SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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[ ]  Soliciting Material pursuant to Rule 14a-11(c) or 14a-12

                               WESTWOOD ONE, INC.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

                               WESTWOOD ONE, INC.
--------------------------------------------------------------------------------
                   (Name of Person(s) Filing Proxy Statement)

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Dear Shareholders:

     Enclosed  with this  letter  is a Proxy  Statement  and proxy  card for the
Annual Meeting of  Shareholders of Westwood One, Inc. (the "Company") to be held
on May 29, 2002 at 10:00 a.m.,  Pacific  Time,  in Studio 3 of the W Los Angeles
Hotel, 930 Hilgard Avenue, Los Angeles, CA 90024. A copy of the Company's Annual
Report on Form 10-K for the year ended December 31, 2001,  which report contains
consolidated financial statements and other information of interest with respect
to the Company and its shareholders, is also included with this mailing.

     The purpose of the Annual  Meeting is to elect three  directors,  to ratify
the selection of the Company's  independent  accountants,  to authorize a letter
agreement entered into between the Company and Infinity Broadcasting Corporation
("Infinity")  which  extends the terms of, and makes other  changes to,  certain
agreements between the Company and Infinity, and which provides for the issuance
to  Infinity  of warrants  to acquire up to  4,500,000  shares of the  Company's
Common  Stock  subject to certain  performance-based  thresholds,  to approve an
amendment to the Company's  certificate of  incorporation  which  eliminates the
requirement that all directors entitled to be elected by holders of Common Stock
voting alone must be Class III directors  and to conduct such other  business as
may  properly   come  before  the  meeting.   We  are   soliciting   shareholder
authorization  of the letter  agreement  with  Infinity  as a result of Delaware
General  Corporation  Law. At the Annual  Meeting,  the holders of Common Stock,
voting alone, will elect one member of the Company's Board of Directors. Holders
of Common Stock and Class B Stock,  voting  together,  will elect two members of
the  Company's  Board  of  Directors,  ratify  the  selection  of the  Company's
independent  accountants,  act on the  proposal to approve the  amendment to the
Company's  certificate of  incorporation  and conduct such other business as may
properly  come  before the  meeting.  Holders of Common  Stock and Class B Stock
voting together,  excluding shares owned by Infinity or its affiliates, will act
on the proposal to approve the letter agreement.

     IT IS IMPORTANT  THAT YOU MARK,  SIGN,  DATE AND RETURN THE ENCLOSED  PROXY
CARD IN THE PROVIDED POSTAGE-PAID ENVELOPE IF YOU DO NOT INTEND TO BE PRESENT AT
THE MEETING.  IF YOU DO LATER DECIDE TO ATTEND, YOUR PROXY WILL AUTOMATICALLY BE
REVOKED IF YOU VOTE IN PERSON.  ACCORDINGLY,  YOU ARE URGED TO MARK,  SIGN, DATE
AND  RETURN  THE  PROXY  CARD  NOW IN ORDER  TO  ENSURE  THAT  YOUR  SHARES  ARE
REPRESENTED AT THE MEETING.

      We appreciate your continued support.

                                              Sincerely,

                                              WESTWOOD ONE, INC.



                                              Norman J. Pattiz
                                              Chairman of the Board


April 29, 2002


                               WESTWOOD ONE, INC.
                         40 West 57th Street, 5th Floor
                               New York, NY 10019


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                           To Be Held on May 29, 2002

To Our Shareholders:

     The  Annual  Meeting  of  the  Shareholders  of  Westwood  One,  Inc.  (the
"Company")  will be held in Studio 3 of the W Los  Angeles  Hotel,  930  Hilgard
Avenue, Los Angeles,  CA 90024, on May 29, 2002 at 10:00 a.m., Pacific Time, for
the following purposes:

(1)  To elect three members of the Company's Board of Directors;

(2)  To ratify the  selection  of  PricewaterhouseCoopers  LLP as the  Company's
     independent accountants for the fiscal year ending December 31, 2002;

(3)  To  authorize  a  letter   agreement   between  the  Company  and  Infinity
     Broadcasting Corporation ("Infinity"), which extends through March 31, 2009
     certain  existing  agreements  between the Company and Infinity which would
     otherwise  expire  on March  31,  2004 and  makes  other  changes  to those
     agreements  and which  provides for the issuance of warrants to purchase up
     to an aggregate of 4,500,000  shares of the Company's  Common Stock subject
     to certain performance-based thresholds;

(4)  To approve an amendment to the Company's certificate of incorporation which
     eliminates  the  requirement  that all directors  entitled to be elected by
     holders of Common Stock voting alone must be Class III directors; and

(5)  To consider and act upon such other  business as may  properly  come before
     the meeting.

     Shareholders  of record at the close of  business on April 12, 2002 will be
entitled  to notice  of and to vote at the  Annual  Meeting,  and a list of such
shareholders will be available for examination during ordinary business hours at
least ten days prior to the Annual Meeting by any  shareholder,  for any purpose
germane to the  Annual  Meeting,  at the  Company's  offices at 9540  Washington
Boulevard, Culver City, California 90232 (telephone (310) 204-5000).

     Whether or not you intend to be present at the meeting,  please mark, date,
sign and mail  the  enclosed  proxy in the  provided  postage-paid  envelope  as
promptly as possible. You are cordially invited to attend the Annual Meeting and
your proxy will be revoked if you are present and vote in person.


                                        By Order of the Board of Directors



                                        Gary J. Yusko
                                        Secretary

April 29, 2002




                               WESTWOOD ONE, INC.
                         40 West 57th Street, 5th Floor
                               New York, NY 10019


                                 Proxy Statement

                                     GENERAL

     This proxy  statement  (first mailed to  shareholders on or about April 29,
2002) is furnished in connection  with the  solicitation  of proxies by Westwood
One, Inc., a Delaware corporation (the "Company"), for use at the Annual Meeting
of Shareholders of the Company to be held on May 29, 2002 at 10:00 a.m., Pacific
Time, in Studio 3 of the W Los Angeles Hotel,  930 Hilgard Avenue,  Los Angeles,
CA  90024,  and any  adjournments  thereof,  for the  purposes  set forth in the
accompanying Notice of Annual Meeting of Shareholders.

     The Company's  Annual  Report on Form 10-K for the year ended  December 31,
2001,  including   consolidated  financial  statements  and  other  information,
accompanies  this  Proxy  Statement  but  does  not  form  a part  of the  proxy
soliciting material.
                                ABOUT THE MEETING

What is the purpose of the annual meeting?

     At our annual meeting,  shareholders  will act upon the matters outlined in
the Notice of Annual Meeting of Shareholders  accompanying this proxy statement,
including the election of directors,  the  ratification  of the selection of the
Company's  independent  accountants,  the  authorization  of a letter  agreement
entered  into  between  the  Company  and  Infinity   Broadcasting   Corporation
("Infinity") on April 15, 2002 (the "Letter  Agreement") which extends the terms
of, and makes  other  changes  to,  certain  agreements  between the Company and
Infinity, and provides for the issuance to Infinity of warrants to acquire up to
4,500,000   shares  of  the   Company's   Common   Stock   subject   to  certain
performance-based  thresholds,  the approval of an  amendment  to the  Company's
certificate of incorporation and such other business as may properly come before
the  meeting.  In addition,  management  will report on the  performance  of the
Company during 2001 and respond to questions from shareholders.

Who is entitled to vote at the meeting?

     Only shareholders of record at the close of business on April 12, 2002, the
record  date  for  the  meeting,  are  entitled  to  receive  notice  of  and to
participate in the annual  meeting.  If you were a shareholder of record on that
date,  you will be entitled to vote all of the shares that you held on that date
at the meeting,  or any postponements or adjournments of the meeting.  As of the
record date, there were 106,610,947  shares of Common Stock,  excluding treasury
shares, and 703,466 shares of Class B Stock outstanding.

What are the voting rights of holders of the Company's  Common Stock and Class B
Stock?

     Under  the  Company's   certificate  of   incorporation,   each  holder  of
outstanding  Common  Stock is  entitled  to cast one (1) vote for each  share of
Common Stock held by such holder and each holder of Class B Stock is entitled to
cast fifty (50) votes for each share of Class B Stock held by such holder.  Only
the Common Stock is publicly traded.

Who can attend the meeting?

     All  shareholders  as of the record date, or their duly appointed  proxies,
may attend the  meeting.  If you  attend,  please note that  cameras,  recording
devices and other electronic devices will not be permitted at the meeting.

     Please  also note that if you hold your  shares in "street  name" (that is,
through a broker or other nominee), you will need to bring a copy of a brokerage
statement reflecting your stock ownership as of the record date in order to gain
entrance.


                                       1


What constitutes a quorum?

     With  respect to the  election of the director to be elected by the holders
of the Common Stock voting alone,  the presence at the meeting,  in person or by
proxy,  of the  holders  of at least  one-third  of the  shares of Common  Stock
outstanding on the record date and the presence at the meeting,  in person or by
proxy, of the holders of a majority of the aggregate  voting power of the Common
Stock and the Class B Stock  outstanding  on the record date will  constitute  a
quorum,  permitting  the holders of Common  Stock to take action on that matter.
With respect to all other matters to be voted on at the meeting, the presence at
the  meeting,  in  person or by  proxy,  of the  holders  of a  majority  of the
aggregate voting power of the Common Stock and the Class B Stock  outstanding on
the record date will  constitute a quorum,  permitting the  shareholders to take
action on those  matters.

     Proxies  received but marked as  abstentions  and broker  non-votes will be
included in the  calculation of the number of votes  considered to be present at
the meeting for purposes of determining a quorum.

How do I vote?

     If you complete and properly sign and date the accompanying  proxy card and
return  it to the  Company,  it  will  be  voted  as you  direct.  If you  are a
registered  shareholder  and attend the meeting,  you may deliver your completed
proxy card in person. "Street name" shareholders who wish to vote at the meeting
will need to obtain a proxy form from the institution that holds their shares.

Why has the Company extended its agreements with Infinity at this time?

     The Board of Directors believes that Infinity has demonstrated its skill in
providing  management  services  and  that  extending  the  existing  agreements
provides the Company with the  opportunity to secure such services at reasonable
rates for a long term.  The Board of  Directors  of the  Company  believes  that
Infinity's knowledge and experience of the Company's business, together with its
demonstrated skill, makes it uniquely qualified to perform these services.

     In addition,  the Board of  Directors  has taken into account the fact that
Infinity  will  not  continue  to  provide  important   programming  or  provide
distribution  of the  Company's  programming  in the  absence of the  Management
Agreement  after  March 31,  2004 and that  these  relationships  are  extremely
important   for  the   Company.   [SEE  "CERTAIN   RELATIONSHIPS   AND  RELATED
TRANSACTIONS".)  The  Board  of  Directors  also  believes  that  the  Company's
relationship  with  Infinity  has  increased  and will  continue to increase the
Company's  ability to enter into  relationships  with  Infinity  radio  stations
having significant listening audiences in each of the top radio markets, thereby
increasing  the  Company's  ability  to sell  advertising  at  favorable  rates.
Moreover,  the Board of Directors  believes that the relationship  with Infinity
has provided and will continue to provide the Company with greater access to the
significant radio talent and programming that Infinity is able to obtain through
its considerable resources.

Why is the Company proposing to amend the certificate of incorporation?

     The Company is  proposing  to amend the  certificate  of  incorporation  to
delete a sentence that requires that all directors  elected by holders of Common
Stock separately be members of Class III of the Board of Directors. The Board of
Directors  believes  that it is in the best  interests  of the  Company  and its
shareholders to have the directors elected solely by the holders of Common Stock
spread  among  the  classes  of  directors,  as is  consistent  with the  actual
historical practice of the Company.

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

     Yes. Even after you have submitted your proxy,  you may change your vote at
any time  before the proxy is  exercised  by filing  with the  Secretary  of the


                                       2



Company  either a notice of revocation or a duly executed  proxy bearing a later
date.  In  addition,  the powers of the proxy  holders  will be suspended if you
attend the meeting in person and vote, although attendance at the meeting
will not by itself revoke a previously granted proxy.

What are the Board's recommendations?

     Unless you give other instructions on your proxy card, the persons named as
proxy holders on the proxy card will vote in accordance with the recommendations
of the Board of Directors. The Board's recommendation is set forth together with
the  description  of each item in this proxy  statement.  In summary,  the Board
recommends a vote:

o    FOR the election of the nominated directors;
o    FOR  ratification of the appointment of  PricewaterhouseCoopers  LLP as the
     Company's independent accountants for fiscal 2002;
o    FOR  authorization of the Letter Agreement between the Company and Infinity
     which extends the terms of, and makes other changes to, certain  agreements
     entered into between the Company and Infinity and provides for the issuance
     of warrants to Infinity; and
o    FOR approval of an amendment to the Company's  certificate of incorporation
     which eliminates the requirement that all directors  entitled to be elected
     by holders of Common Stock voting alone must be Class III directors.

     Management is not aware of any matters,  other than those specified  above,
that will be  presented  for  action  at the  annual  meeting,  but if any other
matters do properly  come before the  meeting,  the proxy  holders  will vote as
recommended  by the Board of Directors  or, if no  recommendation  is given,  in
their own discretion.

What vote is required to approve each item?

     With respect to each matter to be voted on other than the  authorization of
the Letter  Agreement  and the approval of the amendment to the  certificate  of
incorporation,  the  affirmative  vote of a majority of the votes entitled to be
cast and  represented  in person or by proxy at the meeting  will be required to
approve  each such  matter.  With  respect to the vote on the  Letter  Agreement
between  the  Company  and  Infinity,  the  affirmative  vote  of 66 2/3% of the
outstanding  voting  stock of the Company  which is not owned by Infinity or its
affiliates will be required to authorize the Letter  Agreement.  With respect to
the vote on the amendment to the certificate of  incorporation,  the affirmative
vote of a majority of the votes  entitled to be cast will be required to approve
the amendment.  Other than with respect to the election of Mr. Greenberg, on all
matters  proposed  the  Common  Stock and the Class B Stock vote  together  as a
class.  With  respect to the election of Mr.  Greenberg,  the Common Stock votes
separately  as a class and the Class B Stock is not entitled to vote. A properly
executed proxy marked  "WITHHOLD  AUTHORITY" with respect to the election of one
or more  directors  will not be voted with  respect to the director or directors
indicated, although it will be counted for purposes of determining whether there
is a quorum. A properly executed proxy marked "ABSTAIN" with respect to any such
matter  will  not be  voted,  although  it  will  be  counted  for  purposes  of
determining whether there is a quorum.  Accordingly, an abstention will have the
effect of a negative vote.

     If you hold your shares in "street name" through a broker or other nominee,
your broker or nominee may not be permitted to exercise  voting  discretion with
respect to some or all of the matters to be acted upon. Thus, if you do not give
your broker or nominee  specific  instructions,  your shares may not be voted on
those  matters  and will not be  counted  in  determining  the  number of shares
necessary for approval.  Shares  represented  by such "broker  non-votes"  will,
however, be counted in determining whether there is a quorum.

What is beneficial ownership?

     Beneficial  ownership has been  determined  in  accordance  with Rule 13d-3
under the  Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act").
Under this Rule,  certain shares may be deemed to be beneficially  owned by more
than one person (such as where persons share voting power or investment  power).
In  addition,  shares  are  deemed to be  beneficially  owned by a person if the
person has the right to acquire the shares  (for  example,  upon  exercise of an
option) within 60 days of the date as of which the  information is provided;  in
computing  the  percentage  of  ownership  of any  person,  the amount of shares
outstanding is deemed to include the amount of shares beneficially owned by such
person  (and only such  person)  by reason  of these  acquisition  rights.  As a
result,  the  percentage  of  outstanding  shares of any  person as shown in the
following table does not necessarily reflect the person's actual voting power at
any particular date.


                                       3



How much stock do the Company's largest shareholders and directors and executive
officers own?

     The  following  table shows the amount of the  Company's  Common  Stock and
Class B Stock  beneficially  owned (unless  otherwise  indicated) by our largest
shareholders (those who own more than 5% of the outstanding shares),  directors,
the executive officers named in the Executive  Compensation  Summary Table below
and those  directors  and  executive  officers as a group.  Except as  otherwise
indicated,  all  information  is as of April 12, 2002. At April 12, 2002,  there
were 106,610,947  shares of Common Stock outstanding and 703,466 shares of Class
B Stock outstanding.


                                                                                                 

                                                           Aggregate Number of Shares Beneficially Owned (1)
                                                           -------------------------------------------------

                                                              Common Stock                      Class B Stock
                                                              ------------                      -------------
                                                        Number            Percent          Number            Percent
                                                        ------            -------          ------            -------
Infinity Network, Inc., a subsidiary of
  Infinity Broadcasting Corporation (2)             17,000,000 (4)         15.8%              -                 -
  40 West 57th Street
  New York, NY  10019
Putnam Investments, Inc. (2)                         9,808,210 (5)          9.2%              -                 -
  One Post Office Square
  Boston, MA  02109
The TCW Group, Inc. (2)                              5,545,068 (6)          5.2%              -                 -
  865 South Figueroa Street
  Los Angeles, CA  90017
David I. Saperstein                                  8,184,314 (8)          7.6%              -                 -
  P.O. Box 10719
  Beverly Hills, CA  90213
Norman J. Pattiz (3)                                   457,330 (9)           *             703,380            99.9%
  9540 Washington Blvd.
  Culver City, CA  90232
David L. Dennis                                        119,210 (10)          *                -                 -
Gerald Greenberg                                         2,000               *                -                 -
Joel Hollander                                         179,200 (12)          *                -                 -
Dennis F. Holt                                          40,000               *                -                 -
Maria D. Hummer                                          7,000               *                -                 -
Mel Karmazin                                         1,948,200 (14)         1.8%              -                 -
Steven A. Lerman                                        50,000               *                -                 -
Joseph B. Smith                                          6,000               *                -                 -
Farid Suleman                                        1,520,000 (15)         1.4%              -                 -
All Current Directors and Executive                 12,513,254 (16)        11.2%           703,380            99.9%
  Officers as a Group (11 persons)


_____________________
*    Represents less than one percent (1%) of the Company's  outstanding  shares
     of Common Stock.
(1)  The  persons  in the table  have sole  voting  and  investment  power  with
     respects to all shares of Common Stock and Class B Stock,  unless otherwise
     indicated.
(2)  Tabular  information  and  footnotes  4,  5, 6 and 7 based  on  information
     contained in the most recent Schedule 13D/13G filings and other information
     made  available  to the Company.  The shares  indicated as held by Infinity
     Network, Inc. are indirectly held by Infinity Media Corporation through its
     ownership  of 100% of the  outstanding  stock of  Infinity  Network,  Inc.,
     indirectly  held by Infinity  through its 100% ownership of the outstanding
     stock of Infinity Media  Corporation,  and  indirectly  held by Viacom Inc.
     ("Viacom")  through  its  ownership  of 100% of the  outstanding  stock  of
     Infinity.  NAIRI Inc. owns approximately 68% of the voting stock of Viacom,
     which in turn is a wholly owned  subsidiary  of National  Amusements,  Inc.
     Beneficial  ownership may also be attributed to Sumner M. Redstone,  as Mr.
     Redstone  is the  chairman  of the  Board  and the  beneficial  owner  of a
     controlling interest in National Amusements, Inc.
(3)  Mr.  Pattiz owned Common Stock and Class B Stock  representing  approximate
     24.8% of the total voting power of the Company as of April 12, 2002.
(4)  Includes  1,000,000 shares which may currently be acquired upon exercise of
     warrants at an exercise price of $12.50 per share.
(5)  Putnam  Investments,  Inc. as an  investment  advisor has no sole voting or
     dispositive  power, but has shared  dispositive  power for 9,808,210 shares
     and shared voting power for 328,550 of such shares.
(6)  The TCW  Group,  Inc.,  as an  investment  advisor,  has no sole  voting or
     dispositive  power,  but has shared  voting and  dispositive  power of such
     shares.


                                       4


(7)  Goldman  Sachs  Asset  Management  has sole  voting  power with  respect to
     3,212,168  shares,   shared  voting  power  for  1,971,740   shares,   sole
     dispositive  power with respect to 3,477,238 shares and shared  dispositive
     power with respect to 1,971,740 shares.
(8)  Includes stock options for 600,000 shares granted by Metro  Networks,  Inc.
     ("Metro")  prior to its merger  with the  Company on  September  22,  1999,
     10,000 shares granted under the Company's Amended 1999 Stock Incentive Plan
     (the "1999 Plan") and 952,100 shares held by certain  charitable  trusts of
     which Mr.  Saperstein is trustee.  Does not include  746,985 shares held by
     certain  trusts  created  for the  benefit  of Mr.  Saperstein's  children,
     beneficial ownership of which Mr. Saperstein disclaims. Mr. Saperstein, who
     is currently a Class III director,  has chosen not to stand for  reelection
     to the Board of Directors.
(9)  Includes stock options for 404,000 shares granted under the 1999 Plan.
(10) Includes  stock  options  for 90,000  shares  granted  under the  Company's
     Amended Stock  Incentive  Plans.  Does not include 4,000 shares held by Mr.
     Dennis as custodian  for his  children,  beneficial  ownership of which Mr.
     Dennis disclaims.
(11) Represents  stock  options  granted  under  the  Company's   Amended  Stock
     Incentive Plans.
(12) Includes stock options for 160,000 shares granted under the 1999 Plan.
(13) Includes stock options for 2,000 shares granted under the 1999 Plan.
(14) Includes  stock  options for 1,896,000  shares  granted under the Company's
     Amended Stock Incentive Plans.
(15) Includes  stock  options for 1,420,000  shares  granted under the Company's
     Amended Stock Incentive Plans.
(16) Includes  stock  options for 4,680,000  shares  granted under the Company's
     Amended Stock Incentive Plans.


                       PROPOSAL 1 - ELECTION OF DIRECTORS
                       ----------------------------------

How is the Board of Directors structured and what are their terms?

     The Board of  Directors  is divided  into three  classes  (Class I, II, and
III), each class serving for three-year terms, which terms do not coincide.  The
Board of Directors currently is comprised of eleven individuals,  one of whom is
a Class III member who is not standing for  reelection.  However,  the Company's
Bylaws  have been  amended to  increase  the size of the Board of  Directors  to
thirteen.  When such vacancies are filled, an additional  director will be added
to each different  Class.  Only one class of directors is elected at each annual
meeting.  Of the  directors,  at  least  33  1/3%  must be  independent  outside
directors.  Pursuant to the Company's  certificate of incorporation,  holders of
Common  Stock,  voting  alone,  have  the  right to  elect  20% of the  Board of
Directors, which is currently three directors. However, it is currently intended
that  the  holders  of the  Common  Stock  will  vote  alone  to  elect  all the
independent  directors,  at least one of whom will be elected each year,  as set
forth below. The remaining  members of the Board are elected by all shareholders
voting together as a single class.

     At the annual meeting,  holders of Common Stock,  voting alone,  will elect
the  independent  Class III  director,  and holders of Common  Stock and Class B
Stock, voting together, will elect the other Class III directors, for three-year
terms, until their successors are elected and qualified.  The Board of Directors
intends to nominate Gerald Greenberg (the independent director),  Joel Hollander
and  Steven  Lerman  to serve  three-year  terms  ending in 2005.  All  nominees
currently  serve  as  Class  III  directors  of the  Company.  Unless  otherwise
indicated on any proxy,  the persons named as proxy voters on the enclosed proxy
card intend to vote the stock represented by each proxy to elect these nominees.
The nominees are willing to serve as directors,  but should any or all refuse to
or be unable to serve,  the named proxy  holders will vote for one or more other
persons nominated by the Board of Directors. David Saperstein, currently a Class
III director, chose not to stand for reelection at the end of his current term.

     The election of Mr.  Greenberg,  Mr.  Hollander and Mr. Lerman will require
the  affirmative  vote of a  majority  of the  votes  entitled  to be  cast  and
represented  in person or by proxy at the meeting.  With respect to the election
of Mr.  Hollander  and Mr.  Lerman,  the Common Stock and the Class B Stock vote
together as a class. With respect to the election of Mr.  Greenberg,  the Common
Stock votes separately as a class and the Class B Stock is not entitled to vote.

     THE BOARD OF DIRECTORS  RECOMMENDS THAT  SHAREHOLDERS VOTE FOR THE ELECTION
OF GERALD GREENBERG, JOEL HOLLANDER AND STEVEN LERMAN AS CLASS III DIRECTORS.

                                       5



Who  are  the  current  Board  members  and  what  are  their   backgrounds  and
qualifications?

     The continuing directors and nominees for director of the Company are:

                                                    Director             Term
           Name                             Age      Since      Class   Expires
           ----                             ---     --------    -----   -------
     Norman J. Pattiz                        59       1974        I       2004
     Mel Karmazin                            58       1994        I       2004
     Joseph B. Smith   (Independent)         74       1994        I       2004
     Dennis F. Holt                          65       1999        I       2004
     Farid Suleman                           50       1994       II       2003
     David L. Dennis   (Independent)         53       1994       II       2003
     Maria D. Hummer   (Independent)         57       2000       II       2003
     Gerald Greenberg  (Independent)         59       1994       III      2002
     Steven A. Lerman                        55       1995       III      2002
     Joel Hollander                          46       1999       III      2002

     The principal  occupations of the three  director  nominees and each of the
other seven continuing directors are as follows:

     Mr.  Pattiz - founded  the  Company  in 1974 and has held the  position  of
Chairman of the Board since that time. He was also the Company's Chief Executive
Officer until February 3, 1994. Mr. Pattiz has served on the Broadcasting  Board
of  Governors  of  the  United  States  of  America,  which  oversees  all  U.S.
non-military  international  broadcasting  since  November 2000. Mr. Pattiz is a
Regent of the  University of California  and is also past President and a member
of the Executive Board of the Broadcast Education Association,  a trustee of the
Museum of Television & Radio, the Hollywood Radio and Television  Society and is
a  member  of the  Board  of  the  Annenberg  School  for  Communication  at the
University of Southern  California  ("USC"). He also serves on California's 21st
Century Infrastructure Commission.

     Mr.  Karmazin - has been a director of the Company since  February 3, 1994.
Mr. Karmazin was also President and Chief Executive  Officer of the Company from
February 3, 1994 until October 8, 1998. Mr.  Karmazin has been the president and
chief  operating  officer  of  Viacom  since May 2000.  Mr.  Karmazin  served as
president and chief executive  officer of CBS  Corporation  ("CBS") from January
1999 to May 2000,  and served as president  and chief  operating  officer of CBS
from April 1998 to December 1998. Mr. Karmazin was also the Chairman,  President
and Chief  Executive  Officer of Infinity from  September 1998 to February 2001.
Mr. Karmazin joined CBS in December 1996 as chairman and chief executive officer
of CBS  Radio.  In May 1997,  he also  assumed  responsibility  for CBS's  owned
television  stations and became chairman and chief executive  officer of the CBS
Station Group (Radio &  Television).  Prior to joining CBS, he was president and
chief  executive  officer of Infinity from 1981 until its  acquisition by CBS in
December 1996. Mr.  Karmazin was a director of CBS before its merger with Viacom
and a director of Infinity  before its merger with  Viacom.  He is a director of
Viacom,  Blockbuster and of the New York Stock Exchange and Vice Chairman of the
Board of Trustees of the Museum of Television and Radio.

     Mr. Smith - has been a director of the Company  since May 24, 1994.  He was
previously a director of the Company from February 1984 until  February 3, 1994.
Since April 1993, Mr. Smith has been the President of Unison Productions,  Inc.,
through  which he  serves  as an  industry  consultant  involved  in a number of
projects in the entertainment business.

     Mr.  Holt - was  appointed  to the Board of  Directors  of the  Company  on
September  22, 1999.  Mr. Holt was a director of Metro from October 1996 through
September 22, 1999. Mr. Holt has been the Chairman and Chief  Executive  Officer
of Patriot  Communications LLC since March 1999.  Patriot  Communications LLC is
one of the largest  telecommunications  service bureaus in the U.S. Mr. Holt was
also  the  Chairman  and  Founder  of   Initiative   Media   (formerly   Western
International  Media  Corporation)  from  founding  the company in 1970  through
January 2002. Mr. Holt is a director of United Online;  USC Annenberg School for
Communication;  USC School of  Policy,  Planning  and  Development;  St.  John's
Hospital;  The John Douglas French Alzheimer's  Foundation;  and the Los Angeles
Police  Foundation.  Mr. Holt also  serves as a member of Skull and Dagger,  the
Silver  Shield  Foundation,  the  SKIRBALL  Cultural  Center,  and the  National
Advisory Council of the Autry Museum. Mr. Holt is an associate of the California
Institute of Technology. Mr. Holt was also awarded the Horatio Alger Association
award in 1998.

                                       6




     Mr.  Suleman - has been a director of the Company  since  February 1994 and
was the Company's  Executive  Vice  President and Chief  Financial  Officer from
February 1994 to March 31, 2002. Mr. Suleman has been a Special  Limited Partner
with  Forstmann  Little & Co.  since  March  2002.  He was  President  and Chief
Executive Officer of Infinity from February 2001 to March 2002. He was Executive
Vice President,  Chief Financial  Officer,  Treasurer and a director of Infinity
from September  1998 to February 2001 when Infinity was acquired by Viacom.  Mr.
Suleman was named the Senior Vice  President,  Finance of CBS in August 1998 and
Senior Vice  President and Chief  Financial  Officer of the CBS Station Group in
June 1997. In May 2000, CBS Corporation merged into Viacom. From January 1997 to
June 1997, he served as Senior Vice President and Chief Financial Officer of CBS
Radio.  From 1986 until its acquisition by CBS in December 1996, Mr. Suleman was
Vice President, Finance, Chief Financial Officer and a director of Infinity.

     Mr.  Dennis - has been a director of the Company  since May 24,  1994.  Mr.
Dennis has served as Vice  Chairman,  Office of the President,  Chief  Corporate
Officer and Chief Financial  Officer of Tenet  Healthcare,  a hospital owner and
healthcare  provider,  since March 2000. Mr. Dennis served as Managing Director,
Investment Banking for Donaldson,  Lufkin & Jenrette Securities Corporation from
April 1989 to February 2000.

     Ms. Hummer - has been a director of the Company  since March 29, 2000.  Ms.
Hummer has been Of Counsel to Manatt, Phelps & Phillips, LLP ("Manatt, Phelps"),
a law firm with offices in Los Angeles, Orange County, Palo Alto, Sacramento and
Washington  D.C., since January 1999. Prior to January of 1999, Ms. Hummer was a
partner with Manatt,  Phelps holding the positions of Chairman of the Management
Committee  and  Co-Managing  Partner.  Ms.  Hummer is  currently on the Board of
Trustees,  CNI Charter  Funds;  Board of  Directors,  Los Angeles  World Affairs
Counsel;  Board of Directors,  The Music Center of Los Angeles County;  Board of
Trustees,  Scripps College; Board of Trustees,  UCLA/Armand Hammer Museum of Art
and  Cultural  Center;  Board of Trustees,  Mount St.  Mary's  College;  Woman's
Leaderships   Board  of  The  John  F.  Kennedy  School  of   Government-Harvard
University; Board of Directors, Children's Institute International; and Board of
Directors, The Regency Club. Ms. Hummer is also a member of The Committee of 200
and the National Women's Forum.

     Mr.  Greenberg  - has been a director of the  Company  since May 24,  1994.
Since  February  2001,  Mr.   Greenberg  has  been  President  of  Mirage  Music
Entertainment, a company which owns the Mirage Record label and the Dream Street
Theatrical Group, a theatrical  production  company.  From April 1993 to January
2001, Mr.  Greenberg  served as President of MJJ Music,  a Michael  Jackson/Sony
owned record label.

     Mr. Lerman - has been a director of the Company since April 19, 1995. Since
1986,  Mr.  Lerman  has  been a  member  of the  Washington,  D.C.  law  firm of
Leventhal,  Senter and Lerman,  PLLC and is currently  the manager of that firm.
Mr. Lerman was a director of Infinity from February 1992 through  December 1996.
Mr.  Lerman  is a member  of the  Mid-Atlantic  Regional  Advisory  Board of the
University of Pennsylvania.

     Mr. Hollander - has been a director of the Company since September 22, 1999
and the Company's  President and Chief Executive  Officer since October 8, 1998.
Mr.  Hollander  was Vice  President and General  Manager of Infinity's  New York
radio station WFAN from April 1992 to October 1998. Mr. Hollander is Chairman of
the CJ Foundation  for SIDS and a member of the Board of Directors of Tomorrow's
Childrens Fund.

How are directors compensated?

     Cash  Compensation:  Directors of the Company who are not officers received
$3,750 per  meeting  attended  for their  services as  directors  and $1,875 per
meeting attended for their services as committee  members.  During 2001, Messrs.
Dennis, Greenberg, Holt, Lerman, Smith and Ms. Hummer received $22,500, $18,750,
$15,000,  $18,750,  $16,875,  and  $18,750,  respectively,  in Board  and  Board
Committee  fees. Mr. Karmazin has elected not to receive cash  compensation  for
his services as a director.

     Options:  Directors of the Company who are not officers receive a mandatory
grant of stock options to acquire 10,000 shares of Common Stock each year.  Each
grant is made on the date of the Company's annual shareholder  meeting. In 2001,
the Board of Directors  authorized  an  additional  grant of 5,000 shares to all
non-officer directors.  Mr. Karmazin has elected not to receive mandatory grants
of stock options normally provided to non-officer directors.

How often did the Board meet during 2001?

     The Board of Directors met four times during 2001.  Each director  attended
more than 75% of the total  number of  meetings of the Board and  Committees  on
which he or she served.

                                       7



What committees has the Board established?

     The Board of Directors has Audit, Nominating, and Compensation Committees.

     The members of the Audit Committee in 2001 were Messrs.  Dennis (Chairman),
Lerman and Ms. Hummer,  each of whom are  "Independent" for purposes of New York
Stock Exchange listing  standards.  The Audit Committee operates under a written
charter   (the   "Charter")   adopted  by  the  Board  of   Directors   and  its
responsibilities and activities are further discussed below under "Report of the
Audit  Committee." There were five meetings of the Audit Committee during fiscal
2001.

     The  members  of the  Nominating  Committee  in 2001 were  Messrs.  Dennis,
Karmazin and Pattiz.  The Nominating  Committee makes  nominations for directors
each  year.  There  were no  formal  meetings  of the  Committee  in  2001.  The
Nominating  Committee  will also consider,  at meetings of the Committee,  those
recommendations by shareholders which are submitted, along with biographical and
business  experience  information,  to the  Company at its  principal  executive
office.

     The members of the  Compensation  Committee in 2001 were Messrs.  Greenberg
(Chairman),  Dennis and Smith.  Messrs.  Smith and Greenberg  have served on the
Committee  since May 24, 1994, and Mr. Dennis has served on the Committee  since
June 17, 1997. The Committee  administers the Company's  Amended Stock Incentive
Plan, and is authorized to approve, and may negotiate,  employment  arrangements
with key  executives of the Company and its  subsidiaries.  There was one formal
meeting of the Compensation  Committee in 2001, and Committee members engaged in
informal  discussions  and took several actions by written consent during fiscal
2001.

                PROPOSAL 2 - SELECTION OF INDEPENDENT ACCOUNTANTS
                -------------------------------------------------

     Action  will be taken at the  annual  meeting to ratify  the  selection  of
PricewaterhouseCoopers  LLP as  independent  accountants  of the Company for the
fiscal year ending  December 31, 2002.  PricewaterhouseCoopers  LLP has been the
independent  accountants  of the  Company  since 1984.  The Company  knows of no
direct or material indirect financial interest of PricewaterhouseCoopers  LLP in
the Company or of any  connection  of that firm with the Company in the capacity
of promoter, underwriter, voting trustee, officer or employee.

Report of  the Audit Committee

     The Audit Committee operates pursuant to its Charter, which was approved by
the  Board of  Directors.  The  Charter,  which  complies  with  applicable  SEC
regulations  and New York Stock Exchange  rules,  addresses three broad areas of
responsibility of the Committee:

1)   Reviewing and discussing the preparation of quarterly and annual  financial
     reports with the Company's management and its independent accountants;
2)   Supervising  the  relationship  between  the  Company  and its  independent
     accountants,   including   discussing  the  matters   required  by  SAS  61
     (Codification  of Standards  on Auditing  Standards)  with its  independent
     accountants,  evaluating the  independence of the accountants in accordance
     with Independence Standards Board Standard No. 1 (Independence  Discussions
     with Audit  Committees),  and  recommending  their  appointment or removal,
     reviewing the scope of their audit and non-audit services and related fees;
     and
3)   Overseeing  management's  implementation  of effective  systems of internal
     controls.

     The  Committee  or  its  Chairman  met  with  the   Company's   independent
accountants  and  management  on  five  occasions  in  2001  to  carry  out  its
responsibilities. The Committee or its Chairman reviewed and discussed with both
management and its  independent  accountants all financial  statements  prior to
their filing with the SEC.  Management  advised the  Committee in each case that
all financial  statements  were prepared in accordance  with generally  accepted
accounting principles,  and reviewed significant issues with the Committee.  The
Committee  also held  discussions  with the  Company's  independent  accountants
concerning the matters required to be discussed by SAS 61.

     The Committee also discussed with  PricewaterhouseCoopers LLP ("PWC") their
independence  and received from PWC the written  disclosures and the letter from
PWC  required by  Independence  Standards  Board  Standard  No. 1,  Independence
Discussions  with Audit  Committees.  In addition,  the Committee has considered
whether  the  provision  of  non-audit   services  by  PWC  is  compatible  with
maintaining their independence.

                                       8



     The members of the Audit  Committee are not  professionally  engaged in the
practice  of  auditing  or  accounting  and are not  experts  in the  fields  of
accounting or auditing, including in matters of auditor independence. Members of
the  Committee  may rely without  independent  verification  on the  information
provided  to  them  and  on the  representations  made  by  management  and  the
independent accountants.  Accordingly,  the Audit Committee's oversight does not
provide  an  independent  basis to  determine  that  management  has  maintained
appropriate   accounting  and  financial  reporting  principles  or  appropriate
internal  controls and procedures  designed to assure compliance with accounting
standards  and  applicable  laws  and   regulations.   Furthermore,   the  Audit
Committee's  considerations and discussions referred to above do not assure that
the  audit  of the  Company's  financial  statements  has  been  carried  out in
accordance  with  generally  accepted  auditing  standards,  that the  financial
statements  are  presented in  accordance  with  generally  accepted  accounting
principles or that the Company's auditors are in fact "independent."

     Based on its reviews and  discussions,  the  Committee  recommended  to the
Board of Directors that the Board approve the inclusion of the Company's audited
financial  statements in the Company's Annual Report on Form 10-K. The Committee
also recommended to the Board of Directors, subject to shareholder approval, the
selection of the Company's independent  accountants for the year ending December
31, 2002.

The Audit Committee

David L. Dennis, Chairman of the Audit Committee
Maria D. Hummer
Steven Lerman

Audit Fees

     PricewaterhouseCoopers   LLP  has   audited  the   consolidated   financial
statements  of the Company for the year ended  December  31,  2001.  Direct fees
related to the issuance of the audit  opinion and the timely review of quarterly
reports on Form 10-Q were $250,000.

Financial Information Systems Design and Implementation Fees

     PricewaterhouseCoopers  LLP did not render  services  relating to financial
information  systems design and  implementation  for the year ended December 31,
2001 and, accordingly, no fees were billed for any such services.

Non-Audit Fees

     PricewaterhouseCoopers  LLP received $40,000 in fees for non-audit services
in 2001. Such fees relate to auditing the Company's  employee  benefit plans and
providing their expertise on accounting  principles as it pertained to a dispute
with a third party.

Representation of Independent Accountants at Annual Meeting

     A  representative  of  PricewaterhouseCoopers  LLP will be  present  at the
annual  meeting,  will have an opportunity to make a statement if they so desire
and will be available to respond to appropriate questions.

     The  affirmative  vote of a majority of the Common Stock and Class B Stock,
voting  together  as a single  class,  represented  in person or by proxy at the
annual  meeting is required to ratify the  selection  of  PricewaterhouseCoopers
LLP.

     THE BOARD OF  DIRECTORS  RECOMMENDS  THAT  SHAREHOLDERS  VOTE TO RATIFY THE
SELECTION OF PRICEWATERHOUSECOOPERS LLP.


                                       9



                     PROPOSAL 3 - TRANSACTIONS WITH INFINITY
                     ---------------------------------------

     Action  will also be taken at the annual  meeting to  authorize  the Letter
Agreement between the Company and Infinity which extends the terms of, and makes
other changes to, certain existing agreements with Infinity and provides for the
issuance to Infinity of  warrants  to acquire up to an  aggregate  of  4,500,000
shares of the Company's  Common Stock.  The Letter  Agreement amends each of the
Management Agreement,  dated as of March 30, 1999 (the "Management  Agreement"),
between the Company and  Infinity,  the  Representation  Agreement,  dated as of
March  31,  1999 (the  "Representation  Agreement"),  between  the  Company  and
Infinity,  the  Trademark  License  Agreement,  dated as of March 30,  1999 (the
"License Agreement"),  between the Company and Infinity, the Registration Rights
Agreement,  dated as of March 30, 1999 (the  "Registration  Rights  Agreement"),
between the Company and Infinity, and the News Programming  Agreement,  dated as
of March 31, 1999 (the "News Agreement"),  between the Company and Infinity.  In
this proxy  statement,  we refer to the Letter  Agreement  and the  transactions
contemplated by the Letter Agreement as the  "Transaction."  Although the Letter
Agreement  was  entered  into  between  the  parties  on  April  15,  2002,  the
transactions  contemplated by the Letter Agreement will not, and cannot,  become
effective until the Company has obtained the  authorization  of its shareholders
contemplated by this proxy statement.

     The Company has entered into the Letter  Agreement  with Infinity  because,
among other  reasons,  the Board of Directors of the Company  believes  that the
current  arrangements  with  Infinity  have  been in the best  interests  of the
Company and its  shareholders and have resulted in favorable  operating  results
and stock price performance over the past eight years and that the expiration of
the existing  arrangements would reasonably be likely to have a material adverse
effect on the Company and its  business.  The Board of Directors  believes  that
ensuring  continuity  of those  arrangements  for another 5 year term beyond the
previously  scheduled  termination on March 31, 2004 is in the best interests of
the  Company  and  its  shareholders.   See  "Recommendation  of  the  Board  of
Directors-Reason of the Board for the Transaction" below.

Existing Agreements with Infinity

     In 1994, the Company  entered into a management  agreement with Infinity to
manage the  business and  operations  of the Company and a  registration  rights
agreement  with  Infinity.  On  March  31,  1997,  the  Company  entered  into a
representation  agreement  (including a related news  programming  agreement,  a
license agreement,  and a technical services agreement with CBS, an affiliate of
Infinity)  to operate the CBS Radio  Networks  (the  "Networks").  Each of those
agreements  were amended and restated in March 1999.  The following  sections of
this proxy statement  contain a description of all material terms of each of the
agreements to be amended by the Letter Agreement, as well as a related technical
services agreement (the "Technical Services  Agreement") between the Company and
Infinity.  However,  such  descriptions  are not complete  and are  qualified by
reference to the actual agreements,  each of which has been filed by the Company
with the Securities and Exchange Commission.

     Management Agreement

     Term,  Termination  and  Termination  Fees.  The  term  of  the  Management
Agreement expires on March 31, 2004.  However,  the Management  Agreement may be
terminated prior to such date by the Company:

o    upon 30 days' prior written notice without Cause (as defined below),

o    upon 90 days' prior  written  notice by a unanimous  vote of the members of
     the Board of  Directors  who are not  designees or employees of Infinity or
     any of its affiliates in the event of the willful  commission of a material
     act of fraud or gross  misconduct  in the  performance  of its  obligations
     under the  Management  Agreement  first  occurring  during  the term of the
     Management  Agreement and having a material  adverse effect on the business
     of the Company, or

o    if Infinity becomes involved in a bankruptcy or similar proceeding.

     Termination  for reasons  specified  in the second or third  bullets  above
constitutes termination for "Cause" under the Management Agreement.

     If the Company terminates the Management Agreement without Cause,  Infinity
will be  entitled  to payment of the base fee in  monthly  installments  for the
five-year term of the Agreement. In addition, all outstanding warrants will vest
immediately.

                                       10



     Compensation to Manager.  Effective for contract years  commencing April 1,
1999,  the  Company  pays to Infinity a specified  annual base  management  fee,
subject  to annual  increase  thereafter  by a  percentage  amount  equal to the
increase for that year in a specified price index.  The amount of the management
fee for the first contract year of the Management Agreement was $2,500,000.

     The Board of Directors has also  authorized  the Company to pay Infinity an
annual cash incentive bonus of 10% of the amount, if any, by which the Company's
Operating Cash Flow (as defined  below) exceeds the target amount  specified for
each  fiscal  year  during the term of the  Management  Agreement,  as set forth
below:

                  Calendar Year Ending        Target Amount
                  --------------------        -------------
                          1999                  $80,000,000
                          2000                 $137,600,000
                          2001                 $151,400,000
                          2002                 $166,500,000
                          2003                 $183,200,000

     Operating  Cash  Flow with  respect  to any  calendar  year is  defined  as
earnings before interest, taxes, depreciation and amortization,  management fees
and cash incentive bonus, extraordinary gains or losses (as defined by generally
accepted  accounting  principles)  and other  non-cash  income or expense  items
included in the determination of earnings.

     In addition,  if the Company  acquires or sells a business in any year, the
target  amounts set forth  above will be  adjusted  to reflect  the  anticipated
increase or decrease in operating cash flow from the acquisition or sale.

     As additional  compensation  to Infinity  under the  Management  Agreement,
Infinity was granted warrants to purchase  2,000,000 shares of Common Stock at a
price of $10.00  per share and  2,000,000  shares of Common  Stock at a price of
$12.50 per share (the "Prior  Warrants"),  in each case  exercisable only if the
Company's  Common  Stock  exceeded  a certain  amount on at least  twenty out of
thirty  consecutive  trading days.  That amount was $15.00,  with respect to the
$10.00 Prior Warrants, and $20.00, with respect to the $12.50 Prior Warrants. In
addition  to the base fee and the cash bonus,  the  Company is also  required to
reimburse  Infinity  for all  out-of-pocket  expenses  incurred  by  Infinity in
performing services under the Management Agreement, except for (1) the salaries,
benefits  and related  costs of officers and other  employees  of Infinity  made
available to perform  services for the Company and (2) office and other overhead
expenses of Infinity.

     Indemnification.  The Company has agreed to indemnify  Infinity and each of
its  directors,  officers,  employees  and agents  against any actions,  claims,
damages and liabilities,  including reasonable legal fees and expenses, relating
to  such  party's  acceptance  or  performance  of  its  obligations  under  the
Management  Agreement  or  otherwise  relating to the  Company or its  business,
assets or properties.  The Company,  however,  is not obligated to indemnify for
any such liabilities that have been finally  adjudicated by a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
the  party  seeking  indemnification  or a  material  breach  of the  Management
Agreement by Infinity. Any action taken or not taken by Infinity pursuant to the
directions  of the Board of  Directors  will not  constitute  gross  negligence,
willful misconduct or a material breach of the Management Agreement by Infinity.

     Noncompetition  and Right of First  Refusal.  Infinity  has agreed  that it
will,  and will cause its affiliates and any of their officers and employees who
provide services to the Company pursuant to the Management Agreement to, refrain
from the following actions:

o    Managing,   purchasing,   establishing,   participating   in  or  having  a
     substantial  ownership  interest in a radio network  company,  or otherwise
     lending assistance  (financial or otherwise) to a radio network company (as
     defined in the Management  Agreement) or any other radio syndicator  during
     the term of the Management  Agreement  and, if the Management  Agreement is
     terminated  for the reason  specified in the second  bullet  under  "-Term,
     Termination  and  Termination   Fees"  above,  for  two  years  after  such
     termination  so long as the Company  continues to pay Infinity the base fee
     for such period. This provision will not apply to any activities engaged in
     by Infinity  with respect to stations  owned and operated by Infinity or by
     any entity  acquired by Infinity or a subsidiary of Infinity if such entity
     or the  conflicting  activities of such entity are divested or discontinued
     by the later of (1) one year after the date the entity is acquired  and (2)
     as soon as reasonably  practicable  pursuant to an orderly process in which
     Infinity  is able to realize  the fair value of such  operations  but in no
     event more than two years after such entity is acquired,

                                       11



o    Disclosing  (unless  compelled  by judicial or  administrative  process) or
     using any confidential  information relating to the Company or its business
     except, during the term of the Management Agreement, as Infinity reasonably
     determines to be necessary in  connection  with its  performance  under the
     Management Agreement and in the best interest of the Company.

o    Causing or attempting to cause (1) any client,  customer or supplier of the
     Company to terminate or materially reduce its business with the Company, or
     (2) any  officer,  employee  or  consultant  of the  Company  to  resign or
     terminate  a  relationship  with  the  Company,  during  the  term  of  the
     Management Agreement and, if the Management Agreement is terminated for the
     reason  specified  in the  second  bullet  under  "-Term,  Termination  and
     Termination Fees" above, for two years after such termination.

     Infinity has agreed that, unless it is contractually  prohibited from doing
so,  before it or any of its  affiliates  offers,  sells or makes  available for
syndication  any radio  programming  featuring  talent  employed by or otherwise
under  contract with Infinity or its  affiliates  (other than Howard Stern) (the
"Syndications"),  Infinity will first offer such  Syndications to the Company on
the same terms and conditions as Infinity or its  subsidiaries  intend to offer,
sell or make available such  Syndications to others.  Contracts between Infinity
and/or its  subsidiaries  and third parties for  programming  or other  services
which were in existence  prior to March 30, 1999 and any  extensions or renewals
of such contracts on commercially  reasonable  terms are excluded from the terms
of the noncompetition and right of first refusal provisions described above.

     Arm's Length  Transactions.  The  Management  Agreement  provides  that all
transactions  between the Company and  Infinity or its  affiliates  must be on a
basis that is at least as  favorable to the Company as if the  transaction  were
entered into with an independent third party. In addition,  subject to specified
exceptions,  all  agreements  between  the  Company  and  Infinity or any of its
affiliates must be approved in advance by the Board of Directors.

     There are a number of  provisions in the various  agreements  which address
the resolution of conflicts between Infinity and the Company,  including (1) the
provisions  in  the  Management  Agreement  prohibiting  certain  activities  by
Infinity and its  affiliates in  competition  with the Company,  (2) the limited
right  of  first  refusal  contained  in  the  Management  Agreement,   (3)  the
limitations on transactions  between  Infinity or its affiliates and the Company
and (4) the obligation of Infinity to perform its management  services with such
care as a prudent  manager  would use in the conduct of his or her own company's
affairs with a view to maximizing the long-term value of the Company.

     Governance.  Pursuant to the terms of the  Management  Agreement,  Infinity
manages the business and  operations  of the Company by providing to the Company
the  services of the  Company's  Chief  Executive  Officer  and Chief  Financial
Officer.  Under the Management  Agreement,  the Chief Executive  Officer has the
authority  and  responsibility  normally  attendant to that office and is, among
other  things,  responsible  for all  operations  and  functions of the Company,
recommendations  for strategic  direction and the general  implementation of the
Company's business and operating plan, subject to the authority of the Company's
Board of  Directors.  The  Management  Agreement  also  provides  that the Chief
Financial  Officer has the authority and  responsibility  normally  attendant to
such  office.  The Chief  Financial  Officer is subject to the  authority of the
Chief  Executive  Officer  and the  Board of  Directors.  Under  the  Management
Agreement, Infinity also provides support and administrative personnel needed by
these officers and pays all of the salaries,  benefits and related costs of such
personnel.  Infinity  must provide its  management  services with such care as a
prudent  manager  would use in the conduct of his or her  company's  affairs and
with a view to maximizing the long-term value of the Company.

     Representation Agreement

     General. Pursuant to the terms of the Representation Agreement, the Company
conducts the  day-to-day  business and  operations  of the  Networks,  including
making decisions with respect to sales,  marketing,  affiliation and, in certain
cases,  programming.  The Company must provide its management services with such
care as a prudent  manager  would  use in the  conduct  of his or her  company's
affairs and must  accord the  Networks  the same  priority as it accords its own
operations and the operations of other radio networks  managed or represented by
the Company. In addition, the Company must use its reasonable commercial efforts
to (1) promote the  Networks as an  advertising  medium and (2) seek to preserve
and  maximize  the  long-term  value of the  Networks,  including  the CBS Radio
Network tradename.  Accordingly,  the Company is required to furnish, at its own
expense,  the services of such employees and other  personnel as may be required
to properly manage the Networks. Under the Representation Agreement,  subject to
certain limited  exceptions,  the Company may not, without the prior approval of
Infinity,  institute  any legal  proceedings  on behalf of the Networks or enter
into,  terminate,  extend or  modify in any  material  respect  any  affiliation
agreement.
                                       12



     Term,  Termination and Termination Fees. The term of the Representation
Agreement expires on March 31, 2004. However,  the Representation  Agreement may
be terminated by either party:

o    upon  the   occurrence   of  an  event  of  default   (as  defined  in  the
     Representation Agreement), provided that such party is also not in material
     default,
o    upon  a  material   change  in  the  rules  or   policies  of  the  Federal
     Communications  Commission,  provided that the parties will first negotiate
     in good faith an amendment to conform the Representation  Agreement to such
     new rules or policies,
o    upon the institution of legal  proceedings  seeking to prohibit or limit in
     any  material   respect  the   consummation  of  the  transactions  or  the
     performance of the obligations contemplated under any of the Representation
     Related Agreements (as defined below) or which could reasonably be expected
     to adversely affect the business of the Networks, or
o    upon the  non-renewal or earlier  termination of the Management  Agreement,
     provided that in the event of termination by the Company,  the Company must
     provide Infinity with at least 90 days' prior written notice.

     If the  Representation  Agreement is terminated for any reason, the Company
must pay to Infinity all amounts accrued with respect to the  representation fee
through the date of termination, along with accrued interest thereon through the
date of payment.  In  addition,  if the Company  terminates  the  Representation
Agreement  based  on  the  termination  of  the  Management  Agreement,   except
termination of the Management  Agreement for the reason  specified in the second
bullet under  "-Management  Agreement-Term,  Termination and  Termination  Fees"
above,   then  the  Company  must  pay  all   remaining   installments   of  the
representation  fee together with accrued  interest  thereon through the date of
payment.

     The  Representation  Agreement  contains other  customary  representations,
warranties and covenants and agreements of the parties.

     Compensation.  The  Company  is liable  for all  expenses  associated  with
operating the Networks.  In return, it receives all of the Networks' advertising
revenues  that it sells for its own  account.  In  addition to paying all of the
expenses  related to operating the  Networks,  the Company is required to pay an
annual  representation  fee,  subject to annual increase by a percentage  amount
equal to the  increase for that year in a specified  price index.  The amount of
the  representation  fee  for the  first  contract  year  of the  Representation
Agreement was $12,000,000.

     Indemnification.  Under the terms of the Representation Agreement, Infinity
has  agreed to  indemnify  the  Company,  its  affiliates  and their  respective
directors,  officers,  affiliates,  employees  and agents  against any  actions,
claims,  damages and liabilities,  including reasonable legal fees and expenses,
relating to:

o    a  breach  of  Infinity's   representations   and   warranties   under  the
     Representation Agreement, the License Agreement, the News Agreement and the
     Technical Services Agreement  (collectively,  the  "Representation  Related
     Agreements") or any documents delivered in connection therewith, and
o    a  breach  by  Infinity  of  any  covenant   applicable  to  it  under  the
     Representation Related Agreements.

     In addition,  the Company has agreed to indemnify Infinity,  its affiliates
and their  respective  directors,  officers,  affiliates,  employees  and agents
against any actions, claims, damages and liabilities, including reasonable legal
fees and expenses, relating to:

o    any liabilities  associated with the operations of the Networks after March
     30,  1999  (except  for any  actions  taken  by  Infinity  under  specified
     programming agreements existing on March 31, 1997),
o    a  breach  of  the   Company's   representations   and   warranties   under
     Representation  Related Agreements or any documents delivered in connection
     therewith, and
o    a  breach  by the  Company  of any  covenant  applicable  to it  under  the
     Representation Related Agreements.

     Other Related Agreements

     License Agreement.  Pursuant to the License Agreement, Infinity has granted
to the  Company a  non-exclusive,  royalty-free  license to use  throughout  the
United  States (1) the CBS "eye" logo as specified  in the License  Agreement in
connection  with  the CBS  Radio  Network  tradename  and (2)  the  name  CBS in
connection with the CBS Radio Network trade name.

                                       13



     The license  expires on the earlier to occur of (1) the  expiration  of the
term  of  the   Representation   Agreement  and  (2)  the   termination  of  the
Representation Agreement. In addition, Infinity may terminate the license if the
Company   breaches   the  License   Agreement  in  any  manner  which  would  be
substantially likely to materially impair or diminish the value,  reputation and
distinctiveness of the CBS trademarks and the Company fails to cure or commence,
and  diligently  proceed,  to cure the breach  within 90 days after  notice from
Infinity of the breach.

     Pursuant to the License  Agreement,  Infinity is required to indemnify  the
Company and its directors,  officers, partners,  employees,  representatives and
agents against any claims, causes of action, suits, damages, liabilities,  costs
and expenses,  including reasonable attorneys' fees and expenses, arising out of
any breach by Infinity of any  warranty or  agreement  made by it in the License
Agreement.  In addition,  the Company is required to indemnify  Infinity and its
directors, officers, partners, employees, representatives and agents against any
claims,  causes of action,  suits,  damages,  liabilities,  costs and  expenses,
including reasonable attorneys' fees and expenses, arising out of:

o    the manufacture,  distribution,  sale, license or other use of the products
     bearing the CBS trademarks,
o    the use of any  advertising,  promotion,  publicity or  marketing  material
     bearing the CBS trademarks, or
o    any breach by the Company of any warranty or agreement  made in the License
     Agreement.

     The License Agreement contains other customary representations,  warranties
and covenants and agreements of the parties.

     News Agreement.  Pursuant to the News Agreement, Infinity agrees to provide
to the Company specified news programming  during the term of the Representation
Agreement  for  use by  the  Networks.  The  Company  pays  to  Infinity  a base
programming  fee for each  12-month  period  of the term of the News  Agreement,
subject to an annual  increase by a percentage  amount equal to the increase for
that year in a specified  price  index.  The initial  base  programming  fee was
$9,500,000.  Infinity is  responsible  for all costs and  expenses  necessary to
produce  and  deliver  the  programming.   The  News  Agreement  will  terminate
automatically upon the termination of the Representation Agreement. In addition,
if the Company  terminates the Representation  Agreement,  then the Company must
pay to Infinity all remaining installments of the base programming fee.

     The News Agreement contains other customary representations, warranties and
covenants and agreements of the parties.

     Technical Services Agreement. Pursuant to the Technical Services Agreement,
Infinity  agrees to provide the Networks  during the term of the  Representation
Agreement, in a manner and to an extent consistent with past practice,  services
consisting of:

o    origination  services, or services of CBS Radio employees (exclusive of any
     CBS News  personnel) and use of CBS Radio  facilities to originate live and
     pre-recorded  radio news  programming,  to gather,  edit and assemble radio
     news  material,  to originate  and provide for the  gathering,  editing and
     assembling of audio  material  used in the  production of "The Osgood File"
     programs,  and to  originate  and  provide for the  gathering,  editing and
     assembly of audio material used in the  production of "The David  Letterman
     Top Ten List" programs,
o    distribution  services,  or the  transmission  by CBS  Radio of radio  news
     programming,  Osgood radio  programming and Letterman radio  programming to
     affiliated radio stations, and
o    operation support services,  or services of CBS Radio employees  (exclusive
     of any CBS News  personnel)  and use of CBS  Radio  facilities  to  provide
     day-of-air operation services and commercial continuity services in support
     of gathering, editing, assembling, production and origination of radio news
     programming, Osgood radio programming and Letterman radio programming.

     Under the Technical Services Agreement,  the Company reimburses Infinity on
a monthly  basis for an amount equal to the sum of (1) all  out-of-pocket  costs
incurred by Infinity in  providing  the  services  described  above and (2) that
portion of Infinity's  costs that  Infinity,  in accordance  with past practice,
generally  allocates to the Networks.  The  Technical  Services  Agreement  will
terminate automatically upon the termination of the Representation Agreement.

     The Technical Services Agreement contains other customary  representations,
warranties and covenants and agreements of the parties.

                                       14



     Registration   Rights  Agreement.   Pursuant  to  the  Registration  Rights
Agreement,   the  Company  has  granted  to  Infinity   demand  and   piggy-back
registration  rights  with  respect  to  shares of Common  Stock  issuable  upon
exercise  of the  Prior  Warrants  (the  "Registrable  Securities").  Under  the
Registration Rights Agreement,  Infinity has the right to require the Company on
three separate occasions to register such securities under the Securities Act of
1933, as amended (the "Securities  Act"), on registration  forms other than Form
S-3. In addition,  in the event that the Company  determines  to register any of
its securities,  either for its own account or for the account of other security
holders,  the Company is obligated to provide  Infinity  with advance  notice of
that  registration and include in that  registration all Registrable  Securities
requested by Infinity,  subject to cut-back by the Company's  underwriters  on a
proportionate  basis with all other security  holders entitled to a registration
of their securities.

     Pursuant  to the  Registration  Rights  Agreement,  Infinity  has agreed to
certain transfer restrictions with respect to the Registrable Securities. If the
Management  Agreement  is not  terminated,  Infinity is entitled  from and after
March 30, 2001 to sell in the  aggregate  25% of the sum of (1) the  Registrable
Securities then held by Infinity plus (2) any Registrable  Securities  which, at
the time of such  calculation,  could then be acquired by Infinity upon exercise
of the  Prior  Warrants,  with such  percentage  amount  to be  increased  by an
additional 25% of such securities on each subsequent  anniversary date. However,
if Infinity  terminates the Management  Agreement,  or if the Company terminated
the Management  Agreement as a result of events specified in the second or third
bullets under  "-Management  Agreement-Term,  Termination and Termination  Fees"
above,  Infinity will be allowed to transfer without  limitation any Registrable
Securities  Infinity could sell immediately prior to such termination,  and will
be allowed to transfer all remaining Registrable  Securities upon the earlier of
(1) one year following such termination and (2) March 31, 2004.  Finally, if the
Company terminates the Management Agreement other than as a result of the events
specified in the second and third  bullets  under  "-Management  Agreement-Term,
Termination  and Termination  Fees" above,  Infinity will be allowed to transfer
all Registrable Securities without limitation.

     The Company has agreed to pay all  expenses  of any  registration  effected
pursuant to the  Registration  Rights  Agreement,  other than any stock transfer
taxes or underwriters'  discounts or commissions.  In addition,  the Company has
agreed to indemnify Infinity and its officers, directors and affiliates and each
person controlling Infinity against certain liabilities,  including  liabilities
under federal or state law (including the Securities Act).

     The Registration Rights Agreement contains other customary representations,
warranties and covenants and agreements of the parties.

Proposed Amendments To Existing Agreements

     Under the Letter  Agreement,  the  Company  and  Infinity  have agreed to a
number of amendments to the Management Agreement, the Representation  Agreement,
the License Agreement, the News Agreement and the Registration Rights Agreement.
The  following  section of the proxy  statement  contains a  description  of all
material  terms  of the  Letter  Agreement.  However,  such  description  is not
complete and is qualified by reference to the actual Letter Agreement,  attached
to this proxy  statement as Annex A, which is  incorporated by reference in this
proxy statement.

Amendment to Management Agreement

     Term  and  Termination.  The  Letter  Agreement  extends  the  term  of the
Management  Agreement  for an  additional  five years until March 31,  2009.  In
addition, the Letter Agreement amends the provisions dealing with termination of
the Management Agreement to expand one existing termination right of the Company
for Cause (as  defined  above)  and to add  another.  Specifically,  the  Letter
Agreement  results in the  deletion of the  termination  right  specified in the
second bullet point above under  "-Management  Agreement-Term,  Termination  and
Termination  Fees" and  instead  provides  in its  place  that the  Company  may
terminate  the  Management  Agreement  upon 90 days' prior  written  notice by a
unanimous vote of the members of the Board of Directors who are not employees or
designees of Infinity or any of its affiliates in the event of:

o    the willful  commission  of a material act of fraud or gross  misconduct in
     the performance of Infinity's  obligations  under the Management  Agreement
     first occurring during the term of the Management Agreement, or
o    the  willful  and  material  breach of a  material  term of the  Management
     Agreement  which is not cured and which  continues for a period of at least
     30 days after the Company notifies Infinity of the breach.

                                       15



     Compensation  to  Manager.  The  Letter  Agreement  amends  the  Management
Agreement to provide that the base fee to Infinity for all years of the extended
Management  Agreement  will be $3,000,000  annually  beginning on April 1, 2004,
subject to an annual  increase for each year  thereafter by a percentage  amount
equal to the increase in a specified price index for the prior year.

     In  addition,  the Letter  Agreement  amends the  Management  Agreement  to
include in that agreement the cash incentive bonus arrangements  described under
"Management  Agreement --  Compensation  to Manager". The Letter  Agreement also
establishes  target  amounts of Operating  Cash Flow for each of the  additional
five calendar years added to the term of the Management Agreement, as set forth
below:

               Calendar Year Ending        Target Amount
               --------------------        -------------
                       2004                 $201,500,000
                       2005                 $221,650,000
                       2006                 $243,800,000
                       2007                 $268,200,000
                       2008                 $295,000,000

     Finally,  pursuant to the Management Agreement, the Company will also grant
to Infinity warrants to purchase:

o    up to an aggregate of 1,000,000  shares of Common  Stock,  which warrant is
     exercisable  only if the Common Stock reaches a price at least equal to the
     product of the average  market price of the Common Stock for the 15 trading
     days  prior to  January  2,  2003  during  which  the  national  securities
     exchanges are open for trading ("Trading Days") and 1.50 on at least 20 out
     of 30 consecutive Trading Days, and
o    up to an aggregate of 1,000,000  shares of Common  Stock,  which warrant is
     exercisable  only if the Common Stock reaches a price at least equal to the
     product of the average  market price of the Common Stock for the 15 Trading
     Days prior to January 2, 2003 and 1.60 on at least 20 out of 30 consecutive
     Trading Days.

     The exercise  price with  respect to each of those two warrants  will be an
amount  equal to 115% and 129%,  respectively,  above the  average  price of the
Common  Stock  for a period of 15  Trading  Days  ending  with the  Trading  Day
immediately  prior to January 2,  2003.  In  addition,  the  Company  will grant
Infinity  five  additional  warrants  to  purchase,  with  respect  to each such
warrant, 500,000 shares of Common Stock. The warrants will become exercisable on
January 2, 2005, 2006, 2007, 2008 and 2009,  respectively,  if the average price
of the Common  Stock for each of the 15 Trading  Days prior to January 2 of such
year is (1) at least equal to the exercise  price for such year and (2) equal to
or greater than the product of the average price of the Common Stock for each of
the 15  Trading  Days  prior to January 2 of the  preceding  year and 1.20.  The
exercise  price for each such warrant will be  determined on January 2, 2004 and
will be  equal  to the  average  price of the  Common  Stock  for each of the 15
Trading  Days  prior to  January 2, 2004 plus an  additional  amount  equal to a
compounded  annual growth rate of 15% over that average price. All such warrants
are referred to in this proxy statement as the "New Warrants."

     Each of the New Warrants  specified in the bullets above terminates January
2, 2013, but will expire  earlier,  to the extent not then  exercisable,  on the
termination of the Management  Agreement for the reasons specified in the second
bullet under "Management Agreement-Term, Termination and Termination Fees." Each
of the other New Warrants  terminates  on January 2 of the year that is 10 years
from the date on which such New  Warrant  becomes  exercisable,  but will expire
earlier,  to  the  extent  not  then  exercisable,  on  the  termination  of the
Management Agreement for any reason.

     The exercise price of each New Warrant,  and the number of shares of Common
Stock  issuable  upon the  exercise  of each New  Warrants,  will be  subject to
adjustment as specified in the New Warrants in certain events, including:

o    the  declaration or payment of dividends or other  distributions  in Common
     Stock or Class B Stock on the Common Stock or the Class B Stock,
o    subdivisions, combinations and reclassifications of the Common Stock or the
     Class B Stock, and
o    distributions  to all holders of Common Stock or Class B Stock of evidences
     of indebtedness of the Company, cash or assets (including  securities,  but
     excluding the dividends and  distributions  referred to above and dividends
     and distributions paid in cash out of the surplus of the Company).

     The  exercise  price of each New Warrant will also be adjusted in the event
of the sale or issuance of  additional  shares of Common  Stock or Class B Stock

                                       16



for a price per share less than the current market value (as defined in each New
Warrant)  in effect on the  earlier of (1) the date the  Company  enters  into a
binding  agreement  to issue the  additional  shares,  or (2) the date of actual
issuance of the shares. However, no adjustment will be required on:

o    the  exercise  of any options or the  issuance  of shares  under any rights
     outstanding on or before April 15, 2002 that were issued pursuant to any of
     the Company's employee stock incentive plans,
o    the exercise of any options or rights  granted after April 15, 2002 so long
     as the  exercise  price is not less than the market  price on the date such
     grant is  approved  by the Board of  Directors,  or if later,  the date the
     exercise price is established,
o    the exercise of any other options, warrants,  conversion or exchange rights
     outstanding on or before April 15, 2002,
o    the exercise of any  conversion  or exchange  rights  issued by the Company
     after April 15, 2002 if the  issuance is approved by the Board of Directors
     at a price not less than the market price on the date of such approval,  or
     if later, the date such conversion or exchange price is established, or
o    the issuance of additional shares pursuant to a firmly  underwritten public
     offering.

     Under each of the New  Warrants  described  in the  bullets  above,  if the
Company is a party to any consolidation,  merger, sale of assets, reorganization
or other similar transaction in which the Company's Common Stock is acquired for
cash or other property, or is changed into or exchanged for different securities
of the Company or another entity, or any combination  thereof,  each New Warrant
will become  exercisable  with respect to all shares of Common Stock  whether or
not it has  otherwise  become  exercisable,  and  will be  deemed  to have  been
exercised and will entitle the New Warrant holder to receive (upon  presentation
of the New Warrant within 30 days after the date of the consummation of any such
transaction,  together  with the exercise  price for such New Warrant) the cash,
securities  or other  property to which the holder would have been entitled upon
the  consummation  of such  transaction  if the New Warrant  had been  exercised
immediately  prior  to  consummation  of such  transaction.  As a  condition  to
effecting any such transaction, each other party to the transaction which may be
required to deliver cash,  securities  or other  property on exercise of the New
Warrant must assume the foregoing  obligation to issue such consideration to the
New Warrant holder upon the  consummation  of the  transaction.  The New Warrant
will become exercisable in connection with any such transaction, whether entered
into with an  unaffiliated  entity or with a direct or  indirect  subsidiary  or
affiliate  of either the  Company or  Infinity.  Each of the other New  Warrants
contains similar provisions, provided that if the applicable warrant has not yet
become  exercisable and such an event occurs in connection with a transaction in
which the Management Agreement is terminated,  then the warrant will expire. If,
in  connection  with any such  transaction  prior to the  exercisability  of the
applicable warrant, the Management Agreement is not terminated, the surviving or
resulting  corporation  will issue  Infinity a new warrant on similar terms with
such terms to be mutually agreed.

     Governance. The Letter Agreement amends the Management Agreement to provide
that the Board of  Directors  of the  Company  will have the right to remove the
Chief Executive  Officer and the Chief Financial  Officer at any time so long as
the Company  does not exercise  that right  unreasonably  and notifies  Infinity
promptly after the Board of Directors  determines to remove the Chief  Executive
Officer or the Chief  Financial  Officer.  In  addition,  the  Letter  Agreement
clarifies that the Chief Executive  Officer and the Chief Financial  Officer and
other  Infinity  officers or employees  performing  services for the Company are
eligible to participate in the Company's stock options plans and other incentive
compensation  plans and that Infinity will  reasonably  consult with the Company
with respect to any compensation paid by Infinity to the Chief Executive Officer
or the Chief Financial Officer, but only to the extent such compensation relates
to and is allocated  for services  provided by such  individuals  to the Company
pursuant to the Management Agreement.

Amendment to Representation Agreement

     Term. The Letter Agreement extends the term of the Representation Agreement
for an additional five years until March 31, 2009.

     Representation   Fees.  The  Letter  Agreement  amends  the  Representation
Agreement  by  providing  that the Company will pay to Infinity for all contract
years of the extended Representation Agreement $14,000,000 annually beginning on
April 1,  2004,  subject to an annual  increase  for each year  thereafter  by a
percentage amount equal to the increase in a specified price index for the prior
year. In addition,  pursuant to the Letter  Agreement  commencing  with the 2005
fiscal year  adjustment,  the annual  representation  fee will be rounded to the
nearest $500,000 after calculating the increase for the period.

Amendments to the License  Agreement,  News  Agreement and  Registration  Rights
Agreement

     The Letter Agreement amends the License  Agreement by replacing the list of
trademarks covered by the agreement to conform the list to the current CBS marks
used by the Company.


                                       17



     The Letter  Agreement  amends the News  Agreement by providing  that in the
event of termination of the Management Agreement for the reason specified in the
second bullet under  "-Management  Agreement-Term,  Termination  and Termination
Fee," as amended as described above,  then the Company will only be required to
pay the base programming fee accrued through the date of termination and not all
remaining installments of that fee.

     The Letter Agreement amends the Registration  Rights Agreement by providing
that the New Warrants will be covered by the  Registration  Rights  Agreement to
the same  extent as the Prior  Warrants,  such that the  shares of Common  Stock
issuable  upon  exercise  of the New  Warrants  will  be  entitled  to the  same
registration  rights,  and  subject to the same  transfer  restrictions,  as the
shares of Common Stock that were issuable upon exercise of the Prior Warrants.

Required Vote

     The Transaction is being  submitted to the  shareholders of the Company for
authorization  in accordance  with the provisions of Section 203 of the Delaware
General Corporation Law. Accordingly,  the affirmative vote of the holders of 66
2/3% of the  outstanding  voting  stock of the  Company  which  is not  owned by
Infinity or its affiliates is required to authorize the Transaction.

Recommendation  of the  Board  of  Directors;  Reasons  of  the  Board  for  the
Transaction

     The Board of Directors  believes that the proposed  Transaction  is fair to
and in the best interests of the Company and its shareholders.  Accordingly,  on
April 14, 2002, the Board, following the unanimous recommendation of a committee
of disinterested  directors,  approved the Transaction  pursuant to the terms of
the Letter  Agreement and recommended  that the Transaction be authorized by the
Company's  shareholders.  In reaching  its  conclusion  to approve the  proposed
Transaction, the Board considered, among other things, the following factors:

o    The fact that the current  arrangements with Infinity have been in the best
     interests  of the  Company  and  its  shareholders  and  have  resulted  in
     favorable operating results and stock price performance over the past eight
     years,

o    The belief of the Board of  Directors  that  ensuring  continuity  of those
     arrangements  for  another  5 year term  beyond  the  previously  scheduled
     termination  on March 31, 2004 is in the best  interests of the Company and
     its shareholders,

o    The belief of the Board of Directors  that the  expiration  of the existing
     arrangements  with Infinity  would  reasonably be likely to have a material
     adverse  effect on the Company and its business,  including but not limited
     to, a  substantial  loss of audience  and  programming,  which would have a
     material adverse impact on the Company's  revenue and operating  results if
     such audience and programming  were not replaced prior to the expiration of
     the  agreements  with  Infinity.  The Company cannot provide any assurances
     that it could replace the lost audience and programming.

o    The fact that the Letter  Agreement  would extend  through such time period
     the  alliance  of  Infinity,  owner and  operator  of one of the  country's
     largest  groups of radio  stations,  with  Westwood  One,  believed  by the
     Company to be the nation's  largest radio  network.  The Board of Directors
     believes  that the Company's  relationship  with Infinity has increased and
     will continue to increase the Company's ability to enter into relationships
     with Infinity radio stations having significant listening audiences in each
     of the top radio markets,  thereby increasing the Company's ability to sell
     advertising at favorable rates.  Moreover,  the Board of Director  believes
     that the  relationship  with  Infinity has  provided  and will  continue to
     provide the Company with greater access to the significant radio talent and
     programming  that  Infinity  is able to  obtain  through  its  considerable
     resources, and

o    The belief of the Board of Directors  that  Infinity has  demonstrated  its
     skill in  providing  management  services and that  extending  the existing
     agreements  provides  the  Company  with the  opportunity  to  secure  such
     services at reasonable rates for a long term. The Board of Directors of the
     Company believes that Infinity's  knowledge and experience of the Company's
     business, together with its demonstrated skill, makes it uniquely qualified
     to perform these  services.  In addition,  the Board of Directors has taken
     into account the fact that Infinity will not continue to provide  important
     programming  or provide  distribution  of the Company's  programming in the
     absence of the  Management  Agreement  after  March 31, 2004 and that these
     relationships are extremely important for the Company.

     In reaching its conclusion  regarding the proposed  Transaction,  the Board
also  considered  negative  factors  associated  with the proposed  Transaction,
including  the risk  that the  potential  benefits  described  above  may not be
realized  and the fact that the  Company  would,  unless  it paid a  significant
termination fee as described above, be bound to the  arrangements  with Infinity
through 2009. The Board believes,  however,  that the positive  factors outweigh
the negative  factors.

                                       18


     For the reasons set forth above,  the Board of  Directors  has approved the
proposed  Transaction  and believes that it is fair to and in the best interests
of the Company and its shareholders.


     THE BOARD OF DIRECTORS  RECOMMENDS THAT  SHAREHOLDERS VOTE TO AUTHORIZE THE
TRANSACTION.

                                       19


             PROPOSAL 4 - AMENDMENT TO CERTIFICATE OF INCORPORATION

     Action will also be taken at the annual  meeting to approve an amendment to
the Company's  certificate of incorporation  (the "Amendment") which deletes the
following  sentence  in  Article  Eighth of the  certificate  of  incorporation:
"Directors  elected by holders of Common  Stock  pursuant  to  paragraph  (a) of
Section 2 of Article  Fourth shall be members of Class III." As a result of this
Amendment,  directors  elected by the holders of Common Stock separately will be
permitted to serve in any of Class I, Class II or Class III.

     The Board of  Directors  believes  that it is in the best  interests of the
Company and its shareholders to have the directors elected solely by the holders
of Common Stock spread among the classes of directors.  This is consistent  with
the actual  historical  practice  of the  Company,  notwithstanding  the literal
language of the provision quoted above.

     Approval of the Amendment will require the  affirmative  vote of a majority
of the votes entitled to be cast, with the Common Stock and Class B Stock voting
together as a single class.

     THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE TO APPROVE THE AMENDMENT TO THE
COMPANY'S CERTIFICATE OF INCORPORATION.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Messrs. Karmazin and Hollander are officers or employees of Infinity, which
beneficially  owns 15.8% of the Common Stock of the Company.  Mr. Suleman was an
officer of  Infinity  until  March  2002.  Infinity  manages  the  business  and
operations of the Company pursuant to the terms of the Management Agreement,  by
providing to the Company the services of a chief  executive  officer and a chief
financial  officer.  The current  agreement  was entered  into in March 1999 and
provided for a five year term,  which term has been  extended for an  additional
five years until March 31, 2009,  pursuant to the Letter  Agreement  between the
Company  and  Infinity   described  in  this  proxy  statement  and  subject  to
shareholder  authorization.  Pursuant to the Management  Agreement  prior to the
effectiveness  of the  Letter  Agreement,  the  Company is  obligated  to pay to
Infinity an annual  base fee of  $2,500,000  subject to an annual  increase by a
percentage  amount equal to the  increase  based on a specified  consumer  price
index.  Following  effectiveness  of the Letter  Agreement,  the Company will be
obligated to pay to Infinity an annual base fee for the extension  period in the
amount of $3,000,000 commencing with the fiscal year beginning on April 1, 2004,
subject to an annual  increase for each year  thereafter by a percentage  amount
equal to the increase in a specified price index for the prior year.


     In addition,  the Company pays to Infinity  incentive bonus compensation in
an amount equal to 10% of the amount by which the Company's  operating cash flow
exceeds a target amount for the applicable year, subject to certain adjustments.
The Company  must also  reimburse  Infinity for certain  out-of-pocket  expenses
incurred by Infinity in performing the services  contemplated  by the Management
Agreement consistent with past practice.  For a further description of the terms
of the Management Agreement, see "Transactions with Infinity-Existing Agreements
with Infinity-Management Agreement." Under the Management Agreement, the Company
paid to Infinity or accrued amounts aggregating  approximately $3,983,000 during
fiscal  2001.  As  additional  compensation  to  Infinity  under the  Management
Agreement,  Infinity was granted at March 30, 1999, the beginning of the current
five  year-term  of the  Management  Agreement,  warrants to purchase  2,000,000
shares of Common  Stock at a price of $10.00 per share and  2,000,000  shares of
Common Stock at a price of $12.50 per share,  in each case  exercisable  only if
certain  thresholds  with respect to the Company's  Common Stock price were met.
The Company and Infinity have also entered into a registration  rights agreement
with  respect  to the  shares of Common  Stock  issuable  upon  exercise  of the
warrants pursuant to which the Company granted to Infinity  specified demand and
registration  rights. In 2001, Infinity sold its $10.00 warrants to the Company,
receiving net proceeds  aggregating  $41,350,000.  In March 2002,  Infinity sold
1,000,000  of  its  $12.50  warrants  to the  Company,  receiving  net  proceeds
aggregating $25,430,000. The transactions, which were completed at a discount to
the  market  value  of  the  securities,  were  reviewed  and  approved  by  the
Compensation  Committee  and by the Board of Directors  other than the directors
who were officers or employees of Infinity.

     The Management Agreement provides that all transactions between the Company
and Infinity or its affiliates  will be on a basis that is at least as favorable
to the Company as if the transaction were entered into with an independent third
party. In addition,  subject to specified exceptions, all agreements between the
Company and Infinity or any of its  affiliates  must be approved by the Board of
Directors.

                                       20



     On March 31, 1999, the Company  renewed the  Representation  Agreement with
Infinity to operate the CBS Radio  Networks for an  additional  five years.  The
Company retains all revenue and is responsible for all expenses of the CBS Radio
Networks. In addition, a number of Infinity's radio stations are affiliated with
the Company's  radio networks and the Company  purchases  several  programs from
Infinity.  For  a  further  description  of  the  terms  of  the  Representation
Agreement,   see   "Transactions   with   Infinity-Existing    Agreements   with
Infinity-Representation  Agreement."  During 2001, the Company incurred expenses
aggregating approximately $77,444,000 under the Representation Agreement and for
Infinity  affiliations  and  programs.  In  connection  with the  renewal of its
Representation  Agreement in 1999,  the Company  entered  into  certain  related
agreements  concerning  the  licensing  of CBS  trademarks  from  Infinity,  the
purchase of certain  programming  materials  from  Infinity and the provision of
technical services and news gathering and production services by Infinity or its
affiliates to the Company.

     On April 15,  2002,  the Company  entered  into the Letter  Agreement  with
Infinity  which,  among  other  things,  extends  the  term  of  the  Management
Agreement,  the  Representation  Agreement and related  agreements with Infinity
until March 31, 2009. The  effectiveness of the transactions contemplated by the
Letter Agreement is subject to the shareholder  authorization  described in this
proxy statement.

     Mr. Lerman has been a member of the Washington, D.C. law firm of Leventhal,
Senter and Lerman,  PLLC since  1986.  From time to time,  the  Company  engages
Leventhal,  Senter and Lerman, PLLC in certain matters. The fees associated with
those  engagements  aggregated  $36,000 in 2001. In addition,  from time to time
Leventhal, Senter and Lerman PLLC provides services to Infinity as well.

Compensation Committee Interlocks and Insider Participation

     As stated above, the Company's  Compensation  Committee is comprised solely
of independent  outside  directors.  The Compensation  Committee consists of Mr.
Greenberg,   Mr.  Dennis  and  Mr.  Smith.   The  Company  has  no  interlocking
relationships or other transactions  involving any of our Compensation Committee
members that are required to be reported  pursuant to applicable  Securities and
Exchange Commission rules.

                             EXECUTIVE COMPENSATION

Report of the Compensation Committee

     The  Compensation  Committee of the Board of Directors must be comprised of
at least two independent outside directors.  The Committee in 2001 was comprised
of three independent outside directors.

     As  previously  stated,  the  Committee  administers  the  Company's  Stock
Incentive Plan and may review employment arrangements with executive officers of
the Company other than Messrs. Hollander and Suleman who served as the Company's
President and Chief  Executive  Officer and Executive  Vice  President and Chief
Financial  Officer,  respectively,  pursuant to the  Management  Agreement  with
Infinity.  As previously  stated,  Mr.  Suleman  resigned as the Executive  Vice
President  and Chief  Financial  Officer of the  Company on March 31,  2002 as a
result of his resignation as Infinity's  President and Chief Executive  Officer.
Infinity is currently  conducting a search for Mr. Suleman's  replacement as CFO
of the Company. Under the terms of the Management Agreement,  the Company pays a
management fee to Infinity for the services of the Company's CEO and CFO and the
Committee has authority to grant stock option incentives to these officers.

How is executive compensation determined?

     The Company's  compensation  program for  executives  consists of three key
elements - a base salary, a performance based bonus and periodic grants of stock
incentives.  The compensation  policies  utilized by the Committee and the Chief
Executive  Officer are  intended  to enable the  Company to attract,  retain and
motivate  executive  officers to meet  Company  goals.  Generally,  compensation
decisions  are  based  on   contractual   commitments,   as  well  as  corporate
performance,  the level of individual responsibility of the particular executive
and individual  performance.  The foregoing factors are listed in order of their
relative importance in making compensation decisions.  Salary paid to Mr. Pattiz
for 2001 was  based on the  terms  of his  1998  employment  agreement  with the
Company, which expires on November 30, 2003.

     Mr. Hollander,  the Company's  President and Chief Executive  Officer,  was
responsible  for  determining  the  salary and cash flow  objectives  that would
result in bonuses being paid to executive officers (other than Mr. Pattiz, whose
salary was based on the terms of his employment agreement).

                                       21



     The  Committee  has  granted  stock  incentives,  under the  Amended  Stock
Incentive  Plans  approved by  shareholders,  to officers  and  employees of the
Company to reward outstanding performance during the prior fiscal year and as an
incentive to continued  outstanding  performance in future years.  In evaluating
the  performance  of  officers  and  employees  other  than the Chief  Executive
Officer,  the Committee  consults with the Chief Executive Officer and others in
management,  as applicable. In evaluating the performance of the Chief Executive
Officer,  the Committee  may consult with the entire Board of  Directors.  In an
effort to attract and retain  highly  qualified  officers and  employees,  stock
incentives  may also be granted by the  Committee,  at its sole  discretion,  to
newly hired  officers and employees as an inducement to accept  employment  with
the Company.

The Compensation Committee

Gerald Greenberg, Chairman of the Compensation Committee
David L. Dennis
Joseph B. Smith
                               EXECUTIVE OFFICERS

     Disclosure  regarding  compensation  is provided for each of the  executive
officers of the  Company  (collectively,  the "Named  Executive  Officers")  who
served as  executive  officers  at the end of or during  the  fiscal  year ended
December 31, 2001:


   Norman J. Pattiz............  The Company's Chairman of the Board at
                                   December 31, 2001.

   Joel Hollander..............  The Company's Chief Executive Officer and
                                   President at December 31, 2001.

   Farid Suleman...............  The Company's Executive Vice President and
                                   Chief Financial Officer at December 31, 2001.

Employment Agreements

     The Company has a written employment  agreement with Mr. Pattiz,  effective
April 29,  1998,  pursuant  to which Mr.  Pattiz is to serve as  Chairman of the
Board of the Company for a five-year term ending  November 30, 2003 at an annual
salary of $500,000.  The agreement also granted Mr. Pattiz  ten-year  options to
acquire  1,000,000 shares of Common Stock under the 1989 Plan (which vest at the
rate of  200,000  shares  per year  over the  five-year  term of the  employment
agreement) and provides additional benefits which are standard for executives in
the  industry.  The  agreement  generally  will be terminable by Mr. Pattiz upon
ninety days' written notice to the Company; it will be terminable by the Company
only in the event of death,  permanent and total disability,  or for "cause." In
the event of permanent  and total  disability,  Mr. Pattiz will receive his base
salary  for the  following  twelve  months  and 75% of his base  salary  for the
remainder of the term of the  agreement.  In the event of a "change of control,"
as defined in the  agreement,  any  unvested  options  granted  pursuant to this
agreement will become  immediately  exercisable  and Mr. Pattiz will continue to
receive any base  compensation  he would have otherwise been entitled to receive
for the remaining term of the agreement. In addition, Mr. Pattiz has full "piggy
back registration rights" and limited demand registration rights with respect to
any and all of the Common Stock owned by Mr. Pattiz.


                                       22



                      EXECUTIVE COMPENSATION SUMMARY TABLE

     The  following  table sets  forth the  compensation  received  by the Named
Executive Officers for the years ending December 31, 2001, 2000 and 1999.



                                                                                          

                                                                       Annual Compensation
                              -----------------------------------------------------------------------------------------------
                                                                                              Long-Term
                                                                                            Compensation
                                                                                             Securities
Name and                     Fiscal                                   Other Annual           Underlying        All Other
Principal Position            Year       Salary ($)    Bonus ($)      Compensation ($)       Options (#)     Compensation ($)
------------------           ------      ----------    ---------      ----------------       -----------     ----------------
                                                                           (1)

Norman J. Pattiz              2001        $500,000        --                --                   --                  --
  Chairman of the Board       2000         500,000        --                --                   --                  --
                              1999         500,000        --                --                 20,000                --

Joel Hollander                2001           --           --                --                100,000                --
  Chief Executive Officer     2000           --           --                --                   --                  --
  And President (2)           1999           --           --                --                100,000                --

Farid Suleman                 2001           --           --                --                   --                  --
  Chief Financial             2000           --           --                --                700,000                --
  Officer (2)                 1999           --           --                --                400,000                --



_________________________________

(1)  This  column  includes  the  aggregate  cost to the Company (if such amount
     exceeded the lesser of $50,000 or 10% of such  officer's  salary and bonus)
     of providing various prerequisites and other personal benefits.
(2)  Mr. Suleman assumed his position  effective February 3, 1994. Mr. Hollander
     assumed his position  effective  October 8, 1998,  pursuant to the terms of
     the  Management  Agreement  between  the  Company  and  Infinity.   Messrs.
     Hollander  and  Suleman  do not  receive  any  cash  compensation  from the
     Company.  All  compensation  under  the  Management  Agreement  is  paid to
     Infinity.  Mr.  Hollander was granted  100,000  options to purchase  Common
     Stock in 1999 and 100,000  options in 2001,  while Mr.  Suleman was granted
     400,000 options in 1999 and 700,000  options in 2000. Mr. Suleman  resigned
     his position as Chief Financial Officer with the Company on March 31, 2002.


     The following two tables provide information on stock option grants made to
the Named Executive  Officers in 2001, options exercised during 2001 and options
outstanding on December 31, 2001.



                                                                             


                                                   OPTION GRANTS IN FISCAL YEAR 2001

                                                            Individual Grants
                     ---------------------------------------------------------------------------------------------------
                                                                                            Potential Realizable Value at
                         Number of           % of Total                                     Assumed Annual Rates of Stock
                         Securities       Options Granted     Exercise or                       Price Appreciation for
                     Underlying Options   to Employees in     Base Price     Expiration             Option Term
       Name            Granted (#) (1)     Fiscal Year (2)     ($/Share)         Date         5% ($)            10% ($)
       ----          ------------------   ----------------    -----------    ----------     -----------------------------

  Joel Hollander          100,000               9.3%            $21.45        03/15/11      $1,351,000         $3,410,000


-----------------------

(1)  These options were granted under the Amended 1999 Stock  Incentive  Plan on
     March 15, 2001 and become exercisable 20% per year on each anniversary date
     between 2002 and 2006.
(2)  Percentage  calculations exclude the impact of a mandatory grant of 105,000
     options at $30.30 per share  (except for Mr.  Saperstein  whose shares were
     priced at $33.33 per share) on May 30,  2001 to outside  directors  (15,000
     each to Messrs. Dennis,  Greenberg,  Holt, Hummer,  Lerman,  Saperstein and
     Smith)  which,  in  accordance  with the terms of the  Amended  1999  Stock
     Incentive Plan, become exercisable 20% per year on each May 30 between 2002
     and 2006.

                                       23



                                                                                

                                        AGGREGATED OPTION EXERCISES IN FISCAL 2001
                                             AND FISCAL YEAR END OPTION VALUES

                                                             Number of Securities Underlying       Value of Unexercised,
                                                                   Unexercised Options              In-the-Money Options
                                                               at Fiscal Year End (#)            at Fiscal Year End ($) (1)
                         Shares Acquired        Value      --------------------------------     ---------------------------
        Name             on Exercise (#)      Realized ($)    Exercisable     Unexercisable     Exercisable   Unexercisable
        ----             ---------------      ------------    ----------      -------------     -----------   -------------


Norman J. Pattiz             548,000           $6,913,000        200,000          412,000        $3,196,000     $6,600,000

Joel Hollander               200,000            4,903,000        140,000          360,000         2,619,000      5,884,000

Farid Suleman                   -                  -           1,120,000          880,000        22,057,000      5,840,000
----------------------


(1)  On December 31, 2001, the closing per share price for the Company's  Common
     Stock on the New York Stock Exchange was $30.05.

                                       24



                                PERFORMANCE GRAPH

     The  performance  graph below  compares the  performance  of the  Company's
Common  Stock to the Dow Jones  Equity  Market  Index  and the Dow  Jones  Media
Industry  Index for the Company's  last five calendar  years.  The graph assumes
that $100 was invested in the Company's  Common Stock and each index on December
31, 1996.

     The following  table sets forth the closing  price of the Company's  Common
Stock at the end of each of the last five calendar years.


    Measurement                           Dow Jones         Dow Jones
      Period                               Equity             Media
(last business day     Westwood            Market            Industry
 of calendar year)     One, Inc.           Index              Index
------------------     ---------          ---------         ---------

     1996                100                 100               100
     1997                223                 132               157
     1998                183                 165               203
     1999                456                 203               324
     2000                232                 184               229
     2001                361                 161               210

 Base Year
 1996            1997           1998           1999           2000         2001
 ----            ----           ----           ----           ----         ----

$ 8.31          $18.56         $15.25         $38.00         $19.31       $30.05
======          ======         ======         ======         ======       ======


                                       25



                COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     Section 16(a) of the Exchange Act requires the Company's executive officers
and directors,  and persons who own more than ten percent of a registered  class
of the Company's equity securities,  to file reports of ownership and changes in
ownership  with the  Securities  and Exchange  Commission.  Executive  officers,
directors and more than ten percent  shareholders are required by Securities and
Exchange Commission regulation to furnish the Company with copies of all Section
16(a) forms they file.

     Based  solely on its review of the copies of such forms  received by it, or
written  representations from its directors and executive officers,  the Company
believes  that during 2001 its executive  officers,  directors and more than ten
percent  beneficial owners complied with all filing  requirements  applicable to
them.

                                  SOLICITATION

     The  cost  of  preparing,  assembling,  printing  and  mailing  this  proxy
statement  and the  accompanying  proxy card will be borne by the  Company.  The
Company has  requested  banks and  brokers to solicit  their  customers  who are
beneficial owners of Common Stock listed of record in the names of the banks and
brokers,  and  will  reimburse  these  banks  and  brokers  for  the  reasonable
out-of-pocket  expenses of their  solicitations.  The original  solicitation  of
proxies  by  mail  may be  supplemented  by  telephone,  telegram  and  personal
solicitation  by officers and other  regular  employees  of the Company,  but no
additional  compensation will be paid on account of these additional activities.
In addition,  the Company has retained  Georgeson  Shareholder  to assist in the
solicitation  of proxies.  Georgeson  Shareholder  may solicit  proxies by mail,
telephone,  telegraph and personal solicitation, and will request banks, brokers
and other  nominees,  fiduciaries  and  custodians  nominally  holding shares of
Common Stock of record to forward proxy  soliciting  material to the  beneficial
owners of such  shares.  For these  services,  the  Company  will pay  Georgeson
Shareholder  a fee  estimated  not to  exceed  $9,000,  plus  reimbursement  for
expenses.

                         SHAREHOLDER PROPOSALS FOR 2002

     Under the rules of the Securities and Exchange Commission,  any shareholder
proposal  intended for inclusion in the proxy material for the Annual Meeting of
Shareholders  to be held in 2003 must be received by the Company by December 31,
2002 to be eligible for inclusion in such proxy  material.  Proposals  should be
addressed to Gary J. Yusko, Secretary,  Westwood One, Inc., 40 West 57th Street,
5th Floor, New York, NY 10019. Proposals must comply with the proxy rules of the
Securities and Exchange Commission relating to shareholder proposals in order to
be included in the proxy  materials.  Additionally,  the Company's proxy holders
for the Company's 2003 annual meeting of  Shareholders  will have  discretionary
authority to vote on any  shareholder  proposal that is presented at such annual
meeting but that is not included in the Company's proxy materials, unless notice
of such  proposal is received by the Secretary of the Company on or before March
30, 2003.


                                 By Order of the Board of Directors



                                 Gary J. Yusko
                                 Secretary


New York, New York
April 29, 2002


                                       26



                                   Appendix A

                                      PROXY

                               WESTWOOD ONE, INC.

    Proxy for 2002 Annual Meeting of Shareholders for Holders of Common Stock
         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
                               WESTWOOD ONE, INC.

     The undersigned  shareholder of Westwood One, Inc., a Delaware  corporation
(the  "Company"),  hereby  appoints  Gary  J.  Yusko  and  Gary  Worobow  as the
undersigned's  proxies,  each with full power of  substitution to attend and act
for the  undersigned at the Annual Meeting of  Shareholders of the Company to be
held on May 29,  2002 at 10:00  a.m.,  Pacific  Time,  in  Studio 3 of the W Los
Angeles  Hotel,  930 Hilgard  Avenue,  Los  Angeles,  California  90024 and any
adjournments  thereof,  and to represent  and vote as  designated on the reverse
side all of the shares of Common Stock of the Company that the undersigned would
be entitled to vote.

         The  proxies,  and each of them,  shall  have all the  powers  that the
undersigned would have if acting in person.  The undersigned  hereby revokes any
other proxy to vote at the Annual  Meeting and hereby  ratifies and confirms all
that the  proxies,  and each of them,  may  lawfully do by virtue  hereof.  With
respect to matters not known at the time of the  solicitation of this proxy, the
proxies are authorized to vote in accordance with their best judgments.

SEE REVERSE         CONTINUED AND TO BE SIGNED ON REVERSE SIDE      SEE REVERSE
-----------                                                         -----------
  SIDE                                                                SIDE


                                      A-1





          X       Please mark votes as in this example.
        -----

The proxies present at the Annual Meeting, either in person or by substitute (or
if only one shall be  present  and act,  then that  one),  shall vote the shares
represented by this proxy in the manner indicated below by the  shareholder.  IF
NO  INSTRUCTIONS  TO THE CONTRARY ARE INDICATED ON THIS PROXY,  IT WILL BE VOTED
FOR ITEMS 1, 2, 3 and 4 SHOWN BELOW.  The Board of  Directors  recommends a vote
FOR all nominees in Item 1 and FOR Items 2, 3 and 4.

1.   Election  of  Class  III  Directors.   Nominees:   Gerald  Greenberg,  Joel
     Hollander, and Steven Lerman


          -----  FOR ALL NOMINEES            -----    WITHHELD FROM ALL NOMINEES

          -----  FOR ALL NOMINEES EXCEPT AS NOTED ABOVE (to withhold authority
                 for a Director nominee strike out such nominees name)


2.   Ratification  of  the  selection  of  PricewaterhouseCoopers   LLP  as  the
     independent  accountants of the Company for the fiscal year ending December
     31, 2002.

                  FOR               AGAINST          ABSTAIN

                 -----               -----            -----

3.   To  authorize  a  letter   agreement   between  the  Company  and  Infinity
     Broadcasting  Corporation  dated as of April 15, 2002, and the transactions
     contemplated thereby.

                  FOR               AGAINST          ABSTAIN

                 -----               -----            -----

4.   To approve the amendment to the  Company's  certificate  of  incorporation,
     eliminating  the requirement  that all directors  entitled to be elected by
     holders of Common Stock voting alone must be Class III directors.
                  FOR               AGAINST          ABSTAIN

                 -----               -----            -----

                           MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
                                                                          -----

                           PLEASE  MARK,   SIGN,  DATE  AND  RETURN  YOUR  PROXY
                           PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED.

                           IMPORTANT:  In signing  this proxy,  please sign your
                           name or names on the signature  line in the same way
                           as  indicated  on  this  proxy.  When  signing  as an
                           attorney,   executor,   administrator,   trustee   or
                           guardian, please give your full title as such.
                           EACH JOINT OWNER MUST SIGN.

Signature:              Date:             Signature:              Date:
          -------------      -------                -------------      -------

                                      A-2



                                      PROXY

                               WESTWOOD ONE, INC.

   Proxy for 2002 Annual Meeting of Shareholders for Holders of Class B Stock
         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
                               WESTWOOD ONE, INC.

     The undersigned  shareholder of Westwood One, Inc., a Delaware  corporation
(the  "Company"),  hereby  appoints  Gary  J.  Yusko  and  Gary  Worobow  as the
undersigned's  proxies,  each with full power of  substitution to attend and act
for the  undersigned at the Annual Meeting of  Shareholders of the Company to be
held on May 29,  2002 at 10:00  a.m.,  Pacific  Time,  in  Studio 3 of the W Los
Angeles  Hotel,  930  Hilgard  Avenue,  Los  Angeles,  California  90024 and any
adjournments  thereof,  and to represent  and vote as  designated on the reverse
side all of the  shares  of Class B Stock of the  Company  that the  undersigned
would be entitled to vote.

     The  proxies,  and  each of  them,  shall  have  all the  powers  that  the
undersigned would have if acting in person.  The undersigned  hereby revokes any
other proxy to vote at the Annual  Meeting and hereby  ratifies and confirms all
that the  proxies,  and each of them,  may  lawfully do by virtue  hereof.  With
respect to matters not known at the time of the  solicitation of this proxy, the
proxies are authorized to vote in accordance with their best judgments.

SEE REVERSE         CONTINUED AND TO BE SIGNED ON REVERSE SIDE      SEE REVERSE
-----------                                                         -----------
  SIDE                                                                SIDE


                                      A-3




          X       Please mark votes as in this example.
        -----

The proxies present at the Annual Meeting, either in person or by substitute (or
if only one shall be  present  and act,  then that  one),  shall vote the shares
represented by this proxy in the manner indicated below by the  shareholder.  IF
NO  INSTRUCTIONS  TO THE CONTRARY ARE INDICATED ON THIS PROXY,  IT WILL BE VOTED
FOR ITEMS 1, 2, 3 and 4 SHOWN BELOW.  The Board of  Directors  recommends a vote
FOR the nominee in Item 1 and FOR Items 2, 3 and 4.

1.   Election of Class III Directors.
     Nominee: Joel Hollander and Steven Lerman


          -----  FOR THE NOMINEES           -----    WITHHELD FROM ALL NOMINEES


2.   Ratification  of  the  selection  of  PricewaterhouseCoopers   LLP  as  the
     independent  accountants of the Company for the fiscal year ending December
     31, 2002.

                  FOR               AGAINST          ABSTAIN

                 -----               -----            -----

3.   To  authorize  a  letter   agreement   between  the  Company  and  Infinity
     Broadcasting  Corporation  dated as of April 15, 2002, and the transactions
     contemplated thereby.

                  FOR               AGAINST          ABSTAIN

                 -----               -----            -----

4.   To approve the amendment to the  Company's  certificate  of  incorporation,
     eliminating  the requirement  that all directors  entitled to be elected by
     holders of Common Stock voting alone must be Class III directors.
                  FOR               AGAINST          ABSTAIN

                 -----               -----            -----


                           MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
                                                                          -----

                           PLEASE  MARK,   SIGN,  DATE  AND  RETURN  YOUR  PROXY
                           PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED.

                           IMPORTANT:  In signing  this proxy,  please sign your
                           name or names on the signature  line in the same ways
                           as  indicated  on  this  proxy.  When  signing  as an
                           attorney,   executor,   administrator,   trustee   or
                           guardian, please give your full title as such.
                           EACH JOINT OWNER MUST SIGN.

Signature:              Date:             Signature:              Date:
          -------------      -------                -------------      -------



                                       A-4



                                    ANNEX A
                                    -------

April 15, 2002





Westwood One, Inc.
40 West 57th Street, 15th Floor
New York, New York 10019

Attention: Legal Department

Ladies and Gentlemen:

     Reference  is  made  to  (i)  the  Management  Agreement  (the  "Management
Agreement";  terms  are  used  in  this  Letter  as  defined  in the  Management
Agreement,  unless  otherwise  defined herein) dated as of March 30, 1999 by and
between  Westwood  One,  Inc.  ("WON")  and  Infinity  Broadcasting  Corporation
("IBC"),  (ii) the  Registration  Rights Agreement dated as of March 30, 1999 by
and between WON and IBC (the "Registration Rights Agreement"), (iii) the Amended
and Restated Representation  Agreement dated as of March 30, 1999 by and between
WON and  IBC  (the  "Representation  Agreement"),  (iv)  the  Trademark  License
Agreement dated as of March 30, 1999 by and between WON and IBC (the "License"),
(v) the News Programming Agreement dated as of March 30, 1999 by and between WON
and IBC (the "Programming  Agreement") and (vi) the Technical Services Agreement
dated as of March 30, 1999 by and between WON and IBC (the "Services  Agreement"
and collectively the "Transaction Agreements").

         1.       Management Agreement.

     (a) Section 1.1 of the Management  Agreement is hereby amended by adding at
the end of the first paragraph thereof a sentence to read in full as follows:

          "The Board of Directors shall have the right to remove each of the CEO
     and the CFO at any  time,  provided  that the  Board of  Directors  may not
     exercise  such right  unreasonably  and  notifies  Manager  to such  effect
     promptly after such determination is made."

     (b) Section 1.6 of the Management  Agreement is hereby amended and replaced
to read in full as follows:

          "Reimbursement for Expenses. The compensation to be paid to Manager as
     provided in Article II does not include, and the Company agrees to promptly
     reimburse  Manager for, all  out-of-pocket  expenses incurred by Manager in
     performing the Management Services  consistent with past practice,  but not
     including  (a) the  salaries,  employee  benefits and related  costs of the
     individuals  provided by Manager  pursuant to Section 1.1 and  officers and
     other employees of Manager made available and used as provided in Article I
     (provided that such  individuals,  officers and employees shall be eligible
     to receive stock options and other incentive  compensation  pursuant to the
     Company's  stock  option  and  other  incentive   compensation   plans,  in
     accordance  with the terms  thereof),  or (b)  office  and  other  overhead
     expenses of Manager. The Company shall have the right to reasonably consult
     with Manager with respect to any  compensation to be paid by Manager to the
     Company's CEO and CFO  appointed by Manager,  but solely to the extent such
     compensation  directly and  specifically  relates to and is  allocated  for
     services  provided  by  such  persons  to  the  Company  pursuant  to  this
     Agreement. The Company shall promptly notify Manager of any compensation to
     be paid or issued by the Company to the CEO or the CFO,  including  without
     limitation all stock options and other incentive compensation."



     (c)  Section  2.1(a) of the  Management  Agreement  is hereby  amended  and
replaced to read in full as follows:

     "(a) The Company shall pay to Manager a base  management fee at the rate of
(i) $2,500,000 for each Contract Year (as defined below) through March 31, 2004,
subject to increase  each  Contract  Year as provided in paragraph (b) below and
(ii)  $3,000,000  for each Contract Year  following  March 31, 2004,  subject to
increase  each  Contract  Year as provided in  paragraph  (b) below and, in each
case,  payable in advance in monthly  installments  on the first business day of
each month (prorated for any partial  month).  "Contract Year" means each period
from April 1 of one calendar  year through  March 31 of the  following  calendar
year, in each case during the term of the Agreement."

     (d) Section 2.1 of the Management  Agreement is hereby amended by adding at
the end thereof a new paragraph (c) to read in full as follows:

          "(c) (i) The  Company  shall pay to the  Manager an annual  cash bonus
     with  respect  to each  calendar  year of the  Company  equal to 10% of the
     amount by which  the  Company's  Operating  Cash  Flow (as  defined  below)
     exceeds  the  following  amounts,  which are  subject  to  modification  as
     provided below ("Target Cash Flow"), for each fiscal year indicated below:

                                    2002    $166,500,000
                                    2003    $183,200,000
                                    2004    $201,500,000
                                    2005    $221,650,000
                                    2006    $243,800,000
                                    2007    $268,200,000
                                    2008    $295,000,000

          (ii) Such  bonus  shall be payable on or prior to the later of 95 days
     after the end of such  fiscal year and 5 days  following  the date on which
     the Company's independent accountants render their opinion on the Company's
     financial  statements for such year.  "Operating Cash Flow" with respect to
     any year shall be defined as earnings before interest,  taxes, depreciation
     and amortization,  management fees and cash bonus,  extraordinary  gains or
     losses (as defined by Generally Accepted  Accounting  Principles  ("GAAP"))
     and other non-cash income or expense items included in the determination of
     earnings,  calculated on a basis  consistent with past practice and, except
     as set forth in the next  sentence,  in accordance  with GAAP. In the event
     that subsequent to April 15, 2002 there is a change in GAAP that results in
     a different  calculation  of Operating Cash Flow from that which would have
     otherwise  resulted if such a change had not been made,  the  parties  will
     mutually  elect to either (y) make  future  calculations  on the basis that
     such  change in GAAP had not been made or (z) adjust  the Target  Cash Flow
     amounts by an amount that will take into  account the effect of such change
     on all  subsequent  calculations  of  Operating  Cash Flow (a "GAAP  Change
     Adjustment").  In the event the  parties are unable to reach  agreement  on
     which  alternative  to elect,  then the Target  Cash Flow  amounts  will be
     adjusted  as set forth in clause  (z) of the  immediately  prior  sentence,
     subject to clause (iv) below.

          (iii) The Target Cash Flow  amounts  shall be  adjusted  (either up or
     down) if the Company  acquires or disposes of any  business,  any series of
     related businesses or portion of a business that accounted for, in the case
     of a disposition, or that would have accounted for on a pro forma basis, in
     the case of an  acquisition,  at least 5% of the Company's  Operating  Cash
     Flow for the last full fiscal year immediately  prior to the acquisition or
     disposition, as the case may be.

                                       2



     In the case of any such  acquisition  or  disposition  that exceeds such 5%
     threshold,  a pro forma adjustment to the Target Cash Flow shall be made to
     measure the Company's actual Operating Cash Flow on a basis comparable with
     the Target Cash Flow as follows: (A) with respect to any measurement period
     in which an  acquisition or  disposition  occurs,  the Target Cash Flow for
     such fiscal year (the "Transaction  Year") shall be adjusted to include (in
     the case of an acquisition)  or exclude (in the case of a disposition)  the
     actual Operating Cash Flow for the business,  businesses or portion thereof
     acquired or disposed of during such period and (B) the Target Cash Flow for
     the year subsequent to the Transaction  Year shall be 110% of the amount of
     the original Target Cash Flow for the Transaction  Year further adjusted to
     include  (in the  case of an  acquisition)  or  exclude  (in the  case of a
     disposition)  the pro  forma  effect  of the  Operating  Cash  Flow for the
     Transaction Year as if such transaction was in effect for the entire twelve
     months.  The Target Cash Flow for each  subsequent  year shall similarly be
     increased by 10% compounded  annually  applied on a pro forma basis. In the
     case of an  acquisition,  such  adjustment  to the Target Cash Flow for the
     year  subsequent  to the  Transaction  Year shall be based on the Operating
     Cash Flow of the  business  being  acquired  for the twelve  full  calendar
     months immediately prior to the completion of the acquisition,  adjusted on
     a  pro  forma  basis  for  any  direct  cost  savings  resulting  from  the
     acquisition of such business. In the case of a disposition, such adjustment
     to the Target  Cash Flow shall be based on the  Operating  Cash Flow of the
     business  being  divested for the twelve full calendar  months  immediately
     prior to the completion of the divestiture  and for the  Transaction  Year,
     additional  costs, if any, and for subsequent years,  additional  recurring
     costs, if any, resulting from the disposition of such business.

          (iv) The  parties  agreed to  negotiate  in good faith any  adjustment
     required  by this  subsection  (c).  In the event the parties are unable to
     agree upon a GAAP Change  Adjustment  or an  adjustment  to the Target Cash
     Flow  amounts,  such  adjustment  shall  be  determined  by  the  Company's
     independent accountants, or, if they are unavailable, other mutually agreed
     independent  auditors.  Each  party  agrees to  cooperate  fully  with such
     accountants in an attempt to resolve such adjustment.  The decision reached
     by such accountants  shall be legally binding on the parties and admissible
     in any legal proceeding."

     (e) Section 2.2 of the Management  Agreement is hereby amended by adding at
the end thereof two new paragraphs to read in full as follows:

          "As   compensation  to  the  Manager   hereunder,   the  Company  has,
     concurrently  with the execution of the amendment to this  Agreement  dated
     April 15,  2002,  executed and  delivered to the Manager two warrants  (the
     "1,000,000  Warrants"),  each substantially in the form of Exhibit C hereto
     (each such  warrant  to be deemed a Warrant  as  defined  in the  preceding
     paragraph),  granting  Manager the right to purchase (i) in the case of the
     first  warrant an aggregate of 1,000,000  shares of Common Stock at a price
     per share equal to the product of (x) the average  Market Price (as defined
     in the  applicable  Warrant)  per  share of  Common  Stock  for each of the
     fifteen (15) trading days on which the national  securities  exchanges  are
     open for trading  prior to January 2, 2003 (the "2003 Base  Price") and (y)
     1.15,  if the Market  Price per share of Common  Stock is at least equal to
     the product of (x) such exercise price and (y) 1.50 on at least twenty (20)
     out of thirty  (30)  consecutive  trading  days during  which the  national
     securities  exchanges  are  open  for  trading  and (ii) in the case of the
     second warrant an aggregate of 1,000,000  shares of Common Stock at a price
     per share equal to the product of (x) the 2003 Base Price and (y) 1.29,  if
     the Market Price (as defined in the applicable Warrant) per share of Common
     Stock is at least equal to the product of (x) such  exercise  price and (y)
     1.60 on at least  twenty (20) out of thirty (30)  consecutive  trading days
     during which the national securities exchanges are open for trading.

          As further  compensation  to the Manager  hereunder,  the Company has,
     concurrently  with the execution of the amendment to this  Agreement  dated
     April 15, 2002,  executed and  delivered to the Manager five (5)  warrants,
     each substantially in the form of Exhibit D hereto (each such warrant to be
     deemed a Warrant as defined in the first  paragraph of this  Section  2.2),
     each such  warrant  granting the Manager the right to purchase an aggregate
     of 500,000  shares of Common Stock,  for the ten year  exercise  period set

                                       3



     forth  therein  commencing  on January 2 of each of the years  2005,  2006,
     2007,  2008 and 2009, if in each case the average  Market Price (as defined
     in the  applicable  Warrant)  per  share of  Common  Stock  for each of the
     fifteen  (15)  trading  days  prior to  January 2 of such year on which the
     national securities exchanges are open for trading is at least equal to the
     exercise  price for such year and if such average  Market Price is equal to
     or greater  than the product of (x) the average  Market  Price per share of
     Common  Stock for each of the fifteen  (15) trading days prior to January 2
     of the preceding year on which the national  securities  exchanges are open
     for trading  multiplied by (y) 1.20. The five Warrants shall  correspond to
     each of the 2004, 2005, 2006, 2007 and 2008 fiscal years, respectively, and
     the exercise  price per share with  respect to each such  Warrant  shall be
     equal to the average Market Price per share of Common Stock for each of the
     fifteen (15) trading days on which the national  securities  exchanges  are
     open for trading  prior to January 2, 2004 (the "2004 Base  Price"),  plus,
     for the exercise  price for each such Warrant  corresponding  to the fiscal
     years 2004,  2005,  2006,  2007 and 2008,  an amount  equal to a compounded
     annual growth rate of 15% over the 2004 Base Price.

     (f) New Exhibits C and D shall be added to the Management  Agreement in the
forms of Exhibits C and D attached hereto, respectively.

     (g) Section 3.1 of the Management  Agreement is hereby amended by replacing
the  phrase  "fifth  anniversary  of the date of this  Agreement"  with the date
"March 31, 2009".

     (h)  Section  3.2(a)  of the  Management  Agreement  is hereby  amended  by
replacing  the second  sentence  thereof to read in full as  follows: "Upon any
termination of this Agreement by the Company under this Section 3.2(a),  Manager
shall be entitled to (i) the payment of the Base Fee,  payable in the manner set
forth in Section 2.1, for the remaining term of the Agreement,  (ii) the payment
of the Cash Flow Bonus,  if any,  for the fiscal year in which such  termination
occurs pro rated for the period from the beginning of such fiscal year until the
date of such termination,  calculated on the basis of the number of days elapsed
during such period,  payable in the manner set forth in Section 2.1(c) and (iii)
Manager's  rights to purchase  shares of Common Stock  pursuant to the 1,000,000
Warrants shall immediately vest."

     (i)  Section  3.2(b) of the  Management  Agreement  is hereby  amended  and
replaced to read in full as follows:

          "(b)  The  Company  may  terminate  the  term of this  Agreement  by a
     unanimous  vote  of the  members  of the  Board  of  Directors  who are not
     designees or employees of the Manager or any of its affiliates,  if Manager
     shall  have  (i)  willfully  committed  a  material  act of  fraud or gross
     misconduct  in performing  its  obligations  hereunder,  and such act first
     occurs during the term of this  Agreement or (ii)  willfully and materially
     breached a material  term of the Agreement and such breach is not cured and
     continuing  for a period of at least 30 days after the  Company  shall have
     given  the  Manager  written  notice  thereof.  In each  case,  the date of
     termination  shall be specified in a written  notice of  termination to the
     Manager  given by the Board of  Directors  not later than  ninety (90) days
     prior to such date of  termination,  which notice  specifies in  reasonable
     detail the basis, pursuant to this Section 3.2(b), for such termination."

     (j)  Section  4.1(a)  of the  Management  Agreement  is hereby  amended  by
inserting  immediately  following the phrase "this  Agreement" in the first line
thereof  the  following  parenthetical:  "(including,  without  limitation,  as
permitted under Section 4.2 of this Agreement)".

         2.       Representation Agreement.

     (a) Section 2.1 of the  Representation  Agreement is hereby  amended by (i)
deleting the phrase "five (5) years" and  substituting  therefor the phrase "ten
(10)  years"  and (ii)  deleting  the date  "March  31,  2004" and  substituting
therefor the date "March 31, 2009".

     (b) Section  3.1(a) of the  Representation  Agreement is hereby amended and
replaced to read in full as follows:


                                       4



     "(a)  Representative  shall pay to Owner  for the right to render  Services
under this Agreement a fixed annual  representation  fee of (i)  $12,000,000 for
each  Contract  Year through  March 31, 2004,  subject to increase each Contract
Year as provided in paragraph (b) below and (ii)  $14,000,000  for each Contract
Year  following  March 31,  2004,  subject to  increase  each  Contract  Year as
provided in paragraph (b) below, and, in each case, payable quarterly in arrears
in four (4) equal  installments  on each June 30,  September 30, December 31 and
March 31 of each year during the Term."

     (c)  Section  3.1(b) of the  Representation  Agreement  shall be amended by
inserting  immediately following the word "increased" in the second line thereof
the following parenthetical:  "(commencing April 1, 2005, rounded to the nearest
increment of $500,000)".

     (d)  Section  5.1 of the  Representation  Agreement  is hereby  amended and
replaced to read in full as follows:

         "During the Term,  Representative  shall have the exclusive authority,
     subject at all times to  compliance  with all  applicable  laws,  rules and
     regulations  and all  Network  Agreements  (including  all  agreements  and
     arrangements  with  advertisers  or their  representatives  relating to the
     Networks  as in effect  from time to time  during  the Term  (collectively,
     "Advertising  Agreements")),  except as  otherwise  expressly  agreed to in
     writing between Owner and Representative,  to retain all revenues generated
     from the operation of the Networks,  including without  limitation the sale
     of commercial time on the Networks for its own account."

     3. Registration Rights Agreement.

     The definition of Management  Warrants in the Registration Rights Agreement
is amended to include the  warrants  issued to  Infinity  pursuant to the second
paragraph of Section 2.2 of the Management Agreement, as amended hereby.

     4. License.

     Schedule A of the License is hereby  amended and  replaced in full with the
contents of Schedule A attached hereto.

     5. Programming Agreement.

     Section 9 of the  Programming  Agreement is hereby  amended by inserting in
the second proviso  thereof,  immediately  following the phrase  "Representative
terminates the Representation Agreement",  the following parenthetical:  "(other
than pursuant to Section 12.4(iii) thereof)".

     6. Notices.

     Section 6.1 of the Management Agreement, Section 15.7 of the Representation
Agreement,  Section 3.6 of the  Registration  Rights Agreement and Section 11 of
the License are each amended and replaced to read in full as follows:

          "Notices.  All notices,  requests and other  communications  hereunder
     must be in  writing  and will be deemed to have  been  duly  given  only if
     delivered   personally   (including  by  courier)  or  by  facsimile  (with
     confirmation) or mailed (first class postage prepaid) to the parties at the
     following addresses or facsimile numbers:

         If to Westwood One, Inc.:

         Westwood One, Inc.
         40 West 57th Street, 15th Floor
         New York, New York 10019
         Attention: Legal Department
         Fax: 212-641-2198

                                       5



         with a copy to:

         Sullivan & Cromwell
         1888 Century Park East Blvd. 21st floor
         Los Angeles, CA  90067
         Attention: Alison Ressler
         Fax: 310-712-8800

         If to Infinity Broadcasting Corporation:

         Infinity Broadcasting Corporation
         40 West 57th Street
         New York, New York 10019
         Attention: Chief Financial Officer
         Fax: 212-846-1370

         with a copy to:

         Viacom Inc.
         1515 Broadway
         New York, New York 10036
         Attention: Executive Vice President, General Counsel
                     and Secretary
         Fax: 212-258-6099.

          All  such  notices,  requests  and  other  communications  will (i) if
     delivered  personally to the address as provided in this Section, be deemed
     given upon  delivery,  (ii) if delivered by facsimile  transmission  to the
     facsimile  number  as  provided  in this  Section,  be  deemed  given  upon
     confirmation of transmission,  and (iii) if delivered by mail in the manner
     described above to the address as provided in this section, be deemed given
     upon receipt (in each case  regardless  of whether such notice,  request or
     other  communication is received by any other person to whom a copy of such
     notice,  request or other communication is to be delivered pursuant to this
     Section).  Any party from time to time may change  its  address,  facsimile
     number or other  information  for the  purposes of notices to that party by
     giving notice specifying such change to the other parties hereto."

          7. Effectiveness/Miscellaneous.

     (a) (i) This Letter shall be effective  upon due  execution and delivery by
each party hereto.

     (ii) The  effectiveness  of the  amendments to the  Transaction  Agreements
provided for in this Letter and the transactions  contemplated  thereby shall be
subject to the  authorization of 66 2/3% of the outstanding  voting stock of WON
which is not  owned by IBC,  in  accordance  with  Section  203 of the  Delaware
General Corporation Law. This letter may be executed and delivered (including by
facsimile  transmission)  in  one or  more  counterparts,  and by the  different
parties  hereto in separate  counterparts,  each of which when executed shall be
deemed to be an original but all of which taken  together  shall  constitute one
and the same agreement.

     (b) Each of WON and IBC shall use their commercially  reasonable efforts to
take or cause to be taken all  actions  and to do or cause to be done all things
necessary or desirable  under  applicable  laws and  regulations or otherwise to
consummate the transactions  contemplated by this Letter,  and shall execute and
deliver  such  documents  and other  papers as may be  required to carry out the
provisions of this Letter and  consummate  and make  effective the  transactions
contemplated hereby.

                                       6



     (c) Neither WON nor IBC shall issue any press  release or public  statement
with respect to this Letter and the transactions contemplated hereby without the
prior  consent of the other  party,  except to the extent the  disclosing  party
reasonably believes such press release or public statement is required by law or
applicable stock exchange regulations.

     (d) WON shall use its best efforts to take all actions  necessary to obtain
the  shareholder  authorization  required under  paragraph (a) above at its next
Annual  Meeting  of  shareholders  and in any  event  as  soon  as  practicable,
including without  limitation (i) promptly  preparing,  filing and clearing with
the Securities and Exchange Commission,  and distributing to WON's shareholders,
a proxy  statement and all other proxy  materials  necessary or desirable  under
applicable  law  to  obtain  such  authorization,  (ii)  including  therein  the
recommendation  of the Board of  Directors  of WON to approve  the  transactions
contemplated   by  this  Letter,   (iii)   soliciting  and  obtaining  from  its
shareholders proxies in favor of such authorization and (iv) otherwise complying
with all legal  requirements  applicable to such meeting.  WON shall provide IBC
with  copies of all  drafts of such proxy  materials  prior to  distribution  or
filing  thereof,  and shall make such  changes  thereto  as shall be  reasonably
requested  by IBC.  Each of IBC and WON shall be  permitted  to  terminate  this
Letter in the event such  shareholder  authorization is not received on or prior
to December 31, 2002.

     (e)  Each  of WON  and IBC  makes  to the  other  the  representations  and
warranties  contained in Section 5.1 of the Management Agreement as if made with
respect to themselves,  this Letter and the transactions  contemplated hereby as
of the date  hereof  and as of the date of  effectiveness  hereof,  in each case
assuming  that the  condition  set forth in Section  7(a)(ii) of this Letter has
been   satisfied.   WON  represents  and  warrants  that  this  Letter  and  the
transactions  contemplated hereby have been duly authorized by (1) a majority of
the  disinterested  members of the Board of  Directors  of WON,  which,  without
limitation,  shall  not  include  any  directors  affiliated  with  IBC  or  its
affiliates  other than WON to the extent WON would be deemed  such an  affiliate
and (2) a  majority  of the  Continuing  Directors  of WON,  as defined in WON's
Certificate of Incorporation.

     (f) All  expenses  incurred  by each party in  connection  with this Letter
shall be the responsibility of the party incurring such expenses.

     (g)  Except as  expressly  amended  hereby,  the terms of each  Transaction
Agreement  remain in full force and effect.  Each  reference to any  Transaction
Agreement  in any  Transaction  Agreement  shall mean and be a reference to such
Transaction Agreement as amended hereby.

                                       7



     (h) This Letter shall be governed by and construed in  accordance  with the
laws of the State of Delaware.


                                            Very Truly Yours,

                                            INFINITY BROADCASTING
                                            CORPORATION


                                            By:  /S/ ROBERT FREEDLINE
                                               ----------------------
                                                ROBERT FREEDLINE
                                                VP, TREASURER


Accepted and agreed as of the date hereof:

WESTWOOD ONE, INC.


BY: /S/ GARY J. YUSKO
   ------------------
   GARY J. YUSKO
   SENIOR VICE PRESIDENT -
   FINANCIAL OPERATIONS



cc:      Michael D. Fricklas (fax no. 212-258-6099)
         Sullivan & Cromwell (fax no. 310-712-8800, attention: Alison Ressler)

                                       8



                                   EXHIBIT C
                                   ---------
                      Warrant to Purchase 1,000,000 Shares
                                 of Common Stock

                    INCORPORATED UNDER THE LAWS OF THE STATE

                                   OF DELAWARE

                               WESTWOOD ONE, INC.


     THE SECURITIES  EVIDENCED BY THIS WARRANT OR ISSUABLE UPON EXERCISE  HEREOF
     HAVE NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933 OR ANY STATE
     SECURITIES  LAWS.  SUCH SECURITIES MAY NOT BE SOLD,  TRANSFERRED,  PLEDGED,
     HYPOTHECATED,  ASSIGNED  OR  OTHERWISE  ENCUMBERED  OR  DISPOSED  OF IN THE
     ABSENCE OF SUCH  REGISTRATION OR AN EXEMPTION  THEREFROM UNDER SAID ACT AND
     ANY APPLICABLE STATE SECURITIES LAWS.

     WESTWOOD ONE, INC., a Delaware corporation (the "Company"), certifies that,
for value received,  Infinity Broadcasting  Corporation,  a Delaware corporation
("Infinity"), or a designated affiliated entity (collectively, the "Holder"), is
entitled to  purchase,  from  January 2, 2003 until the close of business on the
Termination  Date (as defined in the next  sentence),  One  Million  (1,000,000)
shares of Common Stock,  par value $0.01 per share,  of the Company,  at a price
per share  equal to the  product of (x) the  average  Market  Price (as  defined
below) per share of Common  Stock for each of the fifteen (15) days on which the
national securities  exchanges are open for trading prior to January 2, 2003 and
(y) 1.15; subject,  however, to the provisions and upon the terms and conditions
hereinafter set forth. "Termination Date" shall mean January 2, 2013.

     1. Exercisability of Warrant. This Warrant shall become exercisable only if
the Market Price (as defined  below) per share of Common Stock,  par value $0.01
per share,  of the  Company is at least  equal to the product of (x) the initial
exercise price determined pursuant to the introductory  paragraph hereof and (y)
1.50 on at least  twenty (20) out of thirty (30)  consecutive  days during which
the national securities  exchanges are open for trading;  provided that (i) this
Warrant  shall  immediately  become  exercisable  upon  the  termination  of the
Management  Agreement  (as  defined  below) by the  Company  pursuant to Section
3.2(a)  thereof and (ii) this  Warrant  shall  expire and shall  thereafter  not
become   exercisable  under  any  circumstances  upon  the  termination  of  the
Management  Agreement  by the  Company  pursuant  to  Sections  3.2(b) or 3.2(c)
thereof,  but only if this Warrant shall not have become exercisable pursuant to
this Section 1 prior to such termination.

     2. Method of Exercise, Payment, Issuance of New Warrant.

     (a) This  Warrant may be  exercised  by the holder  hereof,  in whole or in
part, by the surrender of this Warrant, properly endorsed, to the Company at its
principal  office at 40 West 57th Street,  15th Floor, New York, New York 10019,
Attention:  Secretary,  and by (i) unless holder exercises this Warrant pursuant
to the Net Exercise  procedure set forth in paragraph (d) below,  the payment to
the  Company of the then  applicable  Warrant  Price of the Common  Stock  being
purchased ("Warrant Price" shall mean the price specified in the first paragraph
of this  Warrant  and such other  prices as shall  result  from the  adjustments
specified in Section 5 hereof);  and (ii) delivery to the Company of the form of
subscription at the end hereof (or a reasonable facsimile thereof).

     (b) Each  exercise of this  Warrant  shall be deemed to have been  effected
immediately  prior to the close of  business on the  business  day on which this
Warrant shall have been  surrendered  to the Company as provided in this Section
2, and at such time the person or persons in whose name or names any certificate
or certificates  for shares of Common Stock shall be issuable upon such exercise
shall be deemed to have become the holder or holders of record thereof.



     (c) In the event of any exercise of the rights represented by this Warrant,
certificates  for the shares of Common Stock so purchased  shall be delivered at
the Company's  expense  (including  the payment by the Company of any applicable
issuance  taxes) to the holder  hereof  within five (5) business  days after the
rights represented by this Warrant shall have been so exercised, and unless this
Warrant  has  expired,  a new Warrant of like tenor  representing  the number of
shares of Common  Stock,  if any,  with respect to which this Warrant  shall not
then have been exercised,  shall also be issued to the holder hereof within such
time.

     (d) In  connection  with any  exercise  of this  Warrant  pursuant  to this
Section  2,  the  holder  may,  at its  option,  elect,  in lieu of  paying  the
applicable  Warrant  Price in cash to the Company and  receiving  the  aggregate
number of shares of Common Stock that would otherwise be issuable hereunder,  to
receive a number of shares of Common Stock  determined  in  accordance  with the
formula  set forth  below as of the date of  surrender  of the  Warrant,  for no
additional consideration, by so indicating on the form of subscription submitted
to the Company pursuant to paragraph (a) hereof (a "Net Exercise"):

                              X = Y(A-B)
                                    A

     X = the number of shares of Common Stock to be issued to the Holder.

     Y = the  number of shares of Common  Stock  with  respect  to which the Net
     Exercise is being made.

     A = the Current Market Value of one share of the Company's  Common Stock as
     of the date of surrender of the Warrant.

     B = the Warrant Price as of the date of surrender of the Warrant.

     3. Stock Fully Paid;  Reservation  of Shares.  The  Company  covenants  and
agrees  that all  shares  which may be issued  upon the  exercise  of the rights
represented by this Warrant will,  upon issuance,  be duly  authorized,  validly
issued,  fully  paid and  nonassessable  and free from all  liens.  The  Company
further  covenants  and agrees  that during the period  within  which the rights
represented by this Warrant may be exercised, the Company will at all times have
authorized,  and  reserved  for the  purpose of the issue upon  exercise  of the
purchase rights evidenced by this Warrant, at least the maximum number of shares
of its  Common  Stock  as are then  issuable  upon the  exercise  of the  rights
represented by this Warrant.

     4. Fractional  Shares.  No fractional shares of Common Stock will be issued
in connection with any exercise hereunder but in lieu of such fractional shares,
the Company  shall make a cash  payment  therefor  upon the basis of the Current
Market Value (as defined below) of the Common Stock.

     5.  Number of Shares  Receivable  Upon  Exercise.  The  number of shares of
Common  Stock  receivable  upon the  exercise  of this  Warrant  is  subject  to
adjustment upon the happening of certain events specified in this Section 5. For
the  purposes of this Section 5, the  "Warrant  Price"  referred to herein shall
initially be the price determined pursuant to the introductory  paragraph hereof
and shall be  adjusted  and  readjusted  from time to time as  provided  in this
Section 5. Subject to Section 2(d) hereof, this Warrant shall, be exercisable at
any time for that number of shares of Common Stock determined by multiplying the
number of shares of Common Stock which would  otherwise  (but for the provisions
of this Section 5) be issuable upon exercise at such time by a fraction of which
(A) the numerator is the price initially determined pursuant to the introductory
paragraph  hereof and (B) the  denominator is the Warrant Price in effect at the
time of such exercise.  The price to be paid for each such share of Common Stock
by the holder shall be the Warrant Price as adjusted pursuant to this Section 5,
provided  that the price paid by the holder for any shares of Common  Stock upon
exercise of this Warrant  shall never be less than $0.01 per share.  The Warrant
Price shall be subject to adjustment as follows:



     (a) Stock Dividends,  Stock Splits, Etc. If the Company at any time or from
time to time after April 15, 2002 shall issue additional  shares of Common Stock
as a result of the  declaration  or payment of a  dividend  on the Common  Stock
payable in Common Stock,  or as a distribution to holders of Common Stock, or as
a result of a  subdivision  of the  outstanding  shares of Common  Stock  into a
greater number of shares of Common Stock (by  reclassification or otherwise than
by payment  of a dividend  in shares of Common  Stock),  then,  and in each such
case, the Warrant Price then in effect shall be reduced,  concurrently  with the
issuance of such shares,  to a price (calculated to the nearest cent) determined
by multiplying such Warrant Price by a fraction (i) the numerator of which shall
be the number of shares of Common Stock  outstanding  immediately  prior to such
issuance of additional shares of Common Stock, and (ii) the denominator of which
shall be the number of shares of Common Stock outstanding immediately after such
issuance,  provided  that,  for purposes of this Section  5(a),  (x)  additional
shares of Common  Stock  shall be deemed to have been  issued (A) in the case of
any such dividend or  distribution,  immediately  after the close of business on
the record  date for the  determination  of  holders of any class of  securities
entitled to receive such dividend or distribution or (B) in the case of any such
subdivision,  at the close of business on the date immediately  prior to the day
upon which such corporate action becomes  effective,  (y) immediately  after any
additional  shares  of  Common  Stock  are  deemed  to have  been  issued,  such
additional  shares of Common  Stock shall be deemed to be  outstanding,  and (z)
treasury shares shall be deemed not to be outstanding.

     (b)  Extraordinary  Dividends  and  Distributions.  If  the  Company  shall
distribute  to  all  holders  of  its  outstanding  Common  Stock  evidences  of
indebtedness  of the  Company,  cash (other than a cash  distribution  made as a
dividend payable or to be payable at regularly  scheduled  intervals and payable
out of earnings or earned surplus legally available for the payment of dividends
under  the  laws of the  State of  Delaware,  but  only to the  extent  that the
aggregate of all such  dividends  paid or declared after April 15, 2002 does not
exceed the consolidated net income of the Company earned subsequent to April 15,
2002, as determined in accordance with generally accepted accounting principles,
consistently  applied)  or assets or  securities  other  than its  Common  Stock
(including  stock of a subsidiary or securities  convertible into or exercisable
for such stock but excluding  dividends or distributions  referred to in Section
5(a) above) (any such evidences of indebtedness, cash, assets or securities, the
"assets or securities"), then, in each case, the Warrant Price shall be adjusted
by subtracting  from the Warrant Price then in effect the value of the assets or
securities  that the holder  would have been  entitled to receive as a result of
such  distribution  had the Warrant been  exercised  and the relevant  shares of
Common  Stock issued in the name of the holder  immediately  prior to the record
date for such  distribution;  provided  that if,  after  giving  effect  to such
adjustment,  the  Warrant  Price  would be less  than the then par  value of the
Common  Stock,  the Company  shall  distribute  such assets or securities to the
holder as if the holder had exercised the Warrant and the shares of Common Stock
had been issued in the name of the holder  immediately  prior to the record date
for such  distribution.  Any  adjustment  required by this Section 5(b) shall be
made whenever any such  distribution is made, and shall become  effective on the
date of  distribution  retroactive to the record date for the  determination  of
stockholders entitled to receive such distribution.

     (c)  Combinations,  Etc.  If the  Company  at any time or from time to time
after April 15, 2002 shall  combine or  consolidate  the  outstanding  shares of
Common Stock, by reclassification  or otherwise,  into a lesser number of shares
of Common Stock,  then,  and in each such case, the Warrant Price then in effect
shall be increased,  concurrently  with the effectiveness of such combination or
consolidation,  to a price  (calculated  to the nearest one cent)  determined by
multiplying such Warrant Price by a fraction (i) the numerator of which shall be
the  number  of  shares of Common  Stock  outstanding  immediately  prior to the
effectiveness of such  combination or consolidation  and (ii) the denominator of
which  shall be the  number of shares of Common  Stock  outstanding  immediately
after such effectiveness.

     (d) Issuance of Additional  Shares of Common Stock.  In case the Company at
any  time or from  time to  time  after  April  15,  2002  shall  issue  or sell
additional shares of Common Stock ("Additional  Shares") for a consideration per
share less than the  Current  Market  Value in effect on the  earlier of (i) the
date on which the Company  enters into a firm contract for the issuance and sale
of such Additional Shares (unless such contract specifies that the price will be
determined at a later date, then such later date shall apply to this clause (i))
or (ii), the date of actual issuance or sale of such Additional Shares, then, in
each such case, the Warrant Price in effect immediately prior to such date shall



be reduced,  concurrently  with such issuance or sale, to a price (calculated to
the nearest one cent) determined by multiplying such Warrant Price by a fraction
(x) the  numerator  of which  shall be the sum of (A) the  number  of  shares of
Common Stock  outstanding  immediately prior to such issue or sale, plus (B) the
number of shares of Common Stock which the aggregate  consideration  received by
the Company  for the total  number of such  Additional  Shares so issued or sold
would  purchase at such Current Market Value,  and (y) the  denominator of which
shall be the number of shares of Common Stock outstanding immediately after such
issue or sale,  provided  that (a)  treasury  shares  shall  not be deemed to be
outstanding for purposes of this Section 5(d) and (b) the shares of Common Stock
then issuable  pursuant to the terms of (i) the Warrants dated February 3, 1994,
(ii) this Warrant and (iii) the other Warrants issued pursuant to the Management
Agreement,  dated as of March 31,  1999,  as amended by letter  amendment  dated
April 15, 2002,  between the Company and Infinity (the "Management  Agreement"),
shall be deemed to be outstanding  immediately  prior to and after such issue or
sale.  Notwithstanding  anything contained herein to the contrary, no adjustment
to the Warrant Price shall be made  pursuant to this Section 5(d)  following the
issuance of  Additional  Shares  pursuant to (1) Section  5(a)  hereof,  (2) the
exercise of any options or issuance of any shares  under any options or purchase
or other rights that are outstanding on or prior to April 15, 2002 and that were
issued pursuant to any of the Company's  employee stock option,  appreciation or
purchase  right  plans,  (3) the  exercise  of any  options or purchase or other
rights or the  issuance  of any  shares  under any  options  or rights  that are
granted after April 15, 2002, whether in accordance with the terms of any of the
Company's  employee  stock  option,  appreciation  or  purchase  right  plans or
otherwise,  so  long  as  the  exercise  price  of  any  such  option,  warrant,
subscription  or  purchase  right is not less than the Market  Price on the date
that such  grant is  approved  by the  Company's  Board of  Directors  or a duly
authorized  committee thereof or, if later, the date that such exercise price is
established,   (4)  the  exercise  of  any  other  options,  warrants  or  other
subscription  or  purchase  rights  outstanding  on or prior to April 15,  2002,
including without limitation,  (a) the Warrants dated February 3, 1994, (b) this
Warrant and (c) the other Warrants issued pursuant to the Management  Agreement,
(5) the exercise of any conversion or exchange rights outstanding on or prior to
April 15, 2002 issued by the  Company,  (6) the  exercise of any  conversion  or
exchange  rights  issued by the  Company  after April 15,  2002,  so long as the
conversion or exchange  price is not less than the Market Price on the date that
such  issuance  is  approved  by the  Board of  Directors  or a duly  authorized
committee  thereof or, if later, the date that such conversion or exchange price
is  established or (7) the issuance or sale of Additional  Shares  pursuant to a
firmly underwritten public offering of such shares.

     (e) Accountants'  Report as to Adjustments.  In each case of any adjustment
or readjustment  in the Warrant Price,  the Company at its expense will promptly
compute such adjustment or readjustment in accordance with the terms hereof and,
upon the reasonable request of the Holder,  cause independent public accountants
of  recognized  national  standing  selected  by the  Company  (which may be the
regular auditors of the Company) to verify such computation and prepare a report
setting forth such adjustment or readjustment  and showing in reasonable  detail
the method of  calculation  thereof and the facts upon which such  adjustment or
readjustment  is based,  including  a  statement  of (i) the number of shares of
Common Stock  outstanding or deemed to be outstanding and (ii) the Warrant Price
in effect  immediately  prior to such adjustment or readjustment and as adjusted
and readjusted (if required by Section 5) on account  thereto.  The Company will
forthwith  mail a copy of each such  report to the holder of this  Warrant.  The
Company will also keep copies of all such reports at its principal  office,  and
will cause the same to be available for  inspection at such office during normal
business hours by any holder of this Warrant or any  prospective  purchaser of a
Warrant designated in writing by the holder thereof.

     (f) No Dilution or  Impairment.  The Company  will not, by amendment of its
certificate   of   incorporation   or   through   any   consolidation,   merger,
reorganization,  transfer of assets, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms  hereof,  but will at all times in good faith  assist in the
carrying  out of all such terms and in the  taking of all such  action as may be
necessary  or  appropriate  in order to protect the rights of the holder of this
Warrant against dilution as provided herein.  Without limiting the generality of
the  foregoing,  the  Company (i) will not permit the par value of any shares of
Common Stock  receivable  upon the exercise of any Warrant to be increased to an
amount that exceeds the amount payable  therefor upon such  exercise,  (ii) will
take all such  action  as may be  necessary  or  appropriate  in order  that the
Company may validly and legally issue fully paid and  nonassessable  shares upon
the  exercise  of this  Warrant  from time to time and  (iii)  will not take any
action which results in any  adjustment of the Warrant Price if the total number
of shares of Common Stock  issuable  after such action upon the exercise of this
Warrant would exceed the total number of shares of Common Stock then  authorized
by the Company's  certificate of incorporation  and available for the purpose of
issue upon such exercise.




     (g) Exercise of Warrant in the Event of a  Consolidation,  Merger,  Sale of
Assets, Reorganization, Etc.

     (i) In case at any time after April 15, 2002,  the Company shall be a party
to any Transaction  except as provided in (iii) or (iv) below, then (A) upon the
consummation  thereof this Warrant shall become  exercisable with respect to all
shares of Common Stock covered  hereby  (whether or not it has otherwise  become
exercisable  with  respect to such  shares  pursuant  to Section 1) and shall be
deemed to have been  exercised by the holder hereof  without any act on the part
of such holder and without any  obligation on the part of such holder to pay the
exercise price until  presentation of this Warrant pursuant to clause (B) below,
and (B) this Warrant  shall  represent the right of such holder to receive (upon
presentation  of this  Warrant on or within  thirty  (30) days after the date of
such consummation  together with payment of the aggregate exercise price payable
at the time of such  consummation in accordance with Section 2 for all shares of
Common  Stock   issuable   upon  such   exercise   immediately   prior  to  such
consummation),  in lieu of the  Common  Stock  issuable  upon  exercise  of this
Warrant prior to such consummation,  the cash,  securities and other property to
which  such  holder  would  have  been  entitled  upon the  consummation  of the
Transaction if such holder had exercised this Warrant immediately
prior thereto.

     (ii) The  Company  will not effect  any  Transaction  unless,  prior to the
consummation  thereof, each corporation or entity (other than the Company) which
may be required  to deliver  any cash,  securities  or other  property  upon the
exercise of this Warrant as provided herein shall assume, by written  instrument
delivered  to the  holder of this  Warrant,  the  obligation  to deliver to such
holder  such cash,  securities  or other  property  as, in  accordance  with the
foregoing provision, such holder may be entitled to receive.

     (iii) In case after  January 2, 2003,  the Company  shall be a party to any
Transaction  pursuant to which the aggregate  value of the cash,  securities and
other  consideration  payable for a share of Common Stock is less than the price
initially determined pursuant to the introductory paragraph hereof, this Warrant
shall terminate upon the consummation thereof.

     (iv) In the event of any  Transaction  occurring  during the period between
April 15, 2002 and January 2, 2003,  the holder  shall be entitled to receive on
January 2, 2003,  the cash,  securities  and other property to which such holder
would have been  entitled  had such  holder  held the number of shares of Common
Stock  issuable  pursuant  hereto  immediately  prior  to the  closing  of  such
Transaction.  An appropriate  adjustment to the  consideration to be received by
the holder shall be made such that the value of such  consideration  received by
the holder  shall be reduced  (but not below zero) by an amount equal to 115% of
the  Current  Market  Value of the  shares  issuable  pursuant  to this  Warrant
determined  immediately  prior to a  definitive  agreement  with respect to such
Transaction is first publicly announced.

     (h) Notices of Corporate Action. In the event of any anticipated:

     (i)  taking  by the  Company  of a record  of the  holders  of any class of
securities for the purpose of determining  the holders  thereof who are entitled
to receive any dividend or other distribution on such securities, or

     (ii) Transaction, or

     (iii)voluntary or involuntary dissolution, liquidation or winding-up of the
Company,

the Company will mail to the holder of this Warrant a notice  specifying (A) the
date or expected date on which any such record is to be taken for the purpose of
such dividend or distribution or (B) the date or expected date on which any such
Transaction,  dissolution,  liquidation  or  winding-up is to take place and the
time,  if any such time is to be fixed,  as of which  the  holders  of record of
Common Stock shall be entitled to exchange  their shares of Common Stock for the
securities or other property  deliverable  upon such  Transaction,  dissolution,
liquidation or winding-up. Such notice shall be mailed at least twenty (20) days
prior to the date therein specified,  in the case of any date referred to in the
foregoing  clause (A),  and at least  thirty (30) days prior to the date therein
specified, in the case of the date referred to in the foregoing clause (B).


     (i) Adjustments Prior to January 2, 2003.  Notwithstanding any provision to
the  contrary in this Section 5, in the event of any  adjustment  required to be
made  pursuant to this Section 5 as a result of any event  occurring  during the
period  between  April 15, 2002 and January 2, 2003,  the  following  provisions
shall apply and the  corresponding  adjustments shall be deemed made immediately
after the initial  price per share is  determined  pursuant to the  introductory
paragraph hereof:

     (i) If any event  occurs  during such period  giving rise to an  adjustment
pursuant to paragraph (a) or (c) above,  the Warrant Price shall not be adjusted
as provided  for  therein,  but the number of shares  issuable  pursuant to this
Warrant shall be adjusted by multiplying  such number of shares by a fraction of
which (A) the  numerator  is the  number of shares  the  holder  would have held
immediately  after such event had the holder,  immediately  prior to such event,
held the full number of shares  issuable  pursuant  to this  Warrant and (B) the
denominator of which is such full number of shares.

     (ii) If any event occurs  during such period  giving rise to an  adjustment
pursuant to  paragraph  (b) above,  the  Warrant  Price shall not be adjusted as
provided for therein, but the number of shares issuable pursuant to this Warrant
shall be  adjusted by  multiplying  such number of shares by a fraction of which
(A) the numerator is the number of shares the holder would have held immediately
after such event had the holder,  immediately prior to such event, held the full
number of shares issuable pursuant to this Warrant, plus the number of shares of
Common Stock the holder could have  acquired  immediately  after such event at a
price equal to the Current Market Value calculated  immediately after such event
with an amount equal to the value of the assets and  securities the holder would
have received had the holder held such full number of shares  immediately  prior
to such  event  and (B) the  denominator  of which is the full  number of shares
issuable immediately prior to such event pursuant to this Warrant.

     (iii) If any event occurs  during such period  giving rise to an adjustment
pursuant to  paragraph  (d) above,  the  Warrant  Price shall not be adjusted as
provided for therein, but the number of shares issuable pursuant to this Warrant
shall be  adjusted,  subject to the  proviso  and  exceptions  set forth in such
paragraph (d), by  multiplying  such number of shares by a fraction of which (A)
the  numerator is the number of shares of Common Stock  outstanding  immediately
after such event and (B) the  denominator is the sum of (1) the number of shares
of Common Stock outstanding immediately prior to such event, plus (2) the number
of shares of Common  Stock  which the  aggregate  consideration  received by the
Company for the total number of shares  issued or sold in  connection  with such
event would  purchase at the Current  Market  Value  calculated  at the time set
forth in such paragraph (d).

     (iv) If any event which would give rise to any adjustment  pursuant to this
Section 5 occurs during the 15 trading day period in which the initial  exercise
price pursuant to the introductory  paragraph  hereof is determined,  the Market
Price on the trading days during such period occurring before such event used in
such  determination  shall  be  equitably  adjusted  on a  similar  basis to the
adjustments for such event required pursuant to this Section 5.

     6.  Definitions.  As used herein,  the  following  terms have the following
respective meanings:

     Common Stock:  The  Company's (a) Common Stock,  par value $0.01 per share,
and (b) Class B Stock, par value $0.01 per share.

     Current  Market  Value:  The average of the daily Market Price per share of
Common  Stock for the  period of five (5)  days,  ending on the day  immediately
prior to the date of exercise of the Warrant pursuant to Section 2(b) or Section
2(d), as applicable,  or on the date  determined  pursuant to Section 5(d)(i) or
(ii),  Section 5(g)(iv) or Section 5(i)(ii) or (i)(iii),  as applicable,  during
which the national securities  exchanges were opened for trading,  provided that
if an exercise of this Warrant  occurs as a result of or in connection  with the
consummation of a Transaction, Current Market Value shall be the aggregate value
of the cash,  securities and other  consideration  payable for a share of Common
Stock in connection with such Transaction.


     Market Price:  Per share of Common Stock on any date specified herein shall
be (a) the last sale price,  regular way, on such date or, if no such sale takes
place on such date,  the  average of the  closing  bid and asked  prices on such
date, in each case as officially  reported on the principal national  securities
exchange on which the Common Stock is then listed or admitted to trading, or (b)
if such Common  Stock is not then listed or admitted to trading on any  national
securities  exchange,  but is designated as a national market system security by
the National  Association of Securities  Dealers,  the last trading price of the
Common  Stock on such date,  or (c) if there  shall have been no trading on such
date or if the Common  Stock is not so  designated,  the average of the reported
closing bid and asked prices on such date as shown by the  National  Association
of Securities Dealers Automated Quotation System.

     Registration Rights Agreement: The Registration Rights Agreement,  dated as
of March 30, 1999, as amended by letter  amendment  dated April 15, 2002 between
the Company and the original holder hereof.

     Transaction: A merger,  consolidation,  sale of all or substantially all of
the  Company's  assets,  recapitalization  of the Common Stock or other  similar
transaction, in each case if the previously outstanding Common Stock is acquired
for cash or changed into or exchanged for different securities of the Company or
changed  into or  exchanged  for  common  stock or other  securities  of another
corporation or interests in a noncorporate  entity or other property  (including
cash) or any combination of any of the foregoing.

     Warrant Price: The meaning specified in Section 5.

     7.  Amendments  and  Waivers.  Any term of this  Warrant  may be amended or
modified or the  observance  of any term of this  Warrant may be waived  (either
generally  or in a  particular  instance)  only with the written  consent of the
Company and the holder of this Warrant.

     8.  Assignment.  The  provisions  of this Warrant shall be binding upon and
inure to the benefit of the original  holder hereof,  its successors and assigns
by way of merger,  consolidation  or  operation  of law,  and each  third  party
transferee of this Warrant,  provided that this Warrant may only be  transferred
in accordance with the terms of the  Registration  Rights  Agreement and, in the
case of any third party transferee,  such transferee shall have delivered to the
Company a valid agreement of assumption of the restriction on transfer specified
in this Section 8.

     9.  Exchange of  Warrant.  Upon  surrender  for  exchange of this  Warrant,
properly endorsed, for registration of Transfer or for exchange at the principal
office of the Company, the Company, at its expense, will issue and deliver to or
upon the order of the holder hereof a new Warrant or Warrants of like tenor,  in
the name of such  holder or as such holder  (upon  payment by such holder of any
applicable  transfer taxes) may direct,  calling in the aggregate on the face or
faces thereof for the number of shares of Common Stock called for on the face of
this  Warrant,  provided  that  any such  transfer  of this  Warrant  is made in
accordance with the Registration Rights Agreement.

     10.   Replacement   of  Warrant.   Upon  receipt  of  evidence   reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Warrant and, in the case of any such loss,  theft or destruction of any Warrant,
upon delivery of an indemnity bond in such reasonable  amount as the Company may
determine (or, in the case of any Warrant held by the original  holder hereof or
any  affiliate  thereof or an  institutional  holder or any of their  respective
nominees, of an affidavit of an authorized officer of such holder, setting forth
the  fact of such  loss,  theft or  destruction,  which  shall  be  satisfactory
evidence  thereof and no further  indemnity  shall be required as a condition of
the  execution  and  delivery  of a new  Warrant),  or,  in the case of any such
mutilation,  upon the surrender of such Warrant for  cancellation to the Company
at its principal office, the Company at its expense will execute and deliver, in
lieu  thereof,  a new Warrant,  of like tenor.  Any Warrant in lieu of which any
such new Warrant has been so executed and  delivered by the Company shall not be
deemed to be an outstanding Warrant for any purpose.

     11. Remedies. The Company stipulates that the remedies at law of the holder
of this Warrant in the event of any default by the Company in the performance of
or in  compliance  with any of the terms of this Warrant are not and will not be
adequate,  and that such terms may be specifically  enforced by a decree for the
specific  performance  of any  agreement  contained  herein or by an  injunction
against  a  violation  of any of the  terms  hereof  or  otherwise  without  the
requirement of the posting of a bond.



     12. No Rights or  Liabilities  as  Stockholder.  Nothing  contained in this
Warrant shall be construed as conferring  upon the holder hereof any rights as a
stockholder of the Company (except to the extent that shares of Common Stock are
issued to such holder  pursuant to this Warrant) or as imposing any  liabilities
on such holder to purchase any  securities or as a  stockholder  of the Company,
whether  such  liabilities  are  asserted  by the  Company  or by  creditors  or
stockholders of the Company or otherwise.

     13. Notices.  All notices and other communications under this Warrant shall
be in  writing  and shall be mailed by  registered  or  certified  mail,  return
receipt requested, or by facsimile transmission, addressed (a) if to the holder,
at the registered address or the facsimile number of such holder as set forth in
the register  kept at the  principal  office of the  Company,  and (b) if to the
Company,  to the attention of the Secretary at its principal  office, at 40 West
57th Street,  15th Floor,  New York, New York 10019, or to its facsimile  number
212-258-6099,  Attention:  Secretary,  provided that the exercise of any Warrant
shall be effected
in the manner provided in Section 2.

     14. Legends.  The shares of Common Stock issuable  pursuant to the terms of
this  Warrant  shall bear a legend in  substantially  the  following  form:  THE
SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF  1933  OR ANY  STATE  SECURITIES  LAWS.  SUCH  SECURITIES  MAY  NOT BE  SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE ENCUMBERED OR DISPOSED
OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION  THEREFROM UNDER SAID ACT
AND ANY APPLICABLE STATE SECURITIES LAWS.



     15.  Miscellaneous.  THIS  WARRANT  SHALL  BE  CONSTRUED  AND  ENFORCED  IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.  The headings
in this  Warrant  are for  purposes  of  reference  only and  shall not limit or
otherwise affect the meaning hereof.

Dated as of April 15, 2002.


                                                   WESTWOOD ONE, INC.



                                              By:_______________________________
                                              Name:
                                              Title:


                              FORM OF SUBSCRIPTION

                [To be signed only upon exercise of the Warrant]

TO WESTWOOD ONE, INC.

                                   [Strike paragraph below that does not apply]

     The  undersigned,  the holder of the  within  Warrant,  hereby  irrevocably
elects to exercise the purchase  right  represented  by such Warrant for, and to
purchase  thereunder,  _______* shares of Common Stock of WESTWOOD ONE, INC. and
herewith  makes  payment  of  $  ________   therefor,   and  requests  that  the
certificates    for    such    shares    be    issued    in    the    name    of
__________________________________,                 and                delivered
to_______________________________, whose address is:

     The  undersigned,  the holder of the  within  Warrant,  hereby  irrevocably
elects to exercise the purchase  right  represented by such Warrant and, in lieu
of paying the Warrant Price therefor, elects to receive pursuant to Section 2(d)
thereof _______* shares of Common Stock of WESTWOOD ONE, INC., and requests that
the    certificates    for   such    shares   be   issued   in   the   name   of
__________________________________,                 and                delivered
to_______________________________, whose address is:


Dated:_________________________


                                       _________________________________________
                                      (Signature must conform in all respects to
                                       name of holder as specified on the face
                                       of the Warrant)


                                       _________________________________________
                                       (Address)








*Insert  here the number of shares  called for on the face of the Warrant or, in
the case of a Net Exercise,  the net number of shares resulting from application
of the formula set forth in Section  2(d) using the number of shares  called for
on the face of the  Warrant as Y in such  formula,  or, in the case of a partial
exercise, the portion thereof as to which the Warrant is being exercised, in any
case without making any adjustment for additional  shares of the Common Stock or
any other stock or other  securities or property or cash which,  pursuant to the
adjustment  provisions  referred  to  in  Section  5  of  the  Warrant,  may  be
deliverable upon exercise.  In the case of a partial exercise,  a new Warrant or
Warrants will be issued and delivered,  representing the unexercised  portion of
such Warrant, all as provided in the Warrant.



                               FORM OF ASSIGNMENT
                [To be signed only upon transfer of the Warrant]


     For value  received,  the undersigned  hereby sells,  assigns and transfers
unto  ____________________________  the rights represented by the within Warrant
to purchase  shares of Common  Stock of WESTWOOD  ONE,  INC. to which the within
Warrant relates, and appoints _________________________Attorney to transfer such
rights on the books of WESTWOOD ONE, INC. with full power of substitution in the
premises.

Dated:_________________________



                                        ________________________________________
                                        (Signature must conform in all respects
                                         to name of holder as specified on the
                                         face of the Warrant)



                                        ________________________________________
                                        (Address)



Signed in the presence of:


______________________________
Name:





                      Warrant to Purchase 1,000,000 Shares
                                 of Common Stock

                    INCORPORATED UNDER THE LAWS OF THE STATE

                                   OF DELAWARE

                               WESTWOOD ONE, INC.


     THE SECURITIES  EVIDENCED BY THIS WARRANT OR ISSUABLE UPON EXERCISE  HEREOF
     HAVE NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933 OR ANY STATE
     SECURITIES  LAWS.  SUCH SECURITIES MAY NOT BE SOLD,  TRANSFERRED,  PLEDGED,
     HYPOTHECATED,  ASSIGNED  OR  OTHERWISE  ENCUMBERED  OR  DISPOSED  OF IN THE
     ABSENCE OF SUCH  REGISTRATION OR AN EXEMPTION  THEREFROM UNDER SAID ACT AND
     ANY APPLICABLE STATE SECURITIES LAWS.

     WESTWOOD ONE, INC., a Delaware corporation (the "Company"), certifies that,
for value received,  Infinity Broadcasting  Corporation,  a Delaware corporation
("Infinity"), or a designated affiliated entity (collectively, the "Holder"), is
entitled to purchase,  from January 2, 2003,  until the close of business on the
Termination  Date (as defined in the next  sentence),  One  Million  (1,000,000)
shares of Common Stock,  par value $0.01 per share,  of the Company,  at a price
per share  equal to the  product of (x) the  average  Market  Price (as  defined
below) per share of Common  Stock for each of the fifteen (15) days on which the
national securities  exchanges are open for trading prior to January 2, 2003 and
(y) 1.29; subject,  however, to the provisions and upon the terms and conditions
hereinafter set forth. "Termination Date" shall mean January 2, 2013.

     1. Exercisability of Warrant. This Warrant shall become exercisable only if
the Market Price (as defined  below) per share of Common Stock,  par value $0.01
per share,  of the  Company is at least  equal to the product of (x) the initial
exercise price determined pursuant to the introductory  paragraph hereof and (y)
1.60 on at least  twenty (20) out of thirty (30)  consecutive  days during which
the national securities  exchanges are open for trading;  provided that (i) this
Warrant  shall  immediately  become  exercisable  upon  the  termination  of the
Management  Agreement  (as  defined  below) by the  Company  pursuant to Section
3.2(a)  thereof and (ii) this  Warrant  shall  expire and shall  thereafter  not
become   exercisable  under  any  circumstances  upon  the  termination  of  the
Management  Agreement  by the  Company  pursuant  to  Sections  3.2(b) or 3.2(c)
thereof,  but only if this Warrant shall not have become exercisable pursuant to
this Section 1 prior to such termination.

     2. Method of Exercise, Payment, Issuance of New Warrant.

     (a) This  Warrant may be  exercised  by the holder  hereof,  in whole or in
part, by the surrender of this Warrant, properly endorsed, to the Company at its
principal  office at 40 West 57th Street,  15th Floor, New York, New York 10019,
Attention:  Secretary,  and by (i) unless holder exercises this Warrant pursuant
to the Net Exercise  procedure set forth in paragraph (d) below,  the payment to
the  Company of the then  applicable  Warrant  Price of the Common  Stock  being
purchased ("Warrant Price" shall mean the price specified in the first paragraph
of this  Warrant  and such other  prices as shall  result  from the  adjustments
specified in Section 5 hereof);  and (ii) delivery to the Company of the form of
subscription at the end hereof (or a reasonable facsimile thereof).

     (b) Each  exercise of this  Warrant  shall be deemed to have been  effected
immediately  prior to the close of  business on the  business  day on which this
Warrant shall have been  surrendered  to the Company as provided in this Section
2, and at such time the person or persons in whose name or names any certificate
or certificates  for shares of Common Stock shall be issuable upon such exercise
shall be deemed to have become the holder or holders of record thereof.



     (c) In the event of any exercise of the rights represented by this Warrant,
certificates  for the shares of Common Stock so purchased  shall be delivered at
the Company's  expense  (including  the payment by the Company of any applicable
issuance  taxes) to the holder  hereof  within five (5) business  days after the
rights represented by this Warrant shall have been so exercised, and unless this
Warrant  has  expired,  a new Warrant of like tenor  representing  the number of
shares of Common  Stock,  if any,  with respect to which this Warrant  shall not
then have been exercised,  shall also be issued to the holder hereof within such
time.

     (d) In  connection  with any  exercise  of this  Warrant  pursuant  to this
Section  2,  the  holder  may,  at its  option,  elect,  in lieu of  paying  the
applicable  Warrant  Price in cash to the Company and  receiving  the  aggregate
number of shares of Common Stock that would otherwise be issuable hereunder,  to
receive a number of shares of Common Stock  determined  in  accordance  with the
formula  set forth  below as of the date of  surrender  of the  Warrant,  for no
additional consideration, by so indicating on the form of subscription submitted
to the Company pursuant to paragraph (a) hereof (a "Net Exercise"):

                                X = Y(A-B)
                                      A

     X = the number of shares of Common Stock to be issued to the Holder.

     Y = the  number of shares of Common  Stock  with  respect  to which the Net
     Exercise is being made.

     A = the Current Market Value of one share of the Company's  Common Stock as
     of the date of surrender of the Warrant.

     B = the Warrant Price as of the date of surrender of the Warrant.

     3. Stock Fully Paid;  Reservation  of Shares.  The  Company  covenants  and
agrees  that all  shares  which may be issued  upon the  exercise  of the rights
represented by this Warrant will,  upon issuance,  be duly  authorized,  validly
issued,  fully  paid and  nonassessable  and free from all  liens.  The  Company
further  covenants  and agrees  that during the period  within  which the rights
represented by this Warrant may be exercised, the Company will at all times have
authorized,  and  reserved  for the  purpose of the issue upon  exercise  of the
purchase rights evidenced by this Warrant, at least the maximum number of shares
of its  Common  Stock  as are then  issuable  upon the  exercise  of the  rights
represented by this Warrant.

     4. Fractional  Shares.  No fractional shares of Common Stock will be issued
in connection with any exercise hereunder but in lieu of such fractional shares,
the Company  shall make a cash  payment  therefor  upon the basis of the Current
Market Value (as defined below) of the Common Stock.

     5.  Number of Shares  Receivable  Upon  Exercise.  The  number of shares of
Common  Stock  receivable  upon the  exercise  of this  Warrant  is  subject  to
adjustment upon the happening of certain events specified in this Section 5. For
the  purposes of this Section 5, the  "Warrant  Price"  referred to herein shall
initially be the price determined pursuant to the introductory  paragraph hereof
and shall be  adjusted  and  readjusted  from time to time as  provided  in this
Section 5. Subject to Section 2(d) hereof,  this Warrant shall be exercisable at
any time for that number of shares of Common Stock determined by multiplying the
number of shares of Common Stock which would  otherwise  (but for the provisions
of this Section 5) be issuable upon exercise at such time by a fraction of which
(A) the numerator is the price initially determined pursuant to the introductory
paragraph  hereof and (B) the  denominator is the Warrant Price in effect at the
time of such exercise.  The price to be paid for each such share of Common Stock
by the holder shall be the Warrant Price as adjusted pursuant to this Section 5,
provided  that the price paid by the holder for any shares of Common  Stock upon
exercise of this Warrant  shall never be less than $0.01 per share.  The Warrant
Price shall be subject to adjustment as follows:


     (a) Stock Dividends,  Stock Splits, Etc. If the Company at any time or from
time to time after April 15, 2002 shall issue additional  shares of Common Stock
as a result of the  declaration  or payment of a  dividend  on the Common  Stock
payable in Common Stock,  or as a distribution to holders of Common Stock, or as
a result of a  subdivision  of the  outstanding  shares of Common  Stock  into a
greater number of shares of Common Stock (by  reclassification or otherwise than
by payment  of a dividend  in shares of Common  Stock),  then,  and in each such
case, the Warrant Price then in effect shall be reduced,  concurrently  with the
issuance of such shares,  to a price (calculated to the nearest cent) determined
by multiplying such Warrant Price by a fraction (i) the numerator of which shall
be the number of shares of Common Stock  outstanding  immediately  prior to such
issuance of additional shares of Common Stock, and (ii) the denominator of which
shall be the number of shares of Common Stock outstanding immediately after such
issuance,  provided  that,  for purposes of this Section  5(a),  (x)  additional
shares of Common  Stock  shall be deemed to have been  issued (A) in the case of
any such dividend or  distribution,  immediately  after the close of business on
the record  date for the  determination  of  holders of any class of  securities
entitled to receive such dividend or distribution or (B) in the case of any such
subdivision,  at the close of business on the date immediately  prior to the day
upon which such corporate action becomes  effective,  (y) immediately  after any
additional  shares  of  Common  Stock  are  deemed  to have  been  issued,  such
additional  shares of Common  Stock shall be deemed to be  outstanding,  and (z)
treasury shares shall be deemed
not to be outstanding.

     (b)  Extraordinary  Dividends  and  Distributions.  If  the  Company  shall
distribute  to  all  holders  of  its  outstanding  Common  Stock  evidences  of
indebtedness  of the  Company,  cash (other than a cash  distribution  made as a
dividend payable or to be payable at regularly  scheduled  intervals and payable
out of earnings or earned surplus legally available for the payment of dividends
under  the  laws of the  State of  Delaware,  but  only to the  extent  that the
aggregate of all such  dividends  paid or declared after April 15, 2002 does not
exceed the consolidated net income of the Company earned subsequent to April 15,
2002, as determined in accordance with generally accepted accounting principles,
consistently  applied)  or assets or  securities  other  than its  Common  Stock
(including  stock of a subsidiary or securities  convertible into or exercisable
for such stock but excluding  dividends or distributions  referred to in Section
5(a) above) (any such evidences of indebtedness, cash, assets or securities, the
"assets or securities"), then, in each case, the Warrant Price shall be adjusted
by subtracting  from the Warrant Price then in effect the value of the assets or
securities  that the holder  would have been  entitled to receive as a result of
such  distribution  had the Warrant been  exercised  and the relevant  shares of
Common  Stock issued in the name of the holder  immediately  prior to the record
date for such  distribution;  provided  that if,  after  giving  effect  to such
adjustment,  the  Warrant  Price  would be less  than the then par  value of the
Common  Stock,  the Company  shall  distribute  such assets or securities to the
holder as if the holder had exercised the Warrant and the shares of Common Stock
had been issued in the name of the holder  immediately  prior to the record date
for such  distribution.  Any  adjustment  required by this Section 5(b) shall be
made whenever any such  distribution is made, and shall become  effective on the
date of  distribution  retroactive to the record date for the  determination  of
stockholders entitled to receive such distribution.

     (c)  Combinations,  Etc.  If the  Company  at any time or from time to time
after April 15, 2002 shall  combine or  consolidate  the  outstanding  shares of
Common Stock, by reclassification  or otherwise,  into a lesser number of shares
of Common Stock,  then,  and in each such case, the Warrant Price then in effect
shall be increased,  concurrently  with the effectiveness of such combination or
consolidation,  to a price  (calculated  to the nearest one cent)  determined by
multiplying such Warrant Price by a fraction (i) the numerator of which shall be
the  number  of  shares of Common  Stock  outstanding  immediately  prior to the
effectiveness of such  combination or consolidation  and (ii) the denominator of
which  shall be the  number of shares of Common  Stock  outstanding  immediately
after such effectiveness.

     (d) Issuance of Additional  Shares of Common Stock.  In case the Company at
any  time or from  time to  time  after  April  15,  2002  shall  issue  or sell
additional shares of Common Stock ("Additional  Shares") for a consideration per
share less than the  Current  Market  Value in effect on the  earlier of (i) the
date on which the Company  enters into a firm contract for the issuance and sale
of such Additional Shares (unless such contract specifies that the price will be
determined at a later date, then such later date shall apply to this clause (i))



or (ii), the date of actual issuance or sale of such Additional Shares, then, in
each such case, the Warrant Price in effect immediately prior to such date shall
be reduced,  concurrently  with such issuance or sale, to a price (calculated to
the nearest one cent) determined by multiplying such Warrant Price by a fraction
(x) the  numerator  of which  shall be the sum of (A) the  number  of  shares of
Common Stock  outstanding  immediately prior to such issue or sale, plus (B) the
number of shares of Common Stock which the aggregate  consideration  received by
the Company  for the total  number of such  Additional  Shares so issued or sold
would  purchase at such Current Market Value,  and (y) the  denominator of which
shall be the number of shares of Common Stock outstanding immediately after such
issue or sale,  provided  that (a)  treasury  shares  shall  not be deemed to be
outstanding for purposes of this Section 5(d) and (b) the shares of Common Stock
then issuable  pursuant to the terms of (i) the Warrants dated February 3, 1994,
(ii) this Warrant and (iii) the other Warrants issued pursuant to the Management
Agreement,  dated as of March 31,  1999,  as amended by letter  dated  April 15,
2002,  between the Company and Infinity (the "Management  Agreement"),  shall be
deemed to be  outstanding  immediately  prior to and after  such  issue or sale.
Notwithstanding  anything contained herein to the contrary, no adjustment to the
Warrant Price shall be made pursuant to this Section 5(d) following the issuance
of Additional  Shares  pursuant to (1) Section 5(a) hereof,  (2) the exercise of
any  options or  issuance  of any shares  under any options or purchase or other
rights that are  outstanding  on or prior to April 15, 2002 and that were issued
pursuant to any of the Company's employee stock option, appreciation or purchase
right plans,  (3) the exercise of any options or purchase or other rights or the
issuance of any shares under any options or rights that are granted  after April
15, 2002,  whether in accordance with the terms of any of the Company's employee
stock option,  appreciation or purchase right plans or otherwise, so long as the
exercise price of any such option,  warrant,  subscription  or purchase right is
not less than the Market  Price on the date that such grant is  approved  by the
Company's  Board of  Directors  or a duly  authorized  committee  thereof or, if
later, the date that such exercise price is established, (4) the exercise of any
other options,  warrants or other subscription or purchase rights outstanding on
or prior to April 15, 2002, including without limitation, (a) the Warrants dated
February 3, 1994, (b) this Warrant and (c) the other Warrants issued pursuant to
the Management Agreement,  (5) the exercise of any conversion or exchange rights
outstanding  on or  prior to April  15,  2002  issued  by the  Company,  (6) the
exercise of any conversion or exchange  rights issued by the Company after April
15,  2002,  so long as the  conversion  or  exchange  price is not less than the
Market  Price on the  date  that  such  issuance  is  approved  by the  Board of
Directors or a duly  authorized  committee  thereof or, if later,  the date that
such  conversion or exchange price is established or (7) the issuance or sale of
Additional  Shares  pursuant to a firmly  underwritten  public  offering of such
shares.

     (e) Accountants'  Report as to Adjustments.  In each case of any adjustment
or readjustment  in the Warrant Price,  the Company at its expense will promptly
compute such adjustment or readjustment in accordance with the terms hereof and,
upon the reasonable request of the Holder,  cause independent public accountants
of  recognized  national  standing  selected  by the  Company  (which may be the
regular auditors of the Company) to verify such computation and prepare a report
setting forth such adjustment or readjustment  and showing in reasonable  detail
the method of  calculation  thereof and the facts upon which such  adjustment or
readjustment  is based,  including  a  statement  of (i) the number of shares of
Common Stock  outstanding or deemed to be outstanding and (ii) the Warrant Price
in effect  immediately  prior to such adjustment or readjustment and as adjusted
and readjusted (if required by Section 5) on account  thereto.  The Company will
forthwith  mail a copy of each such  report to the holder of this  Warrant.  The
Company will also keep copies of all such reports at its principal  office,  and
will cause the same to be available for  inspection at such office during normal
business hours by any holder of this Warrant or any  prospective  purchaser of a
Warrant designated in writing by the holder thereof.

     (f) No Dilution or  Impairment.  The Company  will not, by amendment of its
certificate   of   incorporation   or   through   any   consolidation,   merger,
reorganization,  transfer of assets, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms  hereof,  but will at all times in good faith  assist in the
carrying  out of all such terms and in the  taking of all such  action as may be
necessary  or  appropriate  in order to protect the rights of the holder of this
Warrant against dilution as provided herein.  Without limiting the generality of
the  foregoing,  the  Company (i) will not permit the par value of any shares of
Common Stock  receivable  upon the exercise of any Warrant to be increased to an
amount that exceeds the amount payable  therefor upon such  exercise,  (ii) will
take all such  action  as may be  necessary  or  appropriate  in order  that the
Company may validly and legally issue fully paid and  nonassessable  shares upon
the  exercise  of this  Warrant  from time to time and  (iii)  will not take any
action which results in any  adjustment of the Warrant Price if the total number
of shares of Common Stock  issuable  after such action upon the exercise of this
Warrant would exceed the total number of shares of Common Stock then  authorized
by the Company's  certificate of incorporation  and available for the purpose of
issue upon such exercise.



     (g) Exercise of Warrant in the Event of a  Consolidation,  Merger,  Sale of
Assets, Reorganization, Etc.

     (i) In case at any time after April 15, 2002,  the Company shall be a party
to any Transaction  except as provided in (iii) or (iv) below, then (A) upon the
consummation  thereof this Warrant shall become  exercisable with respect to all
shares of Common Stock covered  hereby  (whether or not it has otherwise  become
exercisable  with  respect to such  shares  pursuant  to Section 1) and shall be
deemed to have been  exercised by the holder hereof  without any act on the part
of such holder and without any  obligation on the part of such holder to pay the
exercise price until  presentation of this Warrant pursuant to clause (B) below,
and (B) this Warrant  shall  represent the right of such holder to receive (upon
presentation  of this  Warrant on or within  thirty  (30) days after the date of
such consummation  together with payment of the aggregate exercise price payable
at the time of such  consummation in accordance with Section 2 for all shares of
Common  Stock   issuable   upon  such   exercise   immediately   prior  to  such
consummation),  in lieu of the  Common  Stock  issuable  upon  exercise  of this
Warrant prior to such consummation,  the cash,  securities and other property to
which  such  holder  would  have  been  entitled  upon the  consummation  of the
Transaction if such holder had exercised this Warrant immediately prior thereto.

     (ii) The  Company  will not effect  any  Transaction  unless,  prior to the
consummation  thereof, each corporation or entity (other than the Company) which
may be required  to deliver  any cash,  securities  or other  property  upon the
exercise of this Warrant as provided herein shall assume, by written  instrument
delivered  to the  holder of this  Warrant,  the  obligation  to deliver to such
holder  such cash,  securities  or other  property  as, in  accordance  with the
foregoing provision, such holder may be entitled to receive.

     (iii) In case after  January 2, 2003,  the Company  shall be a party to any
Transaction  pursuant to which the aggregate  value of the cash,  securities and
other  consideration  payable for a share of Common Stock is less than the price
initially determined pursuant to the introductory paragraph hereof, this Warrant
shall terminate upon the consummation thereof.

     (iv) In the event of any  Transaction  occurring  during the period between
April 15, 2002 and January 2, 2003,  the holder  shall be entitled to receive on
January 2, 2003,  the cash,  securities  and other property to which such holder
would have been  entitled  had such  holder  held the number of shares of Common
Stock  issuable  pursuant  hereto  immediately  prior  to the  closing  of  such
Transaction.  An appropriate  adjustment to the  consideration to be received by
the holder shall be made such that the value of such  consideration  received by
the holder  shall be reduced  (but not below zero) by an amount equal to 115% of
the  Current  Market  Value of the  shares  issuable  pursuant  to this  Warrant
determined  immediately  prior to a  definitive  agreement  with respect to such
Transaction is first publicly announced.


     (h) Notices of Corporate Action. In the event of any anticipated:

     (i)  taking  by the  Company  of a record  of the  holders  of any class of
securities for the purpose of determining  the holders  thereof who are entitled
to receive any dividend or other distribution on such securities, or

     (ii) Transaction, or

     (iii)voluntary or involuntary dissolution, liquidation or winding-up of the
Company,

the Company will mail to the holder of this Warrant a notice  specifying (A) the
date or expected date on which any such record is to be taken for the purpose of
such dividend or distribution or (B) the date or expected date on which any such
Transaction,  dissolution,  liquidation  or  winding-up is to take place and the
time,  if any such time is to be fixed,  as of which  the  holders  of record of



Common Stock shall be entitled to exchange  their shares of Common Stock for the
securities or other property  deliverable  upon such  Transaction,  dissolution,
liquidation or winding-up. Such notice shall be mailed at least twenty (20) days
prior to the date therein specified,  in the case of any date referred to in the
foregoing  clause (A),  and at least  thirty (30) days prior to the date therein
specified,  in the case of the date referred to in the foregoing clause (B). (i)
Adjustments  Prior to January  2, 2003.  Notwithstanding  any  provision  to the
contrary in this Section 5, in the event of any  adjustment  required to be made
pursuant to this Section 5 as a result of any event occurring  during the period
between April 15, 2002 and January 2, 2003, the following provisions shall apply
and the  corresponding  adjustments  shall be deemed made immediately  after the
initial price per share is  determined  pursuant to the  introductory  paragraph
hereof:

     (i) If any event  occurs  during such period  giving rise to an  adjustment
pursuant to paragraph (a) or (c) above,  the Warrant Price shall not be adjusted
as provided  for  therein,  but the number of shares  issuable  pursuant to this
Warrant shall be adjusted by multiplying  such number of shares by a fraction of
which (A) the  numerator  is the  number of shares  the  holder  would have held
immediately  after such event had the holder,  immediately  prior to such event,
held the full number of shares  issuable  pursuant  to this  Warrant and (B) the
denominator of which is such full number of shares.

     (ii) If any event occurs  during such period  giving rise to an  adjustment
pursuant to  paragraph  (b) above,  the  Warrant  Price shall not be adjusted as
provided for therein, but the number of shares issuable pursuant to this Warrant
shall be  adjusted by  multiplying  such number of shares by a fraction of which
(A) the numerator is the number of shares the holder would have held immediately
after such event had the holder,  immediately prior to such event, held the full
number of shares issuable pursuant to this Warrant, plus the number of shares of
Common Stock the holder could have  acquired  immediately  after such event at a
price equal to the Current Market Value calculated  immediately after such event
with an amount equal to the value of the assets and  securities the holder would
have received had the holder held such full number of shares  immediately  prior
to such  event  and (B) the  denominator  of which is the full  number of shares
issuable immediately prior to such event pursuant to this Warrant.

     (iii) If any event occurs  during such period  giving rise to an adjustment
pursuant to  paragraph  (d) above,  the  Warrant  Price shall not be adjusted as
provided for therein, but the number of shares issuable pursuant to this Warrant
shall be  adjusted,  subject to the  proviso  and  exceptions  set forth in such
paragraph (d), by  multiplying  such number of shares by a fraction of which (A)
the  numerator is the number of shares of Common Stock  outstanding  immediately
after such event and (B) the  denominator is the sum of (1) the number of shares
of Common Stock outstanding immediately prior to such event, plus (2) the number
of shares of Common  Stock  which the  aggregate  consideration  received by the
Company for the total number of shares  issued or sold in  connection  with such
event would  purchase at the Current  Market  Value  calculated  at the time set
forth in such paragraph (d).

     (iv) If any event which would give rise to any adjustment  pursuant to this
Section 5 occurs during the 15 trading day period in which the initial  exercise
price pursuant to the introductory  paragraph  hereof is determined,  the Market
Price on the trading days during such period occurring before such event used in
such  determination  shall  be  equitably  adjusted  on a  similar  basis to the
adjustments for such event required pursuant to this Section 5.

     6.  Definitions.  As used herein,  the  following  terms have the following
respective meanings:

     Common Stock:  The  Company's (a) Common Stock,  par value $0.01 per share,
and (b) Class B Stock, par value $0.01 per share.

     Current  Market  Value:  The average of the daily Market Price per share of
Common  Stock for the  period of five (5)  days,  ending on the day  immediately
prior to the date of exercise of the Warrant pursuant to Section 2(b) or Section



2(d) as  applicable  or on the date  determined  pursuant to Section  5(d)(i) or
(ii),  Section 5(g)(iv) or Section 5(i)(ii) or (i)(iii),  as applicable,  during
which the national securities  exchanges were opened for trading,  provided that
if an exercise of this Warrant  occurs as a result of or in connection  with the
consummation of a Transaction, Current Market Value shall be the aggregate value
of the cash,  securities and other  consideration  payable for a share of Common
Stock in connection with such Transaction.

     Market Price:  Per share of Common Stock on any date specified herein shall
be (a) the last sale price,  regular way, on such date or, if no such sale takes
place on such date,  the  average of the  closing  bid and asked  prices on such
date, in each case as officially  reported on the principal national  securities
exchange on which the Common Stock is then listed or admitted to trading, or (b)
if such Common  Stock is not then listed or admitted to trading on any  national
securities  exchange,  but is designated as a national market system security by
the National  Association of Securities  Dealers,  the last trading price of the
Common  Stock on such date,  or (c) if there  shall have been no trading on such
date or if the Common  Stock is not so  designated,  the average of the reported
closing bid and asked prices on such date as shown by the  National  Association
of Securities Dealers Automated Quotation System.

     Registration Rights Agreement: The Registration Rights Agreement,  dated as
of March 30, 1999, as amended by letter dated April 15, 2002 between the Company
and the original holder hereof.

     Transaction: A merger,  consolidation,  sale of all or substantially all of
the  Company's  assets,  recapitalization  of the Common Stock or other  similar
transaction, in each case if the previously outstanding Common Stock is acquired
for cash or changed into or exchanged for different securities of the Company or
changed  into or  exchanged  for  common  stock or other  securities  of another
corporation or interests in a noncorporate  entity or other property  (including
cash) or any combination of any of the foregoing.


     Warrant Price: The meaning specified in Section 5.

     7.  Amendments  and  Waivers.  Any term of this  Warrant  may be amended or
modified or the  observance  of any term of this  Warrant may be waived  (either
generally  or in a  particular  instance)  only with the written  consent of the
Company and the holder of this Warrant.

     8.  Assignment.  The  provisions  of this Warrant shall be binding upon and
inure to the benefit of the original  holder hereof,  its successors and assigns
by way of merger,  consolidation  or  operation  of law,  and each  third  party
transferee of this Warrant,  provided that this Warrant may only be  transferred
in accordance with the terms of the  Registration  Rights  Agreement and, in the
case of any third party transferee,  such transferee shall have delivered to the
Company a valid agreement of assumption of the restriction on transfer specified
in this Section 8.

     9.  Exchange of  Warrant.  Upon  surrender  for  exchange of this  Warrant,
properly endorsed, for registration of Transfer or for exchange at the principal
office of the Company, the Company, at its expense, will issue and deliver to or
upon the order of the holder hereof a new Warrant or Warrants of like tenor,  in
the name of such  holder or as such holder  (upon  payment by such holder of any
applicable  transfer taxes) may direct,  calling in the aggregate on the face or
faces thereof for the number of shares of Common Stock called for on the face of
this  Warrant,  provided  that  any such  transfer  of this  Warrant  is made in
accordance with the Registration Rights Agreement.

     10.   Replacement   of  Warrant.   Upon  receipt  of  evidence   reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Warrant and, in the case of any such loss,  theft or destruction of any Warrant,
upon delivery of an indemnity bond in such reasonable  amount as the Company may
determine (or, in the case of any Warrant held by the original  holder hereof or
any  affiliate  thereof or an  institutional  holder or any of their  respective
nominees, of an affidavit of an authorized officer of such holder, setting forth
the  fact of such  loss,  theft or  destruction,  which  shall  be  satisfactory
evidence  thereof and no further  indemnity  shall be required as a condition of
the  execution  and  delivery  of a new  Warrant),  or,  in the case of any such
mutilation,  upon the surrender of such Warrant for  cancellation to the Company


at its principal office, the Company at its expense will execute and deliver, in
lieu  thereof,  a new Warrant,  of like tenor.  Any Warrant in lieu of which any
such new Warrant has been so executed and  delivered by the Company shall not be
deemed to be an outstanding Warrant for any purpose.

     11. Remedies. The Company stipulates that the remedies at law of the holder
of this Warrant in the event of any default by the Company in the performance of
or in  compliance  with any of the terms of this Warrant are not and will not be
adequate,  and that such terms may be specifically  enforced by a decree for the
specific  performance  of any  agreement  contained  herein or by an  injunction
against  a  violation  of any of the  terms  hereof  or  otherwise  without  the
requirement of the posting of a bond.

     12. No Rights or  Liabilities  as  Stockholder.  Nothing  contained in this
Warrant shall be construed as conferring  upon the holder hereof any rights as a
stockholder of the Company (except to the extent that shares of Common Stock are
issued to such holder  pursuant to this Warrant) or as imposing any  liabilities
on such holder to purchase any  securities or as a  stockholder  of the Company,
whether  such  liabilities  are  asserted  by the  Company  or by  creditors  or
stockholders of the Company or otherwise.

     13. Notices.  All notices and other communications under this Warrant shall
be in  writing  and shall be mailed by  registered  or  certified  mail,  return
receipt requested, or by facsimile transmission, addressed (a) if to the holder,
at the registered address or the facsimile number of such holder as set forth in
the register  kept at the  principal  office of the  Company,  and (b) if to the
Company,  to the attention of the Secretary at its principal  office, at 40 West
57th Street,  15th Floor,  New York, New York 10019, or to its facsimile  number
212-258-6099,  Attention:  Secretary,  provided that the exercise of any Warrant
shall be effected in the manner provided in Section 2.

     14. Legends.  The shares of Common Stock issuable  pursuant to the terms of
this Warrant shall bear a legend in substantially the following form:

     THE  SECURITIES  REPRESENTED  HEREBY  HAVE NOT BEEN  REGISTERED  UNDER  THE
     SECURITIES ACT OF 1933 OR ANY STATE  SECURITIES  LAWS.  SUCH SECURITIES MAY
     NOT BE SOLD,  TRANSFERRED,  PLEDGED,  HYPOTHECATED,  ASSIGNED OR  OTHERWISE
     ENCUMBERED  OR  DISPOSED  OF IN THE  ABSENCE  OF  SUCH  REGISTRATION  OR AN
     EXEMPTION  THEREFROM  UNDER SAID ACT AND ANY  APPLICABLE  STATE  SECURITIES
     LAWS.


     15.  Miscellaneous.  THIS  WARRANT  SHALL  BE  CONSTRUED  AND  ENFORCED  IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.  The headings
in this  Warrant  are for  purposes  of  reference  only and  shall not limit or
otherwise affect the meaning hereof.

                  Dated as of April 15, 2002.


                                                 WESTWOOD ONE, INC.



                                                 By:____________________________
                                                 Name:
                                                 Title:


                              FORM OF SUBSCRIPTION

                [To be signed only upon exercise of the Warrant]

TO WESTWOOD ONE, INC.

                  [Strike paragraph below that does not apply]

     The  undersigned,  the holder of the  within  Warrant,  hereby  irrevocably
elects to exercise the purchase  right  represented  by such Warrant for, and to
purchase  thereunder,  _______* shares of Common Stock of WESTWOOD ONE, INC. and
herewith  makes  payment  of  $  ________   therefor,   and  requests  that  the
certificates    for    such    shares    be    issued    in    the    name    of
__________________________________,                 and                delivered
to_______________________________, whose address is:


     The  undersigned,  the holder of the  within  Warrant,  hereby  irrevocably
elects to exercise the purchase  right  represented by such Warrant and, in lieu
of paying the Warrant Price therefor, elects to receive pursuant to Section 2(d)
thereof _______* shares of Common Stock of WESTWOOD ONE, INC., and requests that
the    certificates    for   such    shares   be   issued   in   the   name   of
__________________________________,                 and                delivered
to_______________________________, whose address is:



Dated:_________________________


                                    _________________________________________
                                    (Signature must conform in all respects to
                                     name of holder as specified on the face of
                                     the Warrant)


                                    _________________________________________
                                    (Address)








     *Insert here the number of shares called for on the face of the Warrant or,
     in the case of a Net  Exercise,  the net  number of shares  resulting  from
     application  of the formula  set forth in Section  2(d) using the number of
     shares called for on the face of the Warrant as Y in such  formula,  or, in
     the case of a partial exercise, the portion thereof as to which the Warrant
     is  being  exercised,  in  any  case  without  making  any  adjustment  for
     additional  shares  of  the  Common  Stock  or any  other  stock  or  other
     securities or property or cash which, pursuant to the adjustment provisions
     referred to in Section 5 of the Warrant,  may be deliverable upon exercise.
     In the case of a partial exercise, a new Warrant or Warrants will be issued
     and delivered, representing the unexercised portion of such Warrant, all as
     provided in the Warrant.


                               FORM OF ASSIGNMENT

                [To be signed only upon transfer of the Warrant]


     For value  received,  the undersigned  hereby sells,  assigns and transfers
unto  ____________________________  the rights represented by the within Warrant
to purchase  shares of Common  Stock of WESTWOOD  ONE,  INC. to which the within
Warrant relates, and appoints _________________________Attorney to transfer such
rights on the books of WESTWOOD ONE, INC. with full power of substitution in the
premises.


Dated:_________________________



                                        ________________________________________
                                        (Signature must conform in all respects
                                        to name of holder as specified on the
                                        face of the Warrant)



                                        ________________________________________
                                        (Address)



Signed in the presence of:


______________________________
Name:



                                   EXHIBIT D

                       Warrant to Purchase 500,000 Shares
                                 of Common Stock

                    INCORPORATED UNDER THE LAWS OF THE STATE

                                   OF DELAWARE

                               WESTWOOD ONE, INC.


     THE SECURITIES  EVIDENCED BY THIS WARRANT OR ISSUABLE UPON EXERCISE  HEREOF
     HAVE NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933 OR ANY STATE
     SECURITIES  LAWS.  SUCH SECURITIES MAY NOT BE SOLD,  TRANSFERRED,  PLEDGED,
     HYPOTHECATED,  ASSIGNED  OR  OTHERWISE  ENCUMBERED  OR  DISPOSED  OF IN THE
     ABSENCE OF SUCH  REGISTRATION OR AN EXEMPTION  THEREFROM UNDER SAID ACT AND
     ANY APPLICABLE STATE SECURITIES LAWS.

     WESTWOOD ONE, INC., a Delaware corporation (the "Company"), certifies that,
for value received,  Infinity Broadcasting  Corporation,  a Delaware corporation
("Infinity"), or a designated affiliated entity (collectively, the "Holder"), is
entitled to purchase,  from January 2, [2005]  [2006] [2007] [2008] [2009] until
the close of business on the Termination Date (as defined in the next sentence),
Five Hundred  Thousand  (500,000)  shares of Common  Stock,  par value $0.01 per
share,  of the Company,  at a price per share equal to the average  Market Price
(as defined  below) per share of Common  Stock for each of the fifteen (15) days
on which the national securities exchanges are open for trading prior to January
2, 2004 (the "2004 Base  Price"),  plus an amount equal to a  compounded  annual
growth  rate of 15% over the 2004 Base  Price as of  January  2,  [2005]  [2006]
[2007] [2008] [2009]; subject, however, to the provisions and upon the terms and
conditions  hereinafter  set forth.  "Termination  Date"  shall mean  January 2,
[2015] [2016] [2017] [2018] [2019].

     1. Exercisability of Warrant. This Warrant shall become exercisable only if
the average  Market Price per share of Common Stock,  par value $0.01 per share,
of the  Company  for each of the  fifteen  (15) days  prior to  January 2, 2005]
[2006] [2007] [2008] [20090 on which the national securities  exchanges are open
for trading is at least equal to the initial exercise price determined  pursuant
to the introductory  paragraph hereof, and if such average Market Price is equal
to or greater  than (x) the average  Market  Price per share of Common Stock for
each of the fifteen (15) days prior to January 2, [2004]  [2005]  [2006]  [2007]
[2008]  on  which  the  national  securities  exchange  are  open  for  trading,
multiplied  (y) by 1.20;  provided  that this  Warrant  shall  expire  and shall
thereafter not become  exercisable under any circumstances  upon the termination
of the  Management  Agreement,  but only if this  Warrant  shall not have become
exercisable  pursuant  to this  Section  1 prior  to  such  termination.  If the
conditions  for  exercisability  set  forth in this  Section 1 are not met as of
January 2, [2005] [2006] [2007]  [2008]  [2009],  then this Warrant shall expire
and shall not become exercisable under any circumstances.

     2. Method of Exercise, Payment, Issuance of New Warrant.

     (a) This  Warrant may be  exercised  by the holder  hereof,  in whole or in
part, by the surrender of this Warrant, properly endorsed, to the Company at its
principal  office at 40 West 57th Street,  15th Floor, New York, New York 10019,
Attention:  Secretary,  and by (i) unless holder exercises this Warrant pursuant
to the Net Exercise  procedure set forth in paragraph (d) below,  the payment to
the  Company of the then  applicable  Warrant  Price of the Common  Stock  being
purchased ("Warrant Price" shall mean the price specified in the first paragraph
of this  Warrant  and such other  prices as shall  result  from the  adjustments
specified in Section 5 hereof);  and (ii) delivery to the Company of the form of
subscription at the end hereof (or a
reasonable facsimile thereof).



     (b) Each  exercise of this  Warrant  shall be deemed to have been  effected
immediately  prior to the close of  business on the  business  day on which this
Warrant shall have been  surrendered  to the Company as provided in this Section
2, and at such time the person or persons in whose name or names any certificate
or certificates  for shares of Common Stock shall be issuable upon such exercise
shall be deemed to have become the holder or holders of record thereof.

     (c) In the event of any exercise of the rights represented by this Warrant,
certificates  for the shares of Common Stock so purchased  shall be delivered at
the Company's  expense  (including  the payment by the Company of any applicable
issuance  taxes) to the holder  hereof  within five (5) business  days after the
rights represented by this Warrant shall have been so exercised, and unless this
Warrant  has  expired,  a new Warrant of like tenor  representing  the number of
shares of Common  Stock,  if any,  with respect to which this Warrant  shall not
then have been exercised,  shall also be issued to the holder hereof within such
time.

     (d) In  connection  with any  exercise  of this  Warrant  pursuant  to this
Section  2,  the  holder  may,  at its  option,  elect,  in lieu of  paying  the
applicable  Warrant  Price in cash to the Company and  receiving  the  aggregate
number of shares of Common Stock that would otherwise be issuable hereunder,  to
receive a number of shares of Common Stock  determined  in  accordance  with the
formula  set forth  below as of the date of  surrender  of the  Warrant,  for no
additional consideration, by so indicating on the form of subscription submitted
to the Company pursuant to paragraph (a) hereof (a "Net Exercise"):

                           X = Y(A-B)
                                 A

     X = the number of shares of Common Stock to be issued to the Holder.

     Y = the  number of shares of Common  Stock  with  respect  to which the Net
     Exercise is being made.

     A = the Current Market Value of one share of the Company's  Common Stock as
     of the date of surrender of the Warrant.

     B = the Warrant Price as of the date of surrender of the Warrant.

     3. Stock Fully Paid;  Reservation  of Shares.  The  Company  covenants  and
agrees  that all  shares  which may be issued  upon the  exercise  of the rights
represented by this Warrant will,  upon issuance,  be duly  authorized,  validly
issued,  fully  paid and  nonassessable  and free from all  liens.  The  Company
further  covenants  and agrees  that during the period  within  which the rights
represented by this Warrant may be exercised, the Company will at all times have
authorized,  and  reserved  for the  purpose of the issue upon  exercise  of the
purchase rights evidenced by this Warrant, at least the maximum number of shares
of its  Common  Stock  as are then  issuable  upon the  exercise  of the  rights
represented by this Warrant.

     4. Fractional  Shares.  No fractional shares of Common Stock will be issued
in connection with any exercise hereunder but in lieu of such fractional shares,
the Company  shall make a cash  payment  therefor  upon the basis of the Current
Market Value (as defined below) of the Common Stock.

     5.  Number of Shares  Receivable  Upon  Exercise.  The  number of shares of
Common  Stock  receivable  upon the  exercise  of this  Warrant  is  subject  to
adjustment upon the happening of certain events specified in this Section 5. For
the  purposes of this Section 5, the  "Warrant  Price"  referred to herein shall
initially be the price determined pursuant to the introductory  paragraph hereof
and shall be  adjusted  and  readjusted  from time to time as  provided  in this
Section 5. Subject to Section 2(d) hereof,  this Warrant shall be exercisable at
any time for that number of shares of Common Stock determined by multiplying the
number of shares of Common Stock which would  otherwise  (but for the provisions
of this Section 5) be issuable  upon such exercise at such time by a fraction of



which  (A) the  numerator  is the price  initially  determined  pursuant  to the
introductory  paragraph  hereof and (B) the  denominator is the Warrant Price in
effect at the time of such exercise. The price to be paid for each such share of
Common  Stock by the holder shall be the Warrant  Price as adjusted  pursuant to
this  Section  5,  provided  that the price paid by the holder for any shares of
Common Stock upon  exercise of this  Warrant  shall never be less than $0.01 per
share. The Warrant Price shall be subject to adjustment as follows:

     (a) Stock Dividends,  Stock Splits, Etc. If the Company at any time or from
time to time after April 15, 2002 shall issue additional  shares of Common Stock
as a result of the  declaration  or payment of a  dividend  on the Common  Stock
payable in Common Stock,  or as a distribution to holders of Common Stock, or as
a result of a  subdivision  of the  outstanding  shares of Common  Stock  into a
greater number of shares of Common Stock (by  reclassification or otherwise than
by payment  of a dividend  in shares of Common  Stock),  then,  and in each such
case, the Warrant Price then in effect shall be reduced,  concurrently  with the
issuance of such shares,  to a price (calculated to the nearest cent) determined
by multiplying such Warrant Price by a fraction (i) the numerator of which shall
be the number of shares of Common Stock  outstanding  immediately  prior to such
issuance of additional shares of Common Stock, and (ii) the denominator of which
shall be the number of shares of Common Stock outstanding immediately after such
issuance,  provided  that,  for purposes of this Section  5(a),  (x)  additional
shares of Common  Stock  shall be deemed to have been  issued (A) in the case of
any such dividend or  distribution,  immediately  after the close of business on
the record  date for the  determination  of  holders of any class of  securities
entitled to receive such dividend or distribution or (B) in the case of any such
subdivision,  at the close of business on the date immediately  prior to the day
upon which such corporate action becomes  effective,  (y) immediately  after any
additional  shares  of  Common  Stock  are  deemed  to have  been  issued,  such
additional  shares of Common  Stock shall be deemed to be  outstanding,  and (z)
treasury shares shall be deemed not to be outstanding.

     (b)  Extraordinary  Dividends  and  Distributions.  If  the  Company  shall
distribute  to  all  holders  of  its  outstanding  Common  Stock  evidences  of
indebtedness  of the  Company,  cash (other than a cash  distribution  made as a
dividend payable or to be payable at regularly  scheduled  intervals and payable
out of earnings or earned surplus legally available for the payment of dividends
under  the  laws of the  State of  Delaware,  but  only to the  extent  that the
aggregate of all such  dividends  paid or declared after April 15, 2002 does not
exceed the consolidated net income of the Company earned subsequent to April 15,
2002, as determined in accordance with generally accepted accounting principles,
consistently  applied)  or assets or  securities  other  than its  Common  Stock
(including  stock of a subsidiary or securities  convertible into or exercisable
for such stock but excluding  dividends or distributions  referred to in Section
5(a) above) (any such evidences of indebtedness, cash, assets or securities, the
"assets or securities"), then, in each case, the Warrant Price shall be adjusted
by subtracting  from the Warrant Price then in effect the value of the assets or
securities  that the holder  would have been  entitled to receive as a result of
such  distribution  had the Warrant been  exercised  and the relevant  shares of
Common  Stock issued in the name of the holder  immediately  prior to the record
date for such  distribution;  provided  that if,  after  giving  effect  to such
adjustment,  the  Warrant  Price  would be less  than the then par  value of the
Common  Stock,  the Company  shall  distribute  such assets or securities to the
holder as if the holder had exercised the Warrant and the shares of Common Stock
had been issued in the name of the holder  immediately  prior to the record date
for such  distribution.  Any  adjustment  required by this Section 5(b) shall be
made whenever any such  distribution is made, and shall become  effective on the
date of  distribution  retroactive to the record date for the  determination  of
stockholders entitled to receive such distribution.

     (c)  Combinations,  Etc.  If the  Company  at any time or from time to time
after April 15, 2002 shall  combine or  consolidate  the  outstanding  shares of
Common Stock, by reclassification  or otherwise,  into a lesser number of shares
of Common Stock,  then,  and in each such case, the Warrant Price then in effect
shall be increased,  concurrently  with the effectiveness of such combination or
consolidation,  to a price  (calculated  to the nearest one cent)  determined by
multiplying such Warrant Price by a fraction (i) the numerator of which shall be
the  number  of  shares of Common  Stock  outstanding  immediately  prior to the
effectiveness of such  combination or consolidation  and (ii) the denominator of
which  shall be the  number of shares of Common  Stock  outstanding  immediately
after such effectiveness.

     (d) Issuance of Additional  Shares of Common Stock.  In case the Company at
any  time or from  time to  time  after  April  15,  2002  shall  issue  or sell
additional shares of Common Stock ("Additional  Shares") for a consideration per
share less than the  Current  Market  Value in effect on the  earlier of (i) the
date on which the Company  enters into a firm contract for the issuance and sale



of such Additional Shares (unless such contract specifies that the price will be
determined at a later date, then such later date shall apply to this clause (i))
or (ii), the date of actual issuance or sale of such Additional Shares, then, in
each such case, the Warrant Price in effect immediately prior to such date shall
be reduced,  concurrently  with such issuance or sale, to a price (calculated to
the nearest one cent) determined by multiplying such Warrant Price by a fraction
(x) the  numerator  of which  shall be the sum of (A) the  number  of  shares of
Common Stock  outstanding  immediately prior to such issue or sale, plus (B) the
number of shares of Common Stock which the aggregate  consideration  received by
the Company  for the total  number of such  Additional  Shares so issued or sold
would  purchase at such Current Market Value,  and (y) the  denominator of which
shall be the number of shares of Common Stock outstanding immediately after such
issue or sale,  provided  that (a)  treasury  shares  shall  not be deemed to be
outstanding for purposes of this Section 5(d) and (b) the shares of Common Stock
then issuable  pursuant to the terms of (i) the Warrants dated February 3, 1994,
(ii) this Warrant and (iii) the other Warrants issued pursuant to the Management
Agreement,  dated as of March 31,  1999,  as amended by letter  amendment  dated
April 15, 2002,  between the Company and Infinity (the "Management  Agreement"),
shall be deemed to be outstanding  immediately  prior to and after such issue or
sale.  Notwithstanding  anything contained herein to the contrary, no adjustment
to the Warrant Price shall be made  pursuant to this Section 5(d)  following the
issuance of  Additional  Shares  pursuant to (1) Section  5(a)  hereof,  (2) the
exercise of any options or issuance of any shares  under any options or purchase
or other rights that are outstanding on or prior to April 15, 2002 and that were
issued pursuant to any of the Company's  employee stock option,  appreciation or
purchase  right  plans,  (3) the  exercise  of any  options or purchase or other
rights or the  issuance  of any  shares  under any  options  or rights  that are
granted after April 15, 2002, whether in accordance with the terms of any of the
Company's  employee  stock  option,  appreciation  or  purchase  right  plans or
otherwise,  so  long  as  the  exercise  price  of  any  such  option,  warrant,
subscription  or  purchase  right is not less than the Market  Price on the date
that such  grant is  approved  by the  Company's  Board of  Directors  or a duly
authorized  committee thereof or, if later, the date that such exercise price is
established,   (4)  the  exercise  of  any  other  options,  warrants  or  other
subscription  or  purchase  rights  outstanding  on or prior to April 15,  2002,
including without limitation,  (a) the Warrants dated February 3, 1994, (b) this
Warrant and (c) the other Warrants issued pursuant to the Management  Agreement,
(5) the exercise of any conversion or exchange rights outstanding on or prior to
April 15, 2002 issued by the  Company,  (6) the  exercise of any  conversion  or
exchange  rights  issued by the  Company  after April 15,  2002,  so long as the
conversion or exchange  price is not less than the Market Price on the date that
such  issuance  is  approved  by the  Board of  Directors  or a duly  authorized
committee  thereof or, if later, the date that such conversion or exchange price
is  established or (7) the issuance or sale of Additional  Shares  pursuant to a
firmly underwritten public offering of such shares.

     (e) Accountants'  Report as to Adjustments.  In each case of any adjustment
or readjustment  in the Warrant Price,  the Company at its expense will promptly
compute such adjustment or readjustment in accordance with the terms hereof and,
upon the reasonable request of the Holder,  cause independent public accountants
of  recognized  national  standing  selected  by the  Company  (which may be the
regular auditors of the Company) to verify such computation and prepare a report
setting forth such adjustment or readjustment  and showing in reasonable  detail
the method of  calculation  thereof and the facts upon which such  adjustment or
readjustment  is based,  including  a  statement  of (i) the number of shares of
Common Stock  outstanding or deemed to be outstanding and (ii) the Warrant Price
in effect  immediately  prior to such adjustment or readjustment and as adjusted
and readjusted (if required by Section 5) on account  thereto.  The Company will
forthwith  mail a copy of each such  report to the holder of this  Warrant.  The
Company will also keep copies of all such reports at its principal  office,  and
will cause the same to be available for  inspection at such office during normal
business hours by any holder of this Warrant or any  prospective  purchaser of a
Warrant designated in writing by the holder thereof.

     (f) No Dilution or  Impairment.  The Company  will not, by amendment of its
certificate   of   incorporation   or   through   any   consolidation,   merger,
reorganization,  transfer of assets, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms  hereof,  but will at all times in good faith  assist in the
carrying  out of all such terms and in the  taking of all such  action as may be
necessary  or  appropriate  in order to protect the rights of the holder of this
Warrant against dilution as provided herein.  Without limiting the generality of
the  foregoing,  the  Company (i) will not permit the par value of any shares of
Common Stock  receivable  upon the exercise of any Warrant to be increased to an
amount that exceeds the amount payable  therefor upon such  exercise,  (ii) will
take all such  action  as may be  necessary  or  appropriate  in order  that the
Company may validly and legally issue fully paid and  nonassessable  shares upon
the  exercise  of this  Warrant  from time to time and  (iii)  will not take any
action which results in any  adjustment of the Warrant Price if the total number
of shares of Common Stock  issuable  after such action upon the exercise of this
Warrant would exceed the total number of shares of Common Stock then  authorized
by the Company's  certificate of incorporation  and available for the purpose of
issue upon such exercise.



     (g) Exercise of Warrant in the Event of a  Consolidation,  Merger,  Sale of
Assets, Reorganization, Etc.

     (i) In case at any time after April 15, 2002,  the Company shall be a party
to any Transaction  except as provided in (iii) or (iv) below, then (A) upon the
consummation  thereof this Warrant shall become  exercisable with respect to all
shares of Common Stock covered  hereby  (whether or not it has otherwise  become
exercisable  with  respect to such  shares  pursuant  to Section 1) and shall be
deemed to have been  exercised by the holder hereof  without any act on the part
of such holder and without any  obligation on the part of such holder to pay the
exercise price until  presentation of this Warrant pursuant to clause (B) below,
and (B) this Warrant  shall  represent the right of such holder to receive (upon
presentation  of this  Warrant on or within  thirty  (30) days after the date of
such consummation  together with payment of the aggregate exercise price payable
at the time of such  consummation in accordance with Section 2 for all shares of
Common  Stock   issuable   upon  such   exercise   immediately   prior  to  such
consummation),  in lieu of the  Common  Stock  issuable  upon  exercise  of this
Warrant prior to such consummation,  the cash,  securities and other property to
which  such  holder  would  have  been  entitled  upon the  consummation  of the
Transaction if such holder had exercised this Warrant immediately
prior thereto.

     (ii) The  Company  will not effect  any  Transaction  unless,  prior to the
consummation  thereof, each corporation or entity (other than the Company) which
may be required  to deliver  any cash,  securities  or other  property  upon the
exercise of this Warrant as provided herein shall assume, by written  instrument
delivered  to the  holder of this  Warrant,  the  obligation  to deliver to such
holder  such cash,  securities  or other  property  as, in  accordance  with the
foregoing provision, such holder may be entitled to receive.

     (iii) In case  after  January 2, 2004 the  Company  shall be a party to any
Transaction  pursuant to which the aggregate  value of the cash,  securities and
other  consideration  payable for a share of Common Stock is less than the price
initially determined pursuant to the introductory paragraph hereof, this Warrant
shall terminate upon the consummation thereof.

     (iv) Upon  termination of the Management  Agreement in accordance  with its
terms in connection with any Transaction,  if this Warrant shall not have become
exercisable  pursuant to Section 1 hereof,  this Warrant  shall expire and shall
thereafter not become exercisable under any  circumstances.  In the event of any
Transaction  occurring  prior to the first  date of  exercisability  hereof,  in
connection  with  which  the  Management   Agreement  is  not  terminated,   the
corporation or other entity or entities which shall acquire the Company or shall
be the  successor  thereto  shall issue to the holder a new warrant  which shall
reflect as closely as possible the economic and incentive, as well as the other,
terms and  conditions of this Warrant.  The Company,  the holder hereof and such
corporation, entity or entities shall negotiate the terms and conditions of such
new warrant in good faith and if such  parties are unable to agree to such terms
and conditions prior to the consummation of the Transaction,  such parties shall
appoint a mutually  acceptable  independent  accounting  firm to determine  such
terms and conditions.

     (h) Notices of Corporate Action. In the event of any anticipated:

     (i)  taking  by the  Company  of a record  of the  holders  of any class of
securities for the purpose of determining  the holders  thereof who are entitled
to receive any dividend or other distribution on such securities, or

     (ii) Transaction, or

     (iii)voluntary or involuntary dissolution, liquidation or winding-up of the
Company,




the Company will mail to the holder of this Warrant a notice  specifying (A) the
date or expected date on which any such record is to be taken for the purpose of
such dividend or distribution or (B) the date or expected date on which any such
Transaction,  dissolution,  liquidation  or  winding-up is to take place and the
time,  if any such time is to be fixed,  as of which  the  holders  of record of
Common Stock shall be entitled to exchange  their shares of Common Stock for the
securities or other property  deliverable  upon such  Transaction,  dissolution,
liquidation or winding-up. Such notice shall be mailed at least twenty (20) days
prior to the date therein specified,  in the case of any date referred to in the
foregoing  clause (A),  and at least  thirty (30) days prior to the date therein
specified, in the case of the date referred to in the foregoing clause (B).

     (i) Adjustments Prior to January 2, 2004.  Notwithstanding any provision to
the  contrary in this Section 5, in the event of any  adjustment  required to be
made  pursuant to this Section 5 as a result of any event  occurring  during the
period  between  April 15, 2002 and January 2, 2004,  the  following  provisions
shall apply and the  corresponding  adjustments shall be deemed made immediately
after the initial  price per share is  determined  pursuant to the  introductory
paragraph hereof:

     (i) If any event  occurs  during such period  giving rise to an  adjustment
pursuant to paragraph (a) or (c) above,  the Warrant Price shall not be adjusted
as provided  for  therein,  but the number of shares  issuable  pursuant to this
Warrant shall be adjusted by multiplying  such number of shares by a fraction of
which (A) the  numerator  is the  number of shares  the  holder  would have held
immediately  after such event had the holder,  immediately  prior to such event,
held the full number of shares  issuable  pursuant  to this  Warrant and (B) the
denominator of which is such full number of shares.

     (ii) If any event occurs  during such period  giving rise to an  adjustment
pursuant to  paragraph  (b) above,  the  Warrant  Price shall not be adjusted as
provided for therein, but the number of shares issuable pursuant to this Warrant
shall be  adjusted by  multiplying  such number of shares by a fraction of which
(A) the numerator is the number of shares the holder would have held immediately
after such event had the holder,  immediately prior to such event, held the full
number of shares issuable pursuant to this Warrant, plus the number of shares of
Common Stock the holder could have  acquired  immediately  after such event at a
price equal to the Current Market Value calculated  immediately after such event
with an amount equal to the value of the assets and  securities the holder would
have received had the holder held such full number of shares  immediately  prior
to such  event  and (B) the  denominator  of which is the full  number of shares
issuable immediately prior to such event pursuant to this Warrant.

     (iii) If any event occurs  during such period  giving rise to an adjustment
pursuant to  paragraph  (d) above,  the  Warrant  Price shall not be adjusted as
provided for therein, but the number of shares issuable pursuant to this Warrant
shall be  adjusted,  subject to the  proviso  and  exceptions  set forth in such
paragraph (d), by  multiplying  such number of shares by a fraction of which (A)
the  numerator is the number of shares of Common Stock  outstanding  immediately
after such event and (B) the  denominator is the sum of (1) the number of shares
of Common Stock outstanding immediately prior to such event, plus (2) the number
of shares of Common  Stock  which the  aggregate  consideration  received by the
Company for the total number of shares  issued or sold in  connection  with such
event would  purchase at the Current  Market  Value  calculated  at the time set
forth in such paragraph (d).

     (iv) If any event which would give rise to any adjustment  pursuant to this
Section 5 occurs during the 15 trading day period in which the initial  exercise
price pursuant to the introductory  paragraph  hereof is determined,  the Market
Price on the trading days during such period occurring before such event used in
such  determination  shall  be  equitably  adjusted  on a  similar  basis to the
adjustments for such event required pursuant to this Section 5.

     6.  Definitions.  As used herein,  the  following  terms have the following
respective meanings:

     Common Stock:  The  Company's (a) Common Stock,  par value $0.01 per share,
and (b) Class B Stock, par value $0.01 per share.


     Current  Market  Value:  The average of the daily Market Price per share of
Common  Stock for the  period of five (5)  days,  ending on the day  immediately
prior to the date of exercise of the Warrant pursuant to Section 2(b) or Section
2(d), as applicable,  or on the date  determined  pursuant to Section 5(d)(i) or
(ii),  Section 5(g)(iv) or Section 5(i)(ii) or (i)(iii),  as applicable,  during
which the national securities  exchanges were opened for trading,  provided that
if an exercise of this Warrant  occurs as a result of or in connection  with the
consummation of a Transaction, Current Market Value shall be the aggregate value
of the cash,  securities and other  consideration  payable for a share of Common
Stock in connection with such Transaction.

     Market Price:  Per share of Common Stock on any date specified herein shall
be (a) the last sale price,  regular way, on such date or, if no such sale takes
place on such date,  the  average of the  closing  bid and asked  prices on such
date, in each case as officially  reported on the principal national  securities
exchange on which the Common Stock is then listed or admitted to trading, or (b)
if such Common  Stock is not then listed or admitted to trading on any  national
securities  exchange,  but is designated as a national market system security by
the National  Association of Securities  Dealers,  the last trading price of the
Common  Stock on such date,  or (c) if there  shall have been no trading on such
date or if the Common  Stock is not so  designated,  the average of the reported
closing bid and asked prices on such date as shown by the  National  Association
of Securities Dealers Automated Quotation System.

     Registration Rights Agreement: The Registration Rights Agreement,  dated as
of March 30, 1999, as amended by letter  amendment  dated April 15, 2002 between
the Company and the original holder hereof.

     Transaction: A merger,  consolidation,  sale of all or substantially all of
the  Company's  assets,  recapitalization  of the Common Stock or other  similar
transaction, in each case if the previously outstanding Common Stock is acquired
for cash or changed into or exchanged for different securities of the Company or
changed  into or  exchanged  for  common  stock or other  securities  of another
corporation or interests in a noncorporate  entity or other property  (including
cash) or any combination of any of the foregoing.

     Warrant Price: The meaning specified in Section 5.

     7.  Amendments  and  Waivers.  Any term of this  Warrant  may be amended or
modified or the  observance  of any term of this  Warrant may be waived  (either
generally  or in a  particular  instance)  only with the written  consent of the
Company and the holder of this Warrant.

     8.  Assignment.  The  provisions  of this Warrant shall be binding upon and
inure to the benefit of the original  holder hereof,  its successors and assigns
by way of merger,  consolidation  or  operation  of law,  and each  third  party
transferee of this Warrant,  provided that this Warrant may only be  transferred
in accordance with the terms of the  Registration  Rights  Agreement and, in the
case of any third party transferee,  such transferee shall have delivered to the
Company a valid agreement of assumption of the restriction on transfer specified
in this Section 8.

     9.  Exchange of  Warrant.  Upon  surrender  for  exchange of this  Warrant,
properly endorsed, for registration of Transfer or for exchange at the principal
office of the Company, the Company, at its expense, will issue and deliver to or
upon the order of the holder hereof a new Warrant or Warrants of like tenor,  in
the name of such  holder or as such holder  (upon  payment by such holder of any
applicable  transfer taxes) may direct,  calling in the aggregate on the face or
faces thereof for the number of shares of Common Stock called for on the face of
this  Warrant,  provided  that  any such  transfer  of this  Warrant  is made in
accordance with the Registration Rights Agreement.

     10.   Replacement   of  Warrant.   Upon  receipt  of  evidence   reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Warrant and, in the case of any such loss,  theft or destruction of any Warrant,
upon delivery of an indemnity bond in such reasonable  amount as the Company may
determine (or, in the case of any Warrant held by the original  holder hereof or
any  affiliate  thereof or an  institutional  holder or any of their  respective



nominees, of an affidavit of an authorized officer of such holder, setting forth
the  fact of such  loss,  theft or  destruction,  which  shall  be  satisfactory
evidence  thereof and no further  indemnity  shall be required as a condition of
the  execution  and  delivery  of a new  Warrant),  or,  in the case of any such
mutilation,  upon the surrender of such Warrant for  cancellation to the Company
at its principal office, the Company at its expense will execute and deliver, in
lieu  thereof,  a new Warrant,  of like tenor.  Any Warrant in lieu of which any
such new Warrant has been so executed and  delivered by the Company shall not be
deemed to be an outstanding Warrant for any purpose.

     11. Remedies. The Company stipulates that the remedies at law of the holder
of this Warrant in the event of any default by the Company in the performance of
or in  compliance  with any of the terms of this Warrant are not and will not be
adequate,  and that such terms may be specifically  enforced by a decree for the
specific  performance  of any  agreement  contained  herein or by an  injunction
against  a  violation  of any of the  terms  hereof  or  otherwise  without  the
requirement of the posting of a bond.

     12. No Rights or  Liabilities  as  Stockholder.  Nothing  contained in this
Warrant shall be construed as conferring  upon the holder hereof any rights as a
stockholder of the Company (except to the extent that shares of Common Stock are
issued to such holder  pursuant to this Warrant) or as imposing any  liabilities
on such holder to purchase any  securities or as a  stockholder  of the Company,
whether  such  liabilities  are  asserted  by the  Company  or by  creditors  or
stockholders of the Company or otherwise.

     13. Notices.  All notices and other communications under this Warrant shall
be in  writing  and shall be mailed by  registered  or  certified  mail,  return
receipt requested, or by facsimile transmission, addressed (a) if to the holder,
at the registered address or the facsimile number of such holder as set forth in
the register  kept at the  principal  office of the  Company,  and (b) if to the
Company,  to the attention of the Secretary at its principal  office, at 40 West
57th Street,  15th Floor,  New York, New York 10019, or to its facsimile  number
212-258-6099,  Attention:  Secretary,  provided that the exercise of any Warrant
shall be effected in the manner provided in Section 2.

     14. Legends.  The shares of Common Stock issuable  pursuant to the terms of
this Warrant shall bear a legend in substantially the following form:

     THE  SECURITIES  REPRESENTED  HEREBY  HAVE NOT BEEN  REGISTERED  UNDER  THE
     SECURITIES ACT OF 1933 OR ANY STATE  SECURITIES  LAWS.  SUCH SECURITIES MAY
     NOT BE SOLD,  TRANSFERRED,  PLEDGED,  HYPOTHECATED,  ASSIGNED OR  OTHERWISE
     ENCUMBERED  OR  DISPOSED  OF IN THE  ABSENCE  OF  SUCH  REGISTRATION  OR AN
     EXEMPTION  THEREFROM  UNDER SAID ACT AND ANY  APPLICABLE  STATE  SECURITIES
     LAWS.



     15.  Miscellaneous.  THIS  WARRANT  SHALL  BE  CONSTRUED  AND  ENFORCED  IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.  The headings
in this  Warrant  are for  purposes  of  reference  only and  shall not limit or
otherwise affect the meaning hereof.

     Dated as of April 15, 2002.


                                           WESTWOOD ONE, INC.



                                           By:_______________________________
                                           Name:
                                           Title:



                              FORM OF SUBSCRIPTION

                [To be signed only upon exercise of the Warrant]

TO WESTWOOD ONE, INC.

                  [Strike paragraph below that does not apply]

     The  undersigned,  the holder of the  within  Warrant,  hereby  irrevocably
elects to exercise the purchase  right  represented  by such Warrant for, and to
purchase  thereunder,  _______* shares of Common Stock of WESTWOOD ONE, INC. and
herewith  makes  payment  of  $  ________   therefor,   and  requests  that  the
certificates    for    such    shares    be    issued    in    the    name    of
__________________________________,                 and                delivered
to_______________________________, whose address is:

     The  undersigned,  the holder of the  within  Warrant,  hereby  irrevocably
elects to exercise the purchase  right  represented by such Warrant and, in lieu
of paying the Warrant Price therefor, elects to receive pursuant to Section 2(d)
thereof _______* shares of Common Stock of WESTWOOD ONE, INC., and requests that
the    certificates    for   such    shares   be   issued   in   the   name   of
__________________________________,                 and                delivered
to_______________________________, whose address is:



Dated:_________________________


                                       _________________________________________
                                       (Signature must conform in all respects
                                       to name of holder as specified on the
                                       face of the Warrant)


                                       _________________________________________
                                       (Address)








*Insert  here the number of shares  called for on the face of the Warrant or, in
the case of a Net Exercise,  the net number of shares resulting from application
of the formula set forth in Section  2(d) using the number of shares  called for
on the face of the  Warrant as Y in such  formula,  or, in the case of a partial
exercise, the portion thereof as to which the Warrant is being exercised, in any
case without making any adjustment for additional  shares of the Common Stock or
any other stock or other  securities or property or cash which,  pursuant to the
adjustment  provisions  referred  to  in  Section  5  of  the  Warrant,  may  be
deliverable upon exercise.  In the case of a partial exercise,  a new Warrant or
Warrants will be issued and delivered,  representing the unexercised  portion of
such Warrant, all as provided in the Warrant.



                               FORM OF ASSIGNMENT

                [To be signed only upon transfer of the Warrant]


     For value  received,  the undersigned  hereby sells,  assigns and transfers
unto  ____________________________  the rights represented by the within Warrant
to purchase  shares of Common  Stock of WESTWOOD  ONE,  INC. to which the within
Warrant relates, and appoints _________________________Attorney to transfer such
rights on the books of WESTWOOD ONE, INC. with full power of substitution in the
premises.


Dated:_________________________



                                              __________________________________
                                              (Signature must conform in all
                                              respects to name of holder as
                                              specified on the face of the
                                              Warrant)



                                              __________________________________
                                              (Address)



Signed in the presence of:


______________________________
Name: