Exhibit Number 3.3
RESTATED CERTIFICATE OF INCORPORATION
WESTWOOD ONE, INC.
The name of the corporation is Westwood One, Inc. formerly known as Westwood One Delaware, Inc. with the
certificate of incorporation originally filed on June 21, 1985. (the "Corporation").
This Restated Certificate of Incorporation restates and integrates the Certificate of Incorporation.
This Restated Certificate of Incorporation further amends the Certificate of Incorporation of this corporation and
such amendment was duly adopted by vote of the stockholders in accordance with Section 242 and 245 of the
General Corporation Law of the State of Delaware.
SECOND: Registered Office and Agent.
The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center,
1209 Orange Street, in the city of Wilmington, County of New Castle. The name and address of the
Corporation's registered agent in the State of Delaware is The Corporation Trust Company, Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware 19801.
THIRD: Purpose and Business.
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may now or
hereafter be organized under the General Corporation Law of the State of Delaware.
FOURTH: Capital Stock.
1. Classes and Number of Shares. The total number of shares of all classes of stock which the Corporation shall
have authority to issue is Three Hundred Thirteen Million (313,000,000), consisting of Three Hundred Million
(300,000,000) shares of Common Stock, par value one cent ($0.01) per share (the "Common Stock"), Three
Million (3,000,000) shares of Class B Stock, par value one cent ($0.01) per share (the "Class B Stock"), and
Ten Million (10,000,000) shares of Preferred Stock, par value one cent ($0.01) per share (the "Preferred
2. Powers and Rights of Common Stock and Class B Stock.
a. Voting Rights and Powers. With respect to all mat