THIS SECOND AMENDMENT is made effective as of February 2, 1994 with reference to the Employment
Agreement dated October 18, 1993 by and between Westwood One, Inc. (the "Company") and Norman
J. Pattiz ("Employee"), as amended by the First Amendment dated January 26, 1994 (the "Agreement").
WHEREAS, Employee and the Company desire to amend certain provisions of the Agreement and except for
such amendment to have such Agreement remain in full force and effect;
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is acknowledged,
Employee and Company hereby agree as follows:
The Agreement is hereby amended as follows:
1. Section 3.1 (Salary and Bonus).
The Agreement shall be amended by adding the following sentence to the end of Section 3.1:
"Notwithstanding anything in this Agreement to the contrary, the incentive compensation determined and payable
as set forth on Schedule 2 shall be determined in accordance with
Section 162(m) of the Internal Revenue Code of 1986, as amended, and the final regulations promulgated by the
United States Treasury Department thereunder."
2. Schedule 2.
Schedule 2 to the Agreement shall be amended and restated in its entirety to read as set forth on the Schedule 2
attached hereto and incorporated in the Agreement by this reference.
3. Limited Effect of Amendment.
Each and every one of the other terms and conditions of the Agreement shall remain unchanged and in full force
and effect, and the Agreement shall be amended only as specifically set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.
EMPLOYEE WESTWOOD ONE, INC.
NORMAN J. PATTIZ By: ERIC R. WEISS
Norman J. Pattiz Eric R. Weiss
Executive Vice President
CASH INCENTIVE CO