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                                                                   Exhibit 10.17


                       INFINITY BROADCASTING CORPORATION
                        EXECUTIVE ANNUAL INCENTIVE PLAN

SECTION 1. PURPOSE

     1.1 The purpose of the Infinity Broadcasting Corporation Executive Annual
Incentive Plan is to provide competitive annual or other incentive opportunities
that foster and promote the financial success of the Company by: (a) aiding the
Company in attracting and retaining key executives of outstanding ability; (b)
strengthening the Company's capability to develop, maintain and direct a
competent management team; and (c) motivating key executives who are in a
position to contribute materially to the success of the Company to achieve
measurable performance goals. The Plan is intended to permit the Company to pay
to Participants who are Covered Employees annual incentives that qualify as
performance-based compensation for purposes of Section 162(m) of the Internal
Revenue Code and that are fully deductible by the Company under the Code.

     1.2 Certain terms used in the Plan are defined in Section 10.

SECTION 2. EFFECTIVE DATE

     2.1 The Plan is effective as of December 7, 1998, as amended.

SECTION 3. ELIGIBILITY; SELECTION FOR PARTICIPATION

     3.1 Participation in the Plan will be limited to key executives of the
Company and/or its subsidiaries who are designated by the Committee as
Participants for a given Performance Period. In making this designation, the
Committee may give consideration to the functions and responsibilities of the
executive, his or her past, present and potential contributions to the Company,
and such other factors as the Committee deems relevant.

SECTION 4. AWARDS

     4.1 The Committee may award incentives to Participants with respect to
Performance Periods, subject to the terms and conditions set forth in the Plan.

     4.2 The Committee will establish one or more objective performance goals
for a given Performance Period. Such performance goal or goals will be based on
one or more of the following business criteria, as applied to the relevant
business unit or units, to a specified portion or portions of the Company, to
the Company as a whole, or to any combination thereof: revenues; earnings before
interest, taxes, depreciation and amortization ("EBITDA"); earnings before
interest and taxes ("EBIT"); free cash flow; earnings per share; ratings; cost
reductions; capital expenditure; and stock price.

     4.3 The Committee will also establish target and maximum incentive award
opportunity amounts for each Participant for the given Performance Period and
the objective formula or standard that will be used by the Committee to
determine the amount of incentive compensation that may be payable to such
Participant under the Plan if and to the extent that the established performance
goal or goals are achieved; provided, however, that in no event may the maximum
incentive award opportunity or the maximum incentive award for any one
Participant for any Performance Period exceed the amount of ten million dollars
($10,000,000). This maximum amount will be adjusted annually to reflect
increases in the Consumer Price Index-U published by the Bureau of Labor
Statistics, or any successor to such index, for each twelve-month period
commencing January 1.

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     4.4 After the close of the Performance Period, the Committee will determine
the extent to which the preestablished performance goal or goals for that
Performance Period have been achieved and the extent to which incentive
compensation for each Participant would be payable based on such performance and
the preestablished formula or method. Regardless of the degree to which a
performance goal or goals are achieved, incentive awards under the Plan will be
paid only when and if the Committee, in its sole discretion, determines to
approve the award or awards. The Committee, in its sole discretion, may reduce
(but may not increase) the amount which would otherwise be payable as incentive
compensation based on the extent to which the preestablished performance goal or
goals have been achieved and the preestablished formula or method, in which case
the Participant will receive only the reduced amount as an incentive award,
which may be zero, even if the performance goal or goals were achieved.

     4.5 Appropriate adjustments may be made by the Committee in performance
goals, target and maximum incentive award opportunities, formulas or standards,
and/or in the measurement of the extent of achievement of performance goals to
reflect the impact of acquisitions, divestitures, changes in accounting
standards, or unusual or extraordinary events.

SECTION 5. FORM OF PAYMENT; SHARES OF STOCK

     5.1 The Committee will also determine the time, form and manner of payment
of any incentive awards it may approve for payment under the Plan. Incentive
awards may be paid in cash, in shares of Stock, in Stock Options, in Stock
Appreciation Rights, in other Derivative Securities, in other securities of the
Company, or in any other form that the Committee may determine, or in any
combination of such forms, and may be paid in one or more installments and/or on
a deferred basis or on such other basis as the Committee may determine
("deferrals"), all on such terms and conditions as are set forth in the Plan and
otherwise as the Committee may from time to time determine.

     5.2 The maximum number of shares of Stock subject to incentive stock
options and Stock Options that may be issued under the Plan is ten million
(10,000,000); and the maximum number of such shares of Stock subject to Stock
Options and Stock Appreciation Rights granted to any one Participant under the
Plan in any one Performance Period is one million (1,000,000); in each case
subject to adjustment and substitution as set forth in this Section 5.

     5.3 Shares of Stock issued under the Plan may be in whole or in part
authorized and unissued or treasury shares of Stock. No fractional shares will
be issued, and the Committee will determine the manner in which fractional share
value will be treated.

     5.4 Any shares of Stock that are issued pursuant to the Plan and are
subsequently forfeited, any shares of Stock subject to a Stock Option, Stock
Appreciation Right and/or other Derivative Security which is canceled or
terminates without any shares having been issued pursuant thereto, any shares of
Stock tendered by a Participant to pay the Exercise Price of a Stock Option or
other Derivative Security, and any shares of Stock tendered or withheld to
satisfy withholding tax requirements will automatically become available again
for use under the Plan; provided, however, this Section 5.4 will apply only to
the 10,000,000 share limit set forth in Section 5.2 (as adjusted in accordance
with the Plan).

     5.5 If there is any change in the Stock and/or the corporate structure of
the Company, through merger, consolidation, division, share exchange,
combination, reorganization, recapitalization, stock dividend, stock split,
spin-off, split-up, dividend in kind or other change in the corporate structure
or distribution to the shareholders, appropriate adjustments may be made by the
Committee (or, if the Company is not the surviving corporation in any such
transaction, by the board of directors (or a committee thereof consisting solely
of Outside Directors) of the surviving corporation) in the aggregate

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number and kind of shares subject to the Plan, and the number and kind of shares
and the price per share subject to outstanding Stock Options, Stock Appreciation
Rights and other Derivative Securities or which may be issued under outstanding
deferrals. Appropriate adjustments may also be made by the Committee in the
terms of any incentive award opportunities under the Plan to reflect such
changes and to modify any of the terms of any outstanding Stock Options, Stock
Appreciation Rights or other Derivative Securities or deferrals.

SECTION 6. PAYMENT IN STOCK OPTIONS OR STOCK APPRECIATION RIGHTS

     6.1 The Committee may, from time to time, subject to the provisions of the
Plan and such other terms and conditions as the Committee may prescribe,
determine that an incentive award or a portion of an incentive award will be
paid in the form of Stock Options or Stock Appreciation Rights. Stock
Appreciation Rights may be granted in tandem with Stock Options or independently
of Stock Options. The number of Stock Options or Stock Appreciation Rights will
be determined by dividing the amount of the incentive award to be paid in the
form of Stock Options or Stock Appreciation Rights by the value, as determined
by the Committee, of a Stock Option or Stock Appreciation Right, as the case may
be, for one share of Stock on the relevant date.

     6.2 All Stock Options and all Stock Appreciation Rights will be evidenced
by a signed written agreement, with any amendments thereto, containing such
terms and conditions as are set forth in the Plan and otherwise as the Committee
may from time to time determine. Stock Appreciation Rights granted in tandem
with Stock Options will be evidenced by the Stock Option agreement. The
Committee may also at any time and from time to time provide for the deferral of
delivery of any shares and/or cash for which the Stock Option or Stock
Appreciation Right may be exercisable until a date or dates and subject to terms
and conditions determined by the Committee.

     6.3 The purchase price per share of Stock under each Stock Option and the
reference price per share of the Stock to which a Stock Appreciation Right
relates (in either case, "Exercise Price") will not be less than the Fair Market
Value of such Stock on the date the Stock Option is granted. A Stock
Appreciation Right may be exercised only when the Fair Market Value of the Stock
to which it relates exceeds the Exercise Price.

     6.4 The holder of a Stock Option, Stock Appreciation Right or other
Derivative Security will not have any of the rights of a shareholder with
respect to any shares of Stock that may be subject or relate thereto unless and
until such shares are issued by the Company following its exercise or otherwise.

SECTION 7. ADMINISTRATION

     7.1 Subject to the terms of the Plan, the Committee will have the sole and
complete authority: (a) to designate Participants, to approve incentive awards,
to determine the time, form and manner of payment of any incentive awards it may
approve, and to impose such limitations, restrictions and conditions thereon as
the Committee deems appropriate; (b) to interpret the Plan and the terms of any
document relating to the Plan and to adopt, amend and rescind administrative
guidelines and other rules and regulations relating to the Plan; (c) to
accelerate the time at which all or any part of Stock Options, Stock
Appreciation Rights and/or other Derivative Securities may be exercised or the
time when all or any part of deferrals and/or Derivative Securities will be
paid; (d) to otherwise amend or cancel incentive award opportunities, Stock
Options, Stock Appreciation Rights or other Derivative Securities or deferrals
under the Plan in whole or in part, except that the Committee may not, unless
otherwise provided in the Plan or unless the Participant affected thereby
consents, take any action under this clause that would adversely affect the
rights of such Participant with respect to outstanding Stock Options, Stock
Appreciation Rights or other Derivative Securities or deferrals under the Plan,
and

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except that the Committee may not, unless otherwise provided in the Plan, take
any action to amend any outstanding Stock Option or Stock Appreciation Right
under the Plan in order to decrease the Exercise Price of such Stock Option or
Stock Appreciation Right; and (e) to make all other determinations and to take
all other actions necessary or advisable for the interpretation, implementation
and administration of the Plan.

     7.2 The Committee's determinations on matters within its authority will be
conclusive and binding upon the Company and all other persons unless and until
the Committee determines otherwise.

SECTION 8. GENERAL PROVISIONS

     8.1 No employee or other person will have any claim or right to be
designated as a Participant or to receive an incentive award under the Plan.
Participation in the Plan will not be construed as a right to employment or
other relationship(s) with the Company and/or its subsidiaries, and the Company
retains the right to terminate the employment or other relationship(s) of an
individual with the Company and/or its subsidiaries for any reason, with or
without cause.

     8.2 During a Participant's lifetime, payments or distributions under the
Plan may be received only by the Participant or his or her legal representative.
Shares of restricted Stock during the applicable restriction period, Stock
Options, Stock Appreciation Rights, other Derivative Securities, rights to
deferral payments and any other rights or benefits under the Plan will not be
transferable or assignable by a Participant other than by will, by the
applicable laws of descent and distribution, or, if permitted by the Committee,
by transfer to a Properly Designated Beneficiary in the event of death;
provided, however, that the Committee may, in its sole discretion, permit the
transfer of Stock Options (including any tandem Stock Appreciation Rights) by a
Participant to Permissible Transferees, subject to such terms and conditions as
the Committee may determine. Any transfer or assignment contrary to these
provisions will be null and void.

     8.3 The Company will collect, through withholdings or otherwise, an amount
sufficient to satisfy all applicable statutory federal, state and local
withholding tax requirements with respect to payments made pursuant to the Plan.

     8.4 The Committee's determinations under the Plan, including without
limitation, (a) the selection of Participants, (b) the form, amount, timing and
payment of incentive awards, (c) the terms and provisions of incentive awards
and the payment thereof, and (d) any agreements evidencing the same, need not be
uniform and may be made by it selectively among Participants who receive, or who
are eligible to receive, incentive awards, whether or not such Participants are
similarly situated.

     8.5 The Committee may, but need not, establish or authorize the
establishment of procedures not inconsistent with Section 8.2 under which a
Participant may designate a beneficiary or beneficiaries in the event of the
Participant's death.

     8.6 The Company will not be required to establish any special or separate
fund or to segregate any assets for purposes of the Plan.

     8.7 Nothing contained in the Plan will be deemed to limit or restrict the
right of the Company and its subsidiaries to compensate any of their key
executives and/or employees in whole or in part under separate bonus or
incentive plans or other compensation arrangements.

     8.8 The Plan and all agreements or other documents relating to the Plan
will be construed in accordance with and governed by the laws of the State of
Delaware, without regard to the principles of conflict of laws.

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SECTION 9. CHANGE IN CONTROL

     9.1 Upon the determination of the Committee that a change in control has
occurred for purposes of the Plan, the Committee may deem all or any part of any
incentive award opportunity to have been earned on such basis as the Committee
may determine, and incentive awards and outstanding Derivative Securities and
deferrals may then be paid and Stock Options, Stock Appreciation Rights and
other Derivative Securities may then be modified, and all or any part of any
restrictions or conditions may be waived or modified, all on such basis, at such
time (which may, in the case of incentive awards, be prior to the end of the
Performance Period), in such form and subject to such terms and conditions as
the Committee may prescribe.

SECTION 10. CERTAIN DEFINITIONS

     10.1 The following terms or phrases will have the meanings set forth below.

     - "Board" means the Board of Directors of the Company.

     - "Code" or "Internal Revenue Code" means the Internal Revenue Code of
       1986, as amended from time to time, or any successor statute or statutes.
       Reference to any specific Code section will include any successor
       section.

     - "Committee" means the Compensation Committee of the Board (or a
       subcommittee thereof) or any successor committee (or a subcommittee
       thereof) established by the Board; provided, however, the Committee must
       consist of at least two members and each member of the Committee must be
       an Outside Director.

     - "Company" means Infinity Broadcasting Corporation, a Delaware
       corporation, and any successor thereto.

     - "Covered Employee" means a person who is a covered employee within the
       meaning of Section 162(m) of the Code and regulations promulgated
       thereunder.

     - "Derivative Security" means a derivative security with respect to an
       equity security of the Company, where "derivative security" has the
       meaning set forth in Rule 16a-1(c) under the Exchange Act, as such rule
       may be amended from time to time, or any successor rule.

     - "Exchange Act" means the Securities Exchange Act of 1934, as amended from
       time to time.

     - "Exercise Price" has the meaning assigned to it in Section 6.3.

     - "Fair Market Value" means the mean of the high and low prices of the
       Stock as reported by the Composite Tape of the New York Stock Exchange
       (or such successor reporting system as may be selected by the Committee)
       on the relevant date or, if no sale of the Stock has been reported for
       that day, the average of such prices on the next preceding day and the
       next following day for which there were reported sales.

     - "Immediate Family" has the meaning set forth in Rule 16a-1(e) under the
       Exchange Act, as such rule may be amended from time to time, or any
       successor rule.

     - "Outside Director" means an outside director as that term is defined by
       Section 162(m) of the Code and regulations promulgated thereunder.

     - "Participant" means a key executive of the Company and/or its
       subsidiaries who is designated by the Committee as a Plan participant for
       a given Performance Period in accordance with Section 3.1.

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     - "Performance Period" means a calendar year or other fiscal year of the
       Company or other longer or shorter period designated by the Committee
       with respect to which incentive awards may be paid.

     - "Permissible Transferee" means any of the following: (1) a member of the
       Participant's Immediate Family; (2) a trust solely for the benefit of the
       Participant and/or the Participant's Immediate Family; and (3) a
       partnership or limited liability company whose only partners or members,
       as the case may be, are the Participant and/or Permissible Transferees as
       otherwise identified in this definition.

     - "Plan" means the Company's Executive Annual Incentive Plan, as amended
       from time to time.

     - "Properly Designated Beneficiary" means a beneficiary or beneficiaries
       designated by a Participant pursuant to Section 8.5 in the event of the
       Participant's death, if such designation is permitted by the Committee.

     - "Stock" means the Class A Common Stock and any other equity stock of the
       Company, other than Class B Common Stock.

     - "Stock Appreciation Right" means a right to receive, on exercise, an
       amount, in cash or Stock or a combination thereof (such form to be
       determined by the Committee), determined by reference to appreciation in
       Stock value.

     - "Stock Option" means a non-statutory stock option (that is, a Stock
       Option which is not an incentive stock option as defined in Section
       422(b) of the Code) to purchase shares of Stock for the purchase price
       set forth in the relevant Stock Option Agreement, all in accordance with
       the terms of the Plan.

     10.2 Except where otherwise indicated by the context, references to
sections will mean the Sections of the Plan and the definition of any term
herein in the singular will also include the plural. Section or subsection
headings are inserted for convenience only. Such headings will not affect the
meaning of any of the provisions of the Plan and will not be deemed a part of
the Plan.

SECTION 11. AMENDMENT, SUSPENSION AND/OR TERMINATION OF PLAN

     11.1 The Board of Directors or the Committee may at any time and from time
to time amend the Plan, in whole or in part, for any purpose, or may at any time
or from time to time suspend or terminate the Plan.

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