THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Westwood One, Inc. (WON)

4/24/2006 Proxy Information

Messrs. Hollander, Berger and Kosann are officers and/or employees of CBS Radio, which beneficially owns 18.5% of the Common Stock of the Company. CBS Radio manages the business and operations of the Company pursuant to the terms of a Management Agreement (“Management Agreement”). Through the Management Agreement, CBS Radio currently provides to the Company the services of a chief executive officer and a chief financial officer. The Management Agreement was entered into in March 1999 and was subsequently amended to, among other things, extend the Management Agreement until March 31, 2009. Pursuant to the Management Agreement, the Company is obligated to pay to CBS Radio an annual base fee (which base fee is $3,000,000, effective April 1, 2004) subject to an annual increase by a percentage amount equal to the increase based on a specified consumer price index. The expense associated with the Management Agreement in 2005 was $2,853,000.

In addition, the Company pays to CBS Radio 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 CBS Radio for certain out-of-pocket expenses incurred by CBS Radio in performing the services contemplated by the Management Agreement consistent with past practice. CBS Radio did not earn an incentive bonus in fiscal 2005 as targeted cash flow levels were not achieved. As additional compensation to CBS Radio under the Management Agreement, CBS Radio was granted seven warrants to purchase an aggregate 4,500,000 shares of the Company’s Common Stock (comprised of two warrants to purchase 1,000,000 Common Stock shares per warrant and five warrants to purchase 500,000 Common Stock shares per warrant). Of the seven warrants issued, the two one million share warrants have an exercise price of $43.11 and $48.36, respectively, and become exercisable if (A) if the average price of the Company’s Common Stock reaches a price of $64.67 and $77.38, respectively, for at least 20 out of 30 consecutive trading days for any period throughout the ten year term of the warrants or (B) upon the termination of the Management Agreement by the Company in certain circumstances as described in the terms of such warrants.

The exercise price for each of the five remaining warrants is equal to $38.87, $44.70, $51.40, $59.11 and $67.98, respectively. These warrants each have a term of 10 years and become exercisable on January 2, 2005, 2006, 2007, 2008, and 2009, respectively, subject to a trading price condition. The trading price condition specifies the average price of the Company’s Common Stock for each of the 15 trading days prior to January 2 of the applicable year (commencing on January 2, 2005 with respect to the first 500,000 warrant tranche and each January 2 thereafter for each of the remaining four warrants) must be at least equal to both the exercise price of the warrant and 120% of the corresponding prior year 15 day trading average. In the case of the $38.87 warrants, the Company’s average stock price for the 15 trading days prior to January 2, 2005 must have equalled or exceeded $40.66 for the warrants to have become exercisable. The average stock price for the 15 trading days prior to January 2, 2005 did not equal or exceed $40.66, and therefore, the first of the five warrants to purchase 500,000 common shares did not become exercisable and is no longer eligible to become exercisable. In the case of the $44.70 warrants, the Company’s average stock price for the 15 trading days prior to January 2, 2006 must have equalled or exceeded $31.37 for the warrants to have become exercisable. The Company’s stock did not equal or exceed $31.37 for the 15 trading days prior to January 2, 2006 and, therefore, the second of the five warrants to purchase 500,000 common shares did not become exercisable and is no longer eligible to become exercisable.

The Company and CBS Radio also have 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 CBS Radio specified demand and registration rights.

The Management Agreement provides that all transactions (other than the Management Agreement and Representation Agreement (as described below) to operate the CBS Radio Networks which were ratified by the Company’s shareholders) between the Company and CBS Radio 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 CBS Radio or any of its affiliates must be approved by the Company’s Board of Directors.

The Company has a Representation Agreement with CBS Radio to operate the CBS Radio Networks until March 31, 2009. The Company retains all revenue and is responsible for all expenses of the CBS Radio Networks. In addition, a number of CBS Radio’s radio stations are affiliated with the Company’s radio networks and the Company purchases several programs from CBS Radio. During 2005, the Company incurred expenses aggregating approximately $78,388,000 under the Representation Agreement and for CBS Radio affiliations and programs.

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 approximately $17,000 in 2005. In addition, Leventhal, Senter and Lerman PLLC provides services to CBS Radio and Mr. Lerman serves as CBS Radio’s General Counsel.

Mr. Holt has been the Chairman and Chief Executive Officer of U.S. International Media LLC since March 2004 and the Chairman and Chief Executive Officer of Patriot Communications LLC since March 1999. Mr. Holt, along with his spouse, owns 100% of Patriot Communications LLC and U.S. International Media LLC. U.S. International Media LLC is a media buying service that purchased approximately $724,453 of advertising time from the Company on behalf of its clients for 2005. Patriot Communications LLC is a provider of telecommunications services that purchased approximately $222,190 of advertising time from the Company on behalf of its clients for 2005.

Mr. Berger, who was elected as a director on April 4, 2006, was previously the Executive Vice President, Chief Financial Officer of Emmis Communications Corporation, an operator of radio and television stations throughout the United States. Many of the radio stations owned by Emmis broadcast programming produced by the Company. During 2005, the Company paid Emmis owned stations approximately $513,317 pursuant to the terms of the stations’ affiliation agreements with the Company.

4/29/2005 Proxy Information

Messrs. Moonves, Hollander and Coppola are officers or employees of Infinity, which beneficially owns 16.5% of the Common Stock of the Company. Infinity manages the business and operations of the Company pursuant to the terms of a Management Agreement ("Management Agreement"). Through the Management Agreement, Infinity currently provides to the Company the services of a chief executive officer. The Management Agreement was entered into in March 1999 and was subsequently amended to, among other things, extend the Management Agreement until March 31, 2009. Pursuant to the Management Agreement, the Company is obligated to pay to Infinity an annual base fee subject to an annual increase by a percentage amount equal to the increase based on a specified consumer price index. The fee paid to Infinity in 2004 aggregated to $2,959,000. Effective April 1, 2004, the Company became obligated to pay to Infinity an annual base fee in the amount of $3,000,000 subject to an annual increase for each year thereafter by a percentage amount equal to the increase in a specified consumer 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. Infinity did not earn an incentive bonus in fiscal 2004. As additional compensation to Infinity under the Management Agreement, Infinity was granted seven warrants to purchase an aggregate 4,500,000 shares of the Company's Common Stock (comprised of two warrants to purchase 1,000,000 Common shares per warrant and five warrants to purchase 500,000 Common shares per warrant). Of the seven warrants issued, the two one million share warrants have an exercise price of $43.11 and $48.36, respectively, and become exercisable if the average price of the Company's Common Stock reaches a price of $64.67 and $77.38, respectively, for at least 20 out of 30 consecutive trading days for any period throughout the ten year term of the warrants.

The exercise price for each of the five remaining warrants is equal to $38.87, $44.70, $51.40, $59.11 and $67.98, respectively. These warrants each have a term of 10 years and become exercisable on January 2, 2005, 2006, 2007, 2008, and 2009, respectively, subject to a trading price condition. The trading price condition specifies the average price of the Company's Common Stock for each of the 15 trading days prior to January 2 of the applicable year (commencing on January 2, 2005 with respect to the first 500,000 warrant tranche and each January 2 thereafter for each of the remaining four warrants) must be at least equal to both the exercise price of the warrant and 120% of the corresponding prior year 15 day trading average. In the case of the $38.87 warrants, the Company's average stock price for the 15 trading days prior to January 2, 2005 must equal or exceed $40.56 for the warrants to become exercisable. The Company's stock did not equal or exceed $40.56 for the 15 trading days prior to January 2, 2005 and, therefore, the first of the five warrants to purchase 500,000 common shares did not become exercisable and is no longer eligible to become exercisable.

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.

The Management Agreement provides that all transactions (other than the Management Agreement and Representation Agreement (as described below) to operate the CBS Radio Networks which were ratified by the Company's shareholders) 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 Company's Board of Directors.

The Company has a Representation Agreement with Infinity to operate the CBS Radio Networks until March 31, 2009. 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. During 2003, the Company incurred expenses aggregating approximately $84,338,000 under the Representation Agreement and for Infinity affiliations and programs.

Mr. Suleman has been Chairman of the Board and Chief Executive Officer of Citadel since April 2002. Many of the radio stations owned by Citadel have been broadcasting programming produced by the Company both before and after Mr. Suleman became an officer of Citadel. During 2004, the Company paid Citadel owned stations approximately $3,854,000 pursuant to the terms of the stations' affiliation agreements with the Company. In addition, the Company paid $14,000 to Aviation 1 LLC, a company owned by Forstmann Little, for aviation services.

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 approximately $26,000 in 2004. In addition, Leventhal, Senter and Lerman PLLC provides services to Infinity and Mr. Lerman serves as Infinity's General Counsel.

Mr. Holt has been the Chairman and Chief Executive Officer of U.S. International Media LLC since March 2004 and the Chairman and Chief Executive Officer of Patriot Communications LLC since March 1999. Mr. Holt, along with his spouse, owns 100% of Patriot Communications LLC and U.S. International Media LLC. U.S. International Media LLC is a media buying service that purchased approximately $89,983 of advertising time from the Company on behalf of its clients for 2004. Patriot Communications LLC is a provider of telecommunications services that purchased approximately $183,900 of advertising time from the Company on behalf of its clients for 2004.

4/20/2004 Proxy Information

Messrs. Karmazin, Hollander and Coppola are officers or employees of Infinity, which beneficially owns 16.5% of the Common Stock of the Company. Infinity manages the business and operations of the Company pursuant to the terms of a Management Agreement ("Management Agreement" or the "Agreement"), by providing to the Company the services of a chief executive officer and a chief financial officer. The Agreement was entered into in March 1999 and was subsequently amended to, among other things, extend the Agreement until March 31, 2009. Pursuant to the Management Agreement, the Company is obligated to pay to Infinity an annual base fee subject to an annual increase by a percentage amount equal to the increase based on a specified consumer price index. The fee paid to Infinity in 2003 aggregated $2,793,000. Effective April 1, 2004, the Company will be obligated to pay to Infinity an annual base fee in the amount of $3,000,000 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.

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 approximately $20,000 in 2003. In addition, Leventhal, Senter and Lerman PLLC provides services to Infinity and Mr. Lerman serves as Infinity's General Counsel.

Mr. Suleman has been Chairman of Board and Chief Executive Officer of Citadel since April 2002. Many of the radio stations owned by Citadel have been broadcast programming produced by the Company both before and after Mr. Suleman became an officer of Citadel. During 2003, the Company paid Citadel owned stations approximately $1,649,000 pursuant to the terms of the stations affiliation agreements with the Company. In addition, the Company paid $400,000 to Aviation 1 LLC, a company owned by Forstmann Little, for use of a private jet.

4/23/2003 Proxy Information

Messrs. Karmazin and Hollander are officers or employees of Infinity, which beneficially owns 15.6% of the Common Stock of the Company. 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 agreement was entered into in March 1999 and was subsequently amended to, among other things, extend the agreement until March 31, 2009. Pursuant to the Management Agreement, the Company is obligated to pay to Infinity an annual base fee subject to an annual increase by a percentage amount equal to the increase based on a specified consumer price index. The fee in 2002 was approximately $2,712,000. Effective April 1, 2004, the Company will be obligated to pay to Infinity an annual base fee in the amount of $3,000,000 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. Under the Management Agreement, the Company paid or accrued amounts to Infinity aggregating approximately $5,012,000 during fiscal 2002. As additional compensation to Infinity under the Management Agreement, Infinity was granted on March 30, 1999, warrants to purchase 2,000,000 shares of Common Stock at a price of $10.00 per share (sold in 2001) and 2,000,000 shares of Common Stock at a price of $12.50 per share (sold in 2002, see below), in each case exercisable only if certain thresholds with respect to the Company's Common Stock price were met. On January 2, 2003, the Company, pursuant to the Letter Agreement which was ratified by the Company's disinterested shareholders on May 29, 2002, agreed to grant Infinity warrants to purchase an aggregate 4,500,000 shares of the Company's Common Stock (comprised of two warrants to purchase 1,000,000 Common shares per warrant and five warrants to purchase 500,000 Common shares per warrant). Of the 4,500,000 warrants issued, the two one million share warrants have an exercise price of $43.11 and $48.36, respectively, and become exercisable if the average price of the Company's Common Stock reaches a price of $64.67 and $77.38, respectively, for at least 20 out of 30 consecutive trading days for any period throughout the ten year term of the warrants.

Of the remaining five warrants to purchase an aggregate of 2,500,000 Common shares, the exercise price for each of the five warrants will be equal to approximately 115%, 132%, 152%, 175%, and 201%, respectively, of the average price of the Company's Common Stock for the 15 trading days prior to January 2, 2004. The five warrants have a term of 10 years (only if they become exercisable) and can become exercisable on January 2, 2005, 2006, 2007, 2008, and 2009, respectively. Additionally, in order for the warrants to become exercisable, the average price of the Company's Common Stock for each of the 15 trading days prior to January 2 of such year (commencing on January 2, 2005 with respect to the first 500,000 warrant tranche and each January 2 thereafter for each of the remaining four warrants) must be at least equal to both the exercise price of the warrant and 120% of the corresponding prior year 15 day trading average.

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 2002, Infinity sold its $12.50 warrants to the Company in two separate transactions, receiving net proceeds aggregating $51,070,000. 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.

The Company has a Representation Agreement with Infinity to operate the CBS Radio Networks until March 31, 2009. 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. During 2002, the Company incurred expenses aggregating approximately $77,566,000 under the Representation Agreement and for Infinity affiliations and programs.

Mr. Suleman has been President and Chief Executive Officer of Citadel since April 2002. Many of the radio stations owned by Citadel have been broadcast programming produced by the Company both before and after Mr. Suleman became an officer of Citadel. During the time that Mr. Suleman was an officer of Citadel, the Company paid Citadel owned stations approximately $442,000 pursuant to the terms of the stations affiliation agreements with the Company.

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 approximately $35,000 in 2002. In addition, Leventhal, Senter and Lerman PLLC provides services to Infinity. Mr. Lerman serves as Infinity's General Counsel.