AMENDMENT TO THE
                               WESTWOOD ONE, INC.
                            1999 STOCK INCENTIVE PLAN

     WHEREAS, Westwood One, Inc. (the "Company") maintains the Westwood One,
Inc. 1999 Stock Incentive Plan (the "1999 Plan");

     WHEREAS, pursuant to Article XII of the 1999 Plan, the Board reserved the
right to amend the 1999 Plan; and

     WHEREAS, the Board desires to amend the 1999 Plan.

     NOW, THEREFORE, BE IT RESOLVED that the 1999 Plan is amended, effective
upon shareholder approval of the Westwood One, Inc. 2005 Equity Compensation
Plan, as follows:

     1. Section 4.1 of the 1999 Plan is amended by adding the following new
sentence to the end thereof:

            "Notwithstanding the foregoing, effective upon stockholder approval
      of the Company's 2005 Equity Compensation Plan, no shares of Common Stock
      shall be available for issuance under this 1999 Plan or be subject to
      Awards other than shares of Common Stock that again become available for
      issuance pursuant to Section 4.2 of the 1999 Plan."

     2. Article X of the 1999 Plan is amended by adding the following new
section to the end thereof:

            "Section 10.4 TERMINATION OF MANDATORY GRANTS. Effective upon
      stockholder approval of the Company's 2005 Equity Compensation Plan, Stock
      Options shall not be granted pursuant to this Article X."





      IN WITNESS WHEREOF, the Company has caused this amendment to be executed
this 15th day of March, 2005.

                                    WESTWOOD ONE, INC.


                                    By: /S/ DAVID HILLMAN
                                       ---------------------------
                                    Title: ASSISTANT SECRETARY