by the
     date of such termination of employment can be exercised by Executive until
     the earlier of six (6) months after the date of termination or the
     Expiration Date. The grant of the Viacom Stock Options shall be reflected
     in and governed by a stock option agreement to be executed by Viacom and
     provided to Executive upon his execution of the letter agreement dated as
     of May 25, 2000 amending this agreement. In the event of any inconsistency
     between the provisions of the stock option agreement and the provisions of
     such letter agreement relating to the Viacom Stock Options, the provisions
     of such letter agreement shall control."

 
Mr. Leslie Moonves
As of May 25, 2000
Page 4

     Except as expressly provided hereinabove in this amendatory letter 
agreement, all of the other terms and conditions of the Agreement, as amended 
(including by the Amendment) shall remain unchanged and are hereby in all 
respects ratified and confirmed.

     Please indicate your agreement to the foregoing by signing in the space 
provided below and delivering a copy of this amendatory letter agreement, 
bearing your signature, to the undersigned.

                                   Very truly yours,

                                   CBS BROADCASTING INC.



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

ACCEPTED AND AGREED:


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

Dated: 8/30/00