<PAGE>

                                                                    EXHIBIT 10.1

                SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

      This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT, made and entered
into October 14, 2004 (this "Agreement"), between CUMULUS MEDIA INC., a Delaware
corporation (the "Company"), and LEWIS W. DICKEY, JR. (the "Executive").

                              W I T N E S S E T H:

      WHEREAS, the Company is a radio broadcasting company focused on the
acquisition, operation and development of radio stations in mid-size and smaller
radio markets;

      WHEREAS, the Company and the Executive previously entered into an
employment agreement dated May, 1998 (the 1998 Employment Agreement) and an
amended and restated employment agreement dated as of July 1, 2001 (the First
Amended and Restated Employment Agreement) (the 1998 Employment Agreement and
the First Amended and Restated Employment Agreement are collectively referred to
as the "Prior Agreements");

      WHEREAS, it is intended that the Executive will continue to serve the
Company as its Chairman, President and Chief Executive Officer following the
execution and delivery of this Agreement and that this Agreement, except as
provided in Section 15, shall amend and restate and, thus, supercede the Prior
Agreements; and

      WHEREAS, the Company wishes to assure itself of the continued services of
the Executive so that it will have the benefit of his ability, experience and
services, and the Executive is willing to enter into this Agreement to that end,
upon the terms and conditions hereinafter set forth.

      NOW, THEREFORE, in consideration of good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
covenant and agree as follows:

1. EMPLOYMENT

      The Company hereby agrees to continue to employ the Executive, and the
Executive hereby agrees to continue to remain in the employ of the Company, on
and subject to the terms and conditions of this Agreement. Although this
Agreement is being entered into on the date indicated above the parties intend
it and its terms to apply retroactively to July 1, 2004 (the "Effective Date"),
and will take whatever actions reasonably necessary to effect same.

2. TERM

      The period of this Agreement (the "Agreement Term") shall commence as of
the Effective Date and shall expire on the third anniversary of the Effective
Date (the "Initial Term"). The Agreement Term shall be automatically extended
for an additional year at the

<PAGE>

expiration of the Initial Term, or any succeeding term, unless written notice of
non-extension is provided by either party to the other party at least 180 days
prior to the expiration of the Initial Term or any succeeding term, as the case
may be. The period of the Executive's employment under this Agreement (the
"Employment Period") shall commence as of the Effective Date hereof and shall
expire at the end of the Agreement Term, unless terminated or extended in
accordance with the terms and conditions of this Agreement.

3. POSITION, DUTIES AND RESPONSIBILITIES

      (a)   The Executive shall serve as, and with the title, office and
            authority of, the Chairman of the Board of Directors, President and
            Chief Executive Officer of the Company. The Executive shall also
            hold similar titles, offices and authority with the Company's
            subsidiaries and its successors. The Company shall use its best
            efforts to cause the Executive to be nominated and elected to the
            Board of Directors of the Company (the "Board") and of its
            subsidiaries and its successors for the duration of the Employment
            Period.

      (b)   The Executive shall have effective supervision and control over, and
            responsibility for, the strategic direction and general and active
            day-to-day leadership and management of the business and affairs of
            the Company and the subsidiaries of the Company, subject only to the
            authority of the Board, and shall have all of the powers, authority,
            duties and responsibilities usually incident to the position and
            office of Chairman of the Board of Directors, President and Chief
            Executive Officer of the Company. The Executive shall report
            directly to the Board.

      (c)   The Executive agrees to devote substantially all of his business
            time, efforts and skills to the performance of his duties and
            responsibilities under this Agreement; provided, however, that
            nothing in this Agreement shall preclude the Executive from devoting
            reasonable periods required for (i) participating in professional,
            educational, philanthropic, public interest, charitable, social or
            community activities, (ii) serving as a director or member of an
            advisory committee of any corporation or other entity that the
            Executive was serving on as of the date of the Prior Agreement or
            any other corporation or entity that is not in competition with the
            Company, or (iii) managing his personal investments; provided,
            further, that any such activities set forth in clauses (i) through
            (iii) above do not materially interfere with the Executive's regular
            performance of his duties and responsibilities hereunder.

      (d)   The Executive shall perform his duties at the offices of the Company
            located in Atlanta, Georgia, but from time to time the Executive may
            be required to travel to other locations in the proper conduct of
            his responsibilities under this Agreement.

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4. COMPENSATION AND BENEFITS

      In consideration of the services rendered by the Executive during the
Employment Period, the Company shall pay or provide the Executive the
compensation and benefits set forth below.

      (a)   SALARY. The Company shall pay the Executive a base salary (the "Base
            Salary") equal to $750,000 per annum during the first 12 months of
            the Agreement Term; $800,000 during the second 12 months of the
            Agreement Term; and $850,000 during the third 12 months of the
            Agreement Term. In its sole discretion, the Compensation Committee
            of the Board (the "Compensation Committee") may review the Base
            Salary with a view toward consideration of merit increases as the
            Compensation Committee deems appropriate. The Base Salary shall be
            paid in arrears in substantially equal installments at monthly or
            more frequent intervals, in accordance with the normal payroll
            practices of the Company.

      (b)   INCENTIVE BONUSES. The Company shall provide the Executive with the
            opportunity to earn an annual target bonus of up to 75 percent (75%)
            of his Base Salary (the "Target Bonus Amount") for each fiscal year
            of the Company ending during the Employment Period, payable to the
            Executive in the event that the annual bonus targets established by
            the Compensation Committee (in consultation with the Executive) are
            met during the relevant year. Any Target Bonus Amount shall be paid
            as promptly as practicable following the calculation of the
            broadcast cash flow for the preceding calendar year. The Executive
            shall participate in all other short-term and long-term bonus or
            incentive plans or arrangements in which other senior executives of
            the Company are eligible to participate from time to time with the
            Executive's short-term and long-term bonus or incentive compensation
            opportunities under such plans and arrangements to be determined by
            the Compensation Committee.

      (c)   EMPLOYEE BENEFITS. The Executive shall be entitled to participate in
            all employee benefit plans, programs, practices or arrangements of
            the Company in which other senior executives of the Company are
            eligible to participate from time to time, including, without
            limitation, any qualified or non-qualified pension, profit sharing
            and savings plans, any death benefit and disability benefit plans,
            any medical, dental, health and welfare plans and any stock purchase
            programs that are approved by the Compensation Committee on terms
            and conditions at least as favorable as provided to other senior
            executives of the Company.

      (d)   FRINGE BENEFITS AND PERQUISITES. The Executive shall be entitled to
            all fringe benefits and perquisites that are generally made
            available to senior executives of the Company from time to time that
            are approved by the Compensation Committee. In addition, the
            Executive shall receive a car allowance of $1,000 per month.

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5. EQUITY INCENTIVES

      As further consideration for the services rendered by the Executive during
the Employment Period, the Executive shall be granted time-vested restricted
shares (the "Time-Vested Restricted Shares") and performance restricted shares
(the "Performance Restricted Shares") constituting shares of the Company's Class
A common stock (the "Common Stock") on the terms and conditions set forth below.

      (a)   TIME-VESTED RESTRICTED SHARES. In connection with the annual grants
            to be made in each of years 2005, 2006 and 2007, Time-Vested
            Restricted Shares constituting 125,000 shares of Common Stock shall
            be granted in each year to the Executive. Except as otherwise
            provided for in this Agreement, fifty percent (50%) of all
            Time-Vested Restricted Shares granted pursuant to this Section shall
            vest on the second (2nd) anniversary of the date of grant, and the
            remaining fifty percent (50%) shall vest in equal installments of
            one-eighth (1/8th) of such Time-Vested Restricted Shares on the last
            day of each of the eight (8) consecutive calendar quarters ending
            following the second (2nd) anniversary of the date of grant, all
            based on the continued employment of the Executive through such
            respective dates.

      (b)   PERFORMANCE RESTRICTIVE SHARES. In connection with the annual grants
            to be made in each of the years 2005, 2006 and 2007, Performance
            Restricted Shares constituting 125,000 shares shall be granted in
            each year to the Executive. Except as otherwise provided for in this
            Agreement, all Performance Restrictive Shares granted pursuant to
            this Section shall vest according to the following schedule:

<TABLE>
<CAPTION>
Number of Shares                  Vesting Depends On                           Vesting Date
----------------                  ------------------                           ------------
<S>                 <C>                                             <C>
1/2 of grant        Achievement of Board approved EBITDA            2nd Anniversary of Date of Grant
                    budgeting goal for fiscal year of the date of
                    grant and Continuous Employment for 2 years
                    from Date of Grant

1/2 of grant        Achievement of Board approved EBITDA            2nd Anniversary of Date of Grant
                    budgeting goal for first fiscal year
                    succeeding the fiscal year of the date of
                    grant and Continuous Employment for 2 years
                    from Date of Grant
</TABLE>

Any Performance Restricted Shares that have not vested pursuant to the preceding
schedule shall vest on the eighth anniversary of the date of grant, provided the
Executive has remained in the continuous employment of the Company through such
date.

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<PAGE>

      (c)   CHANGE IN CONTROL. In the event of a Change in Control, as defined
            in Section 8 hereof, the unvested portion of any Time-Vested
            Restricted Shares and any Performance Restricted Shares shall become
            immediately and fully vested. This accelerated vesting provision
            shall apply only to Time Vested Restricted Shares and Performance
            Restricted Shares that have been granted as of the date triggering
            acceleration and shall have no force or effect with respect to any
            restricted shares described herein which are not then issued.

      (d)   FORFEITURE OF RESTRICTED SHARES. Subject to Sections 5(c),
            7(a)(iii), and 7(c)(iii), any Restricted Shares that have not
            theretofore become vested shall be forfeited if the Executive ceases
            to be continuously employed by the Company at any time prior to the
            applicable vesting date.

      (e)   RESTRICTIONS ON TRANSFER OF RESTRICTED SHARES. The Restricted Shares
            may not be transferred, sold, pledged, exchanged, assigned or
            otherwise encumbered or disposed of by the Executive, except to the
            Company, until they have become vested. The certificate(s)
            representing the Restricted Shares shall be held in custody by the
            Company, together with a stock power endorsed in blank by the
            Executive with respect thereto, until those shares have become
            vested, and at such time the certificate(s) representing such vested
            shares shall be promptly issued to the Executive.

      (f)   OTHER EQUITY INCENTIVES. In addition to the foregoing restricted
            shares grants, the Executive shall be given consideration from time
            to time by the Compensation Committee for the grant of stock options
            or other equity incentives with respect to the Common Stock under
            any stock option or equity-based incentive plan or arrangement of
            the Company approved by the Compensation Committee for which senior
            executives of the Company are eligible to participate.

6. TERMINATION OF EMPLOYMENT

      The Employment Period will be terminated upon the happening of any of the
following events:

      (a)   RESIGNATION FOR GOOD REASON. The Executive may voluntarily terminate
            his employment hereunder for Good Reason. For purposes of this
            Agreement, "Good Reason" shall mean:

            (i)   the assignment to the Executive of any duties inconsistent
                  with the Executive's position (including status, offices,
                  titles or reporting relationships), authority, duties or
                  responsibilities as contemplated by Section 3 hereof, any
                  adverse change in the Executive's reporting responsibilities,
                  or any action by the Company that results in a diminution in
                  such position, authority, duties or responsibilities, but
                  excluding for these purposes an isolated and insubstantial
                  action not taken in bad faith and which is remedied by the
                  Company promptly after receipt of notice thereof given by the
                  Executive;

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            (ii)  the failure of the Company to nominate the Executive to the
                  Board or the failure of the Board to recommend that the
                  Company's stockholders elect the Executive to the Board;

            (iii) any failure by the Company to comply with the compensation and
                  benefits provisions of Sections 4 or 5 hereof or to comply
                  with any other material obligation of the Company under this
                  Agreement, including, without limitation, any failure by the
                  Company to obtain an assumption of this Agreement by a
                  successor corporation as required under Section 13 (a) hereof;

            (iv)  a notice of non-extension of the Agreement Term given by the
                  Company to the Executive as set forth in Section 2 hereof
                  prior to the expiration of the Initial Term; or

            (v)   the relocation, without the consent of the Executive, of the
                  Executive's office to a location more than 40 miles from its
                  current location in Atlanta, Georgia.

However, in no event shall the Executive be considered to have terminated his
employment for "Good Reason" unless and until the Company receives written
notice from the Executive identifying in reasonable detail the acts or omissions
constituting "Good Reason" and the provision of this Agreement relied upon, and
such acts or omissions are not cured by the Company to the reasonable
satisfaction of the Executive within 15 days of the Company's receipt of such
notice.

      (b)   RESIGNATION WITHOUT GOOD REASON. The Executive may voluntarily
            terminate his employment hereunder for any reason at any time,
            including for any reason that does not constitute Good Reason.

      (c)   TERMINATION FOR CAUSE. The Company may terminate the Executive's
            employment hereunder for Cause. For purposes of this Agreement, the
            Executive shall be considered to be terminated for "Cause" only upon
            (i) the conviction of the Executive of a felony under the laws of
            the United States or any state thereof, whether or not appeal is
            taken, (ii) the conviction of the Executive for a violation of
            criminal law involving the Company and its business, (iii) the
            willful misconduct of the Executive, or the willful or continued
            failure by the Executive (except as provided in Section 6(e) hereof)
            to substantially perform his duties hereunder, in either case which
            has a material adverse effect on the Company; or (iv) the willful
            fraud or material dishonesty of the Executive in connection with his
            performance of duties to the Company. However, in no event shall the
            Executive's employment be considered to have been terminated for
            "Cause" unless and until the Executive receives a copy of a
            resolution adopted by the Board finding that, in the good faith
            opinion of the Board, the Executive is guilty of acts or omissions
            constituting Cause, which resolution has been duly adopted by an
            affirmative vote of a majority of the Board, excluding the Executive
            and any individual alleged to have participated in the acts
            constituting "Cause." Any

                                       6
<PAGE>

            such vote shall be taken at a meeting of the Board called and held
            for such purpose, after reasonable written notice is provided to the
            Executive setting forth in reasonable detail the facts and
            circumstances claimed to provide a basis of termination for Cause
            and the Executive is given an opportunity, together with counsel, to
            be heard before the Board. The Executive shall have the opportunity
            to cure any such acts or omissions (other than items (i) or (ii)
            above) within 15 days of the Executive's receipt of such resolution.
            The foregoing shall not limit the right of the Company to suspend
            the Executive from his day-to-day responsibilities with the Company
            pending the completion of such notice and cure procedures.

      (d)   TERMINATION WITHOUT CAUSE. The Board shall have the right to
            terminate the Executive's employment hereunder other than for Cause
            at any time, subject to the consequences of such termination as set
            forth in this Agreement.

      (e)   DISABILITY. The Executive's employment hereunder shall terminate
            upon his Disability. For purposes of this Agreement, "Disability"
            shall mean the inability of the Executive to perform his duties to
            the Company on account of physical or mental illness or incapacity
            for a period of four and one-half consecutive months, or for a
            period of 135 calendar days, whether or not consecutive, during any
            365 day period, as a result of a condition that is treated as a
            total or permanent disability under the long-term disability
            insurance policy of the Company that covers the Executive. The
            Executive's employment hereunder shall be deemed terminated by
            reason of Disability on the last day of the applicable period;
            provided, however, in no event shall the Executive be terminated by
            reason of Disability unless the Executive receives written notice
            from the Company, at least 15 days in advance of such termination,
            stating its intention to terminate the Executive for reason of
            Disability.

      (f)   DEATH. The Executive's employment hereunder shall terminate upon his
            death.

7. COMPENSATION UPON TERMINATION OF EMPLOYMENT

      In the event the Executive's employment by the Company is terminated
during the Agreement Term, the Executive, in addition to any benefits provided
pursuant to Section 15, shall be entitled to the severance payments and benefits
specified below:

      (a)   RESIGNATION FOR GOOD REASON; TERMINATION WITHOUT CAUSE. In the event
            the Executive voluntarily terminates his employment hereunder for
            Good Reason or is terminated by the Company other than for Cause,
            death or Disability, the Company shall pay the Executive and provide
            him with the following:

            (i)   ACCRUED RIGHTS. Upon the Executive's termination of
                  employment, the Company shall pay the Executive a lump-sum
                  amount equal to the sum of (A) his earned but unpaid Base
                  Salary through the date of termination, (B) any earned but
                  unpaid Target Bonus Amount for any completed fiscal

                                       7
<PAGE>

                  year, and (C) any unreimbursed business expenses or other
                  amounts due to the Executive from the Company as of the date
                  of termination. The Company shall also pay to the Executive,
                  upon the final preparation of the Company's audited financial
                  statements for the year in which termination of employment
                  occurs, an additional lump-sum amount calculated based on the
                  degrees of achievement of the bonus target applicable to the
                  Target Bonus Amount for such year, determined in accordance
                  with the terms of the bonus plan for such year but prorated on
                  a daily basis to reflect the partial year of service. In
                  addition, the Company shall provide to the Executive all
                  payments, rights and benefits due as of the date of
                  termination under the terms of the Company's employee and
                  fringe benefit plans and programs in which the Executive
                  participated during the Employment Period (together with the
                  lump-sum payments described above, the "Accrued Rights").

            (ii)  SEVERANCE PAYMENT. The Company shall pay the Executive the
                  greater of (A) the amount equal to the aggregate Base Salary
                  payments (at the rate in effect at the time of termination)
                  that remain payable to the Executive from the date of
                  termination until the expiration of the Agreement Term, or (B)
                  the amount equal to the sum of (1) the annual Base Salary in
                  effect at the time of termination and (2) the amount of the
                  annual bonus paid to the Executive pursuant to Section 4(b)
                  hereof for the fiscal year ended immediately prior to the year
                  of termination. Any amount payable pursuant to clause (A) or
                  clause (B) above shall be payable in four equal consecutive
                  quarterly installments, with the first such payment to be made
                  within 15 days following the date of termination.

            (iii) EQUITY RIGHTS. In the event the Executive voluntarily
                  terminates his employment hereunder for Good Reason, all
                  unvested Time-Vested Restricted Shares and Performance
                  Restricted Shares shall be forfeited and, in the event the
                  Company terminates Executive's employment without Cause, 50
                  percent (50%) of any unvested Time-Vested Restricted Shares
                  and Performance Restricted Shares shall become immediately and
                  fully vested, and the remaining 50 percent (50%) of any
                  Time-Vested Restricted Shares and Performance Restricted
                  Shares shall be forfeited; provided, however, in the event
                  that the employment of the Executive is terminated during the
                  six-month period immediately preceding a Change of Control (as
                  defined in Section 8 (hereof) by the Company without Cause,
                  then, 100 percent (100%) of any unvested Time-Vested
                  Restricted Shares and Performance Restricted Shares shall
                  become immediately and fully vested. This accelerated vesting
                  provision shall apply only to Time Vested Restricted Shares
                  and Performance Restricted Shares that have been granted as of
                  the date triggering acceleration and shall have no force or
                  effect with respect to any restricted shares described herein
                  which are not then issued.

                                       8
<PAGE>

            (iv)  CONTINUED BENEFITS. For the 12-month period following the date
                  of the Executive's termination of employment, the Company
                  shall continue to provide the Executive and his eligible
                  dependents, at its sole cost, with the medical, dental,
                  disability and life insurance coverages that were provided to
                  the Executive immediately prior to termination of employment,
                  subject to cancellation by the Company in the event that the
                  Executive obtains coverage under comparable substitute plans
                  of another employer. Following the expiration of such 12-month
                  period and for the lifetime of the Executive, the Executive
                  and his eligible dependents shall be entitled to continue
                  participating (at the Executive's sole expense) in the
                  Company's group medical, dental, disability and life insurance
                  coverages, with the Executive's cost to be determined on a
                  basis consistent with the method for determining employee
                  payments under the health care continuation requirements of
                  the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA").

      (b)   RESIGNATION WITHOUT GOOD REASON; TERMINATION FOR CAUSE. In the event
            the Executive voluntarily terminates his employment hereunder other
            than for Good Reason or is terminated by the Company for Cause, the
            Company shall pay the Executive and provide him with any Accrued
            Rights under Section 7(a)(i). Upon such termination, (i) the
            Executive shall not be entitled to receive, and the Company shall
            have no obligation to provide, any severance payments under this
            Agreement, (ii) the Executive and his dependents shall not be
            entitled to receive, the Company shall have no obligation to provide
            to the Executive or his dependents, any medical, dental, disability
            or life insurance coverage except as required by COBRA or other
            applicable law or under the terms of the applicable plans and (iii)
            all unvested Time-Vested Restricted Shares and Performance
            Restricted Shares shall be forfeited.

      (c)   DISABILITY; DEATH. In the event the Executive's employment hereunder
            is terminated by reason of the Executive's Disability or death, the
            Company shall pay and provide the Executive (or his legal
            representative) with the following:

            (i)   ACCRUED RIGHTS. The Company shall pay and provide to the
                  Executive (or his legal representative) any Accrued Rights,
                  including all disability or life insurance benefits (as
                  applicable).

            (ii)  SALARY CONTINUATION. The Company shall provide the Executive
                  (or his legal representative) with continued payment of the
                  Executive's then-current Base Salary for a period of 12
                  months.

            (iii) EQUITY RIGHTS. As of the date of the Executive's termination
                  under this paragraph (c) any unvested portion of the
                  Time-Vested Restricted Shares and the Performance Restricted
                  Shares shall become immediately and fully vested.

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<PAGE>

            (iv)  CONTINUED BENEFITS. For the 12-month period following the date
                  of the Executive's Disability or death, the Company shall
                  continue to provide the Executive and/or his eligible
                  dependents (as applicable), at its sole cost, with the
                  medical, dental, disability and life insurance coverages that
                  were provided to the Executive immediately prior to
                  termination of employment. Following the expiration of such
                  12-month period, the Executive shall be entitled to continue
                  group benefit coverages on the same basis as described in
                  Section 7(a)(iv) hereof.

8. CHANGE OF CONTROL DEFINITIONS

      For purposes of this Agreement, the following terms shall have the
meanings given below:

      "CHANGE OF CONTROL" means the occurrence of any of the following: (i) the
sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Subsidiaries taken as a
whole to any "person" (a "Person") or group of related Persons (a "Group") (as
such terms are used in Section 13(d)(3) of the Securities Exchange Act of 1934)
other than the Executive or a Related Party of the Executive, (ii) the adoption
of a plan relating to the liquidation or dissolution of the Company, (iii) the
consummation of any transaction (including, without limitation, any purchase,
sale, acquisition, disposition, merger or consolidation) the result of which is
that any Person or Group other than the Executive or a Related Party of the
Executive becomes the "beneficial owner" (as such term is defined in Rule 13d-3
and Rule 13d-5 under the Securities Exchange Act of 1934) of more than 50% of
the aggregate voting power of all classes of capital stock of the Company having
the right to elect directors under ordinary circumstances, or (iv) the first day
on which a majority of the members of the Board are not Continuing Directors.
For purposes of the foregoing, B.A. Capital Company, L.P., State of Wisconsin
Pension Board and their respective affiliates shall be treated as a Group of
Related Persons.

      "CONTINUING DIRECTORS" means, as of any date of determination, any member
of the Board who (i) was a member of the Board on the IPO Date or (ii) was
nominated for election or elected to the Board with the approval of (4)
two-thirds of the Continuing Directors who were members of the Board at the time
of such nomination or election or (y) two-thirds of those Directors who were
previously approved by Continuing Directors.

      "RELATED PARTY" with respect to the Executive means (A) any controlling
stockholder, 80% (or more) owned subsidiary, or spouse or immediate family
member (in the case of an individual) of the Executive or (B) any trust,
corporation, partnership or other entity, the beneficiaries, stockholders,
partners owners or Persons beneficially holding an 80% or more controlling
interest of which consist of the Executive and/or such other Persons referred to
in the immediately preceding clause (A).

      "SUBSIDIARY" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of capital stock, entitled (without regard to the occurrence of
any contingency) to vote in the election of directors,

                                       10
<PAGE>

managers or trustees thereof is at the time owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of that
Person (or a combination thereof) and (ii) any partnership (a) the sole general
partner or the managing general partner of which is such Person or a Subsidiary
of such Person or (b) the only general partners of which are such person or of
one or more Subsidiaries of such Person (or any combination thereof).

9. PARACHUTE TAX INDEMNITY

      (a)   If it shall be determined that any amount paid, distributed or
            treated as paid or distributed by the Company to or for the
            Executive's benefit (whether paid or payable or distributed or
            distributable pursuant to the terms of this Agreement or otherwise,
            but determined without regard to any additional payments required
            under this Section 9) (a "Payment") would be subject to the excise
            tax imposed by Section 4999 of the Code or any interest or penalties
            are incurred by the Executive with respect to such excise tax (such
            excise tax, together with any such interest and penalties, being
            hereinafter collectively referred to as the "Excise Tax"), then the
            Executive shall be entitled to receive an additional payment (a
            "Gross-Up Payment") in an amount such that after payment by the
            Executive of all federal, state and local taxes (including any
            interest or penalties imposed with respect to such taxes),
            including, without limitation, any income taxes (and any interest
            and penalties imposed with respect thereto) and Excise Tax imposed
            upon the Gross-Up Payment, the Executive retains an amount of the
            Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

      (b)   All determinations required to be made under this Section 9,
            including whether and when a Gross-Up Payment is required and the
            amount of such Gross-Up Payment and the assumptions to be utilized
            in arriving at such determination, shall be made by a nationally
            recognized accounting firm (the "Accounting Firm") which shall
            provide detailed supporting calculations both to the Company and the
            Executive within 15 business days of the receipt of notice from the
            Executive that there has been a Payment, or such earlier time as is
            requested by the Company. The Accounting Firm shall be appointed
            jointly by two other nationally recognized accounting firms, one of
            which is appointed by the Executive and one of which is appointed by
            the Company for such purpose. The Accounting Firm shall not be an
            accounting firm serving as accountant or auditor for the individual,
            entity or group effecting the Change of Control. All fees and
            expenses of the Accounting Firm shall be borne by the Company. Any
            Gross-Up Payment, as determined pursuant to this Section 9, shall be
            paid by the Company to the Executive within five days of the receipt
            of the Accounting Firm's determination. Any determination by the
            Accounting Firm shall be binding upon the Company and the Executive.
            As a result of the uncertainty in the application of Section 4999 of
            the Code at the time of the initial determination by the Accounting
            Firm hereunder, it is possible that Gross-Up Payments which will not
            have been made by the Company should have been made
            ("Underpayment"), consistent with the calculations required to be
            made hereunder. In the event that the Company exhausts its remedies
            pursuant to this Section 9 and the Executive thereafter is required
            to make a payment of any Excise Tax, the Accounting Firm

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<PAGE>

            shall determine the amount of the Underpayment that has occurred and
            any such Underpayment shall be promptly paid by the Company to or
            for the Executive's benefit.

      (c)   The Executive shall notify the Company in writing of any claim by
            the Internal Revenue Service that, if successful, would require the
            payment by the Company of the Gross-Up Payment. Such notification
            shall be given as soon as practicable but no later then ten business
            days after the Executive is informed in writing of such claim and
            shall apprise the Company of the nature of such claim and the date
            on which such claim is requested to be paid. The Executive shall not
            pay such claim prior to the expiration of the 30-day period
            following the date on which it gives such notice to the Company (or
            such shorter period ending on the date that any payment of taxes
            with respect to such claim is due). If the Company notifies the
            Executive in writing prior to the expiration of such period that it
            desires to contest such claim, the Executive shall: (i) give the
            Company any information reasonably requested by the Company relating
            to such claim; (ii) take such action in connection with contesting
            such claim as the Company shall reasonably request in writing from
            time to time, including, without limitation, accepting legal
            representation with respect to such claim by an attorney reasonably
            selected by the Company; (iii) cooperate with the Company in good
            faith in order to effectively contest such claim; and (iv) permit
            the Company to participate in any proceeding relating to such claim;
            provided, however, that the Company shall bear and pay directly all
            costs and expenses (including additional interest and penalties)
            incurred in connection with such contest and shall indemnify and
            hold the Executive harmless, on an after-tax basis, from any Excise
            Tax or income tax (including interest and penalties with respect
            thereto) imposed as a result of such representation and payment of
            costs and expense. Without limitation on the foregoing provisions of
            this Section 9, the Company shall control all proceedings taken in
            connection with such contest and, at its sole option, may pursue or
            forego any and all administrative appeals, proceedings, hearings and
            conferences with the taxing authority in respect of such claim and
            may, at its sole option, either direct the Executive to pay the tax
            claimed and sue for a refund or contest the claim in any permissible
            manner, and the Executive agrees to prosecute such contest to a
            determination before any administrative tribunal, in a court of
            initial jurisdiction and in one or more appellate courts, as the
            Company shall determine; provided, however, that if the Company
            directs the Executive to pay such claim and sue for a refund, the
            Company shall advance the amount of such payment to the Executive,
            on an interest-free basis, and shall indemnify and hold the
            Executive harmless, on an after-tax basis, from any Excise Tax or
            income tax (including interest or penalties with respect thereto)
            imposed with respect to such advance or with respect to any imputed
            income with respect to such advance; and further provided that any
            extension of the statute of limitations relating to payment of taxes
            for the Executive's taxable year with respect to which such
            contested amount is claimed to be due is limited solely to such
            contested amount. Furthermore, the Company's control of the contest
            shall be limited to issues with respect to which a Gross-Up Payment
            would be payable hereunder and the Executive shall be entitled to
            settle or contest, as the case may be, any other issue

                                       12
<PAGE>

            raised by the Internal Revenue Service or any other taxing
            authority, so long as such action does not have a material adverse
            effect on the contest being pursued by the Company.

      (d)   If, after the Executive's receipt of an amount advanced by the
            Company pursuant to this Section 9, the Executive becomes entitled
            to receive any refund with respect to such claim, the Executive
            shall (subject to the Company's complying with the requirements of
            this Section 9) promptly pay to the Company the amount of such
            refund (together with any interest paid or credited thereon after
            taxes applicable thereto). If, after the Executive's receipt of an
            amount advanced by the Company pursuant to this Section 9, a
            determination is made that the Executive shall not be entitled to
            any refund with respect to such claim and the Company does not
            notify the Executive in writing of its intent to contest such denial
            of refund prior to the expiration of 30 days after such
            determination, then such advance shall be forgiven and shall not be
            required to be repaid and the amount of such advance shall offset,
            to the extent thereof, the amount of Gross-Up Payment required to be
            paid.

10. NO MITIGATION OR OFFSET

      The Executive shall not be required to seek other employment or to reduce
any severance benefit payable to him under Section 7 hereof, and, except as
provided in Section 7(a)(iv) hereof, no such severance benefit shall be reduced
on account of any compensation received by the Executive from other employment.
The Company's obligation to pay severance benefits under this Agreement shall
not be reduced by any amount owed by the Executive to the Company.

11. TAX WITHHOLDING; METHOD OF PAYMENT

      All compensation payable pursuant to this Agreement shall be subject to
reduction by all applicable withholding, social security and other federal,
state and local taxes and deductions. Any lump-sum payments provided for in this
Agreement shall be made in a cash payment, net of any required tax withholding,
no later than the fifth business day following the Executive's date of
termination or other payment date. If the Company shall be required to withhold
any federal, state or local tax in connection with the vesting of any Restricted
Shares pursuant to this Agreement, the Executive shall pay the tax or make
provisions that are satisfactory to the Company for the payment thereof. Unless
the Executive elects to satisfy all or any part of any such withholding
obligation by the payment to the Company of immediately available funds on or
before the date such withholding is required, then the Company is hereby
authorized to and shall cause a surrender of a portion of the nonforfeitable
shares of Common Stock that are to be transferred to the Executive hereunder,
and the shares of Common Stock so surrendered shall be credited against any such
withholding obligation at the fair market value per share of such shares on the
date of such surrender.

12. RESTRICTIVE COVENANTS

      (a)   COVENANT NOT TO DISCLOSE CONFIDENTIAL INFORMATION. The Executive
            acknowledges that during the course of his affiliation with the

                                       13
<PAGE>

            Company he has or will have access to and knowledge of certain
            information and data which the Company considers confidential or
            proprietary and the release of such information or data to
            unauthorized persons would be extremely detrimental to the Company.
            As a consequence, the Executive hereby agrees and acknowledges that
            he owes a duty to the Company not to disclose, and agrees that
            without the prior written consent of the Company, at any time,
            either during or after his employment with the Company, he will not
            communicate, publish or disclose, to any person anywhere, or use for
            his own account any Confidential Information (as hereinafter
            defined), except as may be necessary or appropriate to conduct his
            duties hereunder, provided the Executive is acting in good faith and
            in the best interest of the Company, or as may be required by law or
            judicial process. The Executive will use his best efforts at all
            times to hold in confidence and to safeguard any Confidential
            Information from falling into the hands of any unauthorized person
            and, in particular, will not permit any Confidential Information to
            be read, duplicated or copied. The Executive will return to the
            Company all Confidential Information in the Executive's possession
            or under the Executive's control whenever the Company shall so
            request, and in any event will promptly return all such Confidential
            Information if the Executive's relationship with the Company is
            terminated for any or no reason and will not retain any copies
            thereof. For purposes hereof the term "Confidential Information"
            shall mean any information or data used by or belonging or relating
            to the Company or any of its subsidiaries or Affiliates that is not
            known generally to or available for use by the industry in which the
            Company is or may be engaged, other than as a result of the
            Executive's acts or omissions to act, and which the Company
            maintains on a confidential basis, including, without limitation,
            any and all trade secrets, proprietary data and information relating
            to the Company's business and products, price list, customer lists,
            processes, procedures or standards, know-how, manuals, business
            strategies, records, drawings, specifications, designed, financial
            information, whether or not reduced to writing, or information or
            data which the Company advises the Executive should be treated as
            confidential information. The covenants made in this Section 12(a)
            shall remain in effect during the term of the Executive's
            relationship with the Company and, in the case of Confidential
            Information that constitutes trade secrets under the Uniform Trade
            Secrets Act, shall survive the termination of such relationship for
            any reason indefinitely, and, in the case of all other Confidential
            Information, shall survive for a period of five (5) years after such
            termination. The Executive further agrees and acknowledges that
            Confidential Information, as between the Company and the Executive,
            shall be deemed and at all time remain and constitute the exclusive
            property of the Company.

      (b)   COVENANT NOT TO COMPETE. The Executive acknowledges that he has
            established and will continue to establish favorable relations with
            the customers, clients and accounts of the Company and will have
            access to trade secrets of the Company and that the Company would be
            irreparably damaged if the Executive were to provide similar
            services to any person or entity competing with the Company or
            engaged in a similar business in the markets served or to be served
            by the Company. Therefore, in consideration of such relations and to
            further

                                       14
<PAGE>

            protect trade secrets, directly or indirectly, of the Company, the
            Executive agrees that during the term of his employment by the
            Company and for a period of eighteen months from the date of
            termination of the Executive, except that such eighteen month period
            shall not apply in the event of termination of employment (i) by the
            Company other than for Cause, (ii) by the Executive for Good Reason
            or (iii) by the Company or the Executive for any reason within one
            year following a Change of Control, the Executive will not, directly
            or indirectly, without the express written consent of the Company:

            (i)   act as a manager of a business substantially similar to, a
                  supervisor of officers or employees rendering services for, or
                  as an advisor with respect to the conduct of, whether on the
                  Executive's own behalf or as an employee, director, or
                  independent contractor of, any business that consists of radio
                  broadcasting services (the "Business") and serves the
                  listening areas (as defined by the Arbitron Metro Survey Area)
                  set forth on Exhibit A, within which area the Executive
                  acknowledges the Company currently conducts its business or
                  has definite or immediate plans to conduct its business, (the
                  "Competitive Businesses");

            (ii)  solicit, or attempt to solicit, clients, customers or accounts
                  of the Company, (a) which during the twelve (12)-month period
                  prior to the date of termination of the Executive has obtained
                  or contracted to obtain services from the Company and with
                  which the Executive had contact during the term of the
                  Executive's employment by the Company or (b) whose name and/or
                  address both would constitute Confidential Information and
                  became known to Executive as a customer or client or potential
                  customer or client of the Company in any manner during the
                  term of the Executive's employment by the Company, for, on
                  behalf of or otherwise related to any such Competitive
                  Businesses or any products related thereto; or

            (iii) solicit or in any manner influence or encourage any person who
                  is an employee of the Company at the time the Executive's
                  employment terminates or who was such an employee with the
                  Company at any time during the twelve (12)-month period
                  immediately preceding the date of such termination and with
                  whom the Executive had contact during the term of the
                  Executive's employment by the Company to leave such employ or
                  service with the Company for any employment opportunity with a
                  competitive business.

Notwithstanding the foregoing, if any court determines that the covenant not to
compete, or any part thereof, is unenforceable because of the duration of such
provision or the geographic area or scope covered thereby, all of which the
Executive acknowledges are reasonable under the circumstances, such court shall
have the power to reduce the duration, area or scope of such provisions and, in
its reduced form, such provision shall then be enforceable and shall be
enforced.

                                       15
<PAGE>

            (c)   In the event that, and each time during the Executive's
                  employment with the Company, as, the Company (a) establishes
                  the Business hereinafter in a territory other than those areas
                  listed on Exhibit A or (b) adds a substantially different
                  service line to the Business, the Executive agrees to execute
                  and deliver an amendment to this Agreement adding the
                  territory or additional service line or some combination
                  thereof upon payment to the Executive by the Company of the
                  sum of $100.00.

            (d)   SPECIFIC PERFORMANCE. Recognizing the irreparable damage will
                  result to the Company in the event of the breach or threatened
                  breach of any of the foregoing covenants and assurances by the
                  Executive contained in paragraphs (a) or (b) hereof, and that
                  the Company's remedies at law for any such breach or
                  threatened breach will be inadequate, the Company and its
                  successors and assigns, in addition to such other remedies
                  which may be available to them, shall be entitled to an
                  injunction, including a mandatory injunction, to be issued by
                  any court of competent jurisdiction ordering compliance with
                  this Agreement or enjoining and restraining the Executive, and
                  each and every person, firm or Company acting in concert or
                  participation with him, from the continuation of such breach
                  and, in addition thereto, he shall pay to the Company all
                  ascertainable damages, including costs and reasonable
                  attorneys' fees sustained by the Company by reason of the
                  breach or threatened breach of said covenants and assurances.
                  The obligations of the Executive and the rights of the
                  Company, its successors and assigns under Section 12 of this
                  Agreement shall survive the termination of this Agreement. The
                  covenants and obligations of the Executive set forth in
                  Section 12 hereof is in addition to and not in lieu of or
                  exclusive of any other obligations and duties of the Executive
                  to the Company, whether express or implied in fact or in law.

            (e)   POTENTIAL UNENFORCEABILITY OF ANY PROVISION. If a final
                  judicial determination is made that any provision of this
                  Agreement is an unenforceable restriction against the
                  Executive, the provisions hereof shall be rendered void only
                  to the extent that such judicial determination finds such
                  provisions unenforceable, and such unenforceable provisions
                  shall automatically be reconstituted and become a part of this
                  Agreement, effective as of the date first written above, to
                  the maximum extent in favor of the Company that is lawfully
                  enforceable. A judicial determination that any provision of
                  this Agreement is unenforceable shall in no instance render
                  the entire Agreement unenforceable, but rather the Agreement
                  will continue in full force and effect absent any
                  unenforceable provision to the maximum extent permitted by
                  law.

13. SUCCESSORS

            (a)   This Agreement shall be binding upon and shall inure to the
                  benefit of the Company, its successors and any person, firm,
                  corporation or other entity which succeeds to all or
                  substantially all of the business, assets or property of the
                  Company. The Company will require any successor (whether
                  direct or indirect, by purchase, merger, consolidation or
                  otherwise) to all or substantially all of the

                                       16
<PAGE>

                  business, assets or property of the Company, to expressly
                  assume and agree to perform this Agreement in the same manner
                  and to the same extent that the Company would be required to
                  perform it if no such succession had taken place. As used in
                  this Agreement, the "Company" shall mean the Company as
                  hereinbefore defined and any successor to its business, assets
                  or property as aforesaid which executes and delivers an
                  agreement provided for in this Section 13 or which otherwise
                  becomes bound by all the terms and provisions of this
                  Agreement by operation of law. Notwithstanding the foregoing
                  provisions of this Section 13(a), this Agreement shall not be
                  assignable by the Company without the prior written consent of
                  the Executive.

            (b)   This Agreement and all rights of the Executive hereunder shall
                  inure to the benefit of and be enforceable by the Executive's
                  personal or legal representatives, executors, administrators,
                  successors, heirs, distributees, devisees and legatees. If the
                  Executive should die while any amounts are due and payable to
                  him hereunder, all such amounts, unless otherwise provided
                  herein, shall be paid to the Executive's designated
                  beneficiary or, if there be no such designated beneficiary, to
                  the legal representatives of the Executive's estate.

14. NO ASSIGNMENT

      Except as to withholding of any tax under the laws of the United States or
any other country, state or locality, neither this Agreement nor any right or
interest hereunder nor any amount payable at any time hereunder shall be subject
in any manner to alienation, sale, transfer, assignment, pledge, attachment, or
other legal process, or encumbrance of any kind by the Executive or the
beneficiaries of the Executive or by his legal representatives without the
Company's prior written consent, nor shall there be any right of set-off or
counterclaim in respect of any debts or liabilities of the Executive, his
beneficiaries or legal representatives, except in the case of termination of
employment for Cause; provided, however, that nothing in this Section 14 shall
preclude the Executive from designating a beneficiary to receive any benefit
payable on his death, or the legal representatives of the Executive from
assigning any rights hereunder to the person or persons entitled thereto under
his will or, in case of intestacy, to the person or persons entitled thereto
under the laws of intestacy applicable to his estate.

15. ENTIRE AGREEMENT

      This Agreement contains the entire understanding of the parties with
respect to the subject matter hereof and, except as specifically provided
herein, cancels and supersedes any and all other agreements between the parties
with respect to the subject matter hereof. In particular, this Agreement amends
and restates and, thus, supercedes the Prior Agreements, except for (a) any and
all provisions of the Prior Agreements that relate to the grant of equity
incentives granted pursuant to Section 5 of the Prior Agreements, which
provisions, including any provisions under Section 5 or 7 of the Prior
Agreements, shall remain in effect throughout the Agreement Term of this
Agreement and (b) any and all provisions of the loan reduction program set forth
in Section 8 of the First Amended and Restated Employment Agreement which
provisions shall remain in effect according to the original terms and conditions
thereof with no changes. Any amendment or modification of this Agreement shall
not be binding unless in

                                       17
<PAGE>

writing and signed by the Company and the Executive. Notwithstanding the
foregoing, the parties hereto shall enter into restricted stock option
agreements in respect of the Time-Vested Restricted Shares and Performance
Restricted Shares setting forth terms and conditions consistent with the
provisions of this Agreement and such other terms and conditions approved by the
Compensation Committee.

16. SEVERABILITY

      In the event that any provision of this Agreement is determined to be
invalid or unenforceable, the remaining terms and conditions of this Agreement
shall be unaffected and shall remain in full force and effect, and any such
determination of invalidity or unenforceability shall not affect the validity or
enforceability of any other provision of this Agreement.

17. NOTICES

      All notices which may be necessary or proper for either the Company or the
Executive to give to the other shall be in writing and shall be delivered by
hand or sent by registered or certified mail, return receipt requested, or by
air courier, to the Executive at:

            Mr. Lewis W. Dickey, Jr.
            3535 Piedmont Road
            Building 14, 14th Floor
            Atlanta, Georgia 30305

and shall be sent in the manner described above to the Secretary of the Company
at the Company's principal executives offices at 3535 Piedmont Road, Building
14, 14th Floor, Atlanta, Georgia 30305 or delivered by hand to the Secretary of
the Company, and shall be deemed given when sent, provided that any notice
required under Section 6 hereof or notice given pursuant to Section 2 hereof
shall be deemed given only when received. Any party may by like notice to the
other party change the address at which he or they are to receive notices
hereunder.

18. GOVERNING LAW

      This Agreement shall be governed by and enforceable in accordance with the
laws of the State of Georgia, without giving effect to the principles of
conflict of laws thereof.

19. ARBITRATION

      Any controversy or claim arising out of, or related to, this Agreement, or
the breach thereof, shall be settled by binding arbitration in the City of
Atlanta, Georgia, in accordance with the rules then obtaining of the American
Arbitration Association, and the arbitrator's decision shall be binding and
final, and judgment upon the award rendered may be entered in any court having
jurisdiction thereof.

20. LEGAL FEES AND EXPENSES

      To induce the Executive to execute this Agreement and to provide the
Executive with reasonable assurance that the purposes of this Agreement will not
be frustrated by the cost of its

                                       18
<PAGE>

enforcement should the Company fail to perform its obligations hereunder, the
Company shall pay and be solely responsible for any attorneys' fees and expenses
and court costs incurred by the Executive as a result of a claim that the
Company has breached or otherwise failed to perform this Agreement or any
provision hereof to be performed by the Company, regardless of which party, if
any, prevails in the contest.

                                       19
<PAGE>

      IN WITNESS WHEREOF, the Company and the Executive have executed this
Agreement as of the date first above written.

                                      EXECUTIVE

                                      /s/ LEWIS W. DICKEY, JR.
                                      ------------------------------------------
                                      LEWIS W. DICKEY, JR.

                                      CUMULUS MEDIA INC.

                                      /s/ MARTIN R. GAUSVIK
                                      ------------------------------------------
                                      By: Martin R. Gausvik
                                      Title: Executive Vice President and
                                             Chief Financial Officer

                                       20

<PAGE>

                                    EXHIBIT A

Abilene
Albany
Amarillo
Appleton
Bangor
Beaumont
Bismarck
Blacksburg
Bridgeport
Canton Salem
Cedar Rapids
Columbia-Jefferson City
Columbus Starkville
Danbury
Dubuque
Eugene
Fairbault
Fayetteville, AR
Fayetteville, NC
Flint
Florence
Ft. Smith
Ft Walton
Grand Junction
Greenbay
Harrisburg
Houston
Huntsville
Kalamazoo
Kansas City
Killeen Temple
Lake Charles
Lexington
Macon
Melbourne
Mobile
Monroe
Montgomery
Myrtle Beach
Nashville
Odessa-Midland
Owatonna
Oxnard - Ventura
Pensacola
Poughkeepsie
Quad Cities
Rochester
Rockford
Santa Barbara

                                       21

<PAGE>

Savannah
Shreveport
Sioux Falls
Tallahassee
Toledo
Topeka
Waterloo
Westchester
Wichita Falls
Wilmington
Youngstown

                                       22