Viacom preparing counterproposal to CBS offer -sources

April 4 (Reuters) - Viacom Inc is preparing a counterproposal to CBS Corp's first share exchange offer of 0.55 CBS shares for every Viacom share, which Viacom found to be inadequate, people familiar with the matter said on Wednesday.

Viacom has not yet decided on the exact share exchange ratio it will ask for, but is expected to seek more than 0.62 CBS shares for every Viacom share, one of the sources said. The counterproposal is expected by Thursday, another of the sources added.

National Amusements Inc, the controlling shareholder of CBS and Viacom, wants Viacom CEO Robert Bakish to be No. 2 in the combined company, the sources said. But CBS CEO Les Moonves, who has offered to run the combined company, wants CBS chief operating officer Joseph Ianniello as No. 2, the sources added.

The sources asked not to be identified because the negotiations are confidential. CBS and Viacom did not immediately respond to requests for comment. (Reporting by Greg Roumeliotis and Jessica Toonkel in New York; Editing by David Gregorio)