Edgar Filing: ENTERCOM COMMUNICATIONS CORP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

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Check the appropriate box:

[_] Preliminary Proxy Statement

[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

Entercom Communications Corp.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Reg. (S) 240.14a-101.

SEC 1913 (3-99)

ENTERCOM COMMUNICATIONS CORP.
401 City Avenue, Suite 409
Bala Cynwyd, Pennsylvania 19004

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Our Shareholders:

The Annual Meeting of Shareholders of Entercom Communications Corp. (the
"Company") will be held at the Radnor Hotel, 591 East Lancaster Ave., St.
Davids, Pennsylvania, 19087 on Thursday, May 2, 2002 at 10:00 a.m. At the
meeting, shareholders will be asked to consider and vote on the following
proposals:

Proposal 1: The election of David J. Berkman and Lee Hague as Class A
directors for one-year terms expiring at the 2003 annual
meeting; and

Proposal 2: The election of Joseph M. Field, David J. Field, John C.
Donlevie, Herbert Kean and Marie H. Field, as directors for
one-year terms expiring at the 2003 annual meeting.

The shareholders will also transact other business if any is properly
brought before the 2002 annual meeting.

If you were a shareholder of record of our Class A common stock, par value
$.01 per share, or Class B common stock, par value $.01 per share, at the close
of business on March 21, 2002, you may vote at the annual meeting as set forth
in this proxy statement.

By order of the Board of Directors,

/s/ John C. Donlevie

John C. Donlevie
Secretary

Bala Cynwyd, Pennsylvania
April 1, 2002

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Please promptly complete, date, sign and return the enclosed proxy
card whether or not you plan to attend the meeting.
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For information on accommodations and directions to the meeting,
please refer to the last page of this proxy statement.
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ENTERCOM COMMUNICATIONS CORP.
401 City Avenue, Suite 409
Bala Cynwyd, Pennsylvania 19004

PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS

May 2, 2002

The Annual Meeting of Shareholders of Entercom Communications Corp. will be
held at the Radnor Hotel, 591 East Lancaster Ave., St. Davids, Pennsylvania,
19087 on Thursday, May 2, 2002 at 10:00 a.m.

ABOUT THIS PROXY STATEMENT

Our board of directors has sent you this proxy statement to solicit your
vote at the annual meeting (including any adjournment or postponement of the
annual meeting). We will pay all expenses incurred in connection with this proxy
solicitation. In addition to mailing this proxy statement to you, we have hired
Georgeson Shareholder to be our proxy solicitation agent for a fee of
approximately $6,500 plus expenses. We also may make additional solicitations by
telephone, facsimile or other forms of communication. Brokers, banks and other
nominees who hold our stock for other beneficial owners will be reimbursed by us
for their expenses related to forwarding our proxy materials to the beneficial
owners. In this proxy statement we summarize information that we are required to
provide to you under the Securities and Exchange Commission rules. This proxy
statement is designed to assist you in voting your shares. On April 1, 2002, we
began mailing the proxy materials to all shareholders of record of our Class A
and Class B common stock, par value $.01 per share, at the close of business as
of March 21, 2002.

Unless the context requires otherwise, all references in this proxy
statement to Entercom Communications Corp., "Entercom", "we," "us", "our" and
similar terms, refer to Entercom Communications Corp. and its consolidated
subsidiaries, excluding Entercom Communications Capital Trust.

INFORMATION ABOUT VOTING

If you are a shareholder of record of our Class A common stock as of the
close of business on March 21, 2002, you may vote your shares:

. By Proxy: You can vote by completing, signing and dating the enclosed
proxy card and returning it to us by mail in the envelope provided.
The instructions for voting are contained on the enclosed proxy card.
The individuals named on the card are your proxies. They will vote
your shares as you indicate. If you sign your card without indicating
how you wish to vote, all of your shares will be voted:

. FOR all of the nominees for Class A Director;

. FOR all remaining nominees for Director other than Class A
Directors; and

. at the discretion of your proxies on any other matter that
may be properly brought before the annual meeting; or

. In Person: You may attend the annual meeting and vote in person.

If you are a shareholder of record of our Class B common stock as of the
close of business on March 21, 2002, you may vote your shares:

By Proxy: You can vote by completing, signing and dating the enclosed proxy
card and returning it to us by mail in the envelope provided. The instructions
for voting are contained on the enclosed proxy card. The

individuals named on the card are your proxies. They will vote your shares as
you indicate. If you sign your card without indicating how you wish to vote, all
of your shares will be voted:

. FOR all of the nominees for Director other than Class A
Directors; and

. at the discretion of your proxies on any other matter that
may be properly brought before the annual meeting; or

. In Person: You may attend the annual meeting and vote in person.

You may revoke your proxy before it is voted at the meeting if you:

. send a written notice of revocation dated after the proxy date to our
Corporate Secretary;

. send our Corporate Secretary a later dated proxy for the same shares
of common stock; or

. attend the annual meeting AND vote in person there.

The address for our Corporate Secretary is Entercom Communications Corp.,
401 City Avenue, Suite 409, Bala Cynwyd, Pennsylvania, 19004, Attention: John C.
Donlevie, Secretary.

VOTING SECURITIES

Our Amended and Restated Articles of Incorporation provide that each share
of Class A common stock is entitled to one vote and that each share of Class B
common stock is entitled to ten votes, except (1) any share of Class B common
stock not voted by either Joseph M. Field or David J. Field, in their own right
or pursuant to a proxy, is entitled to one vote; (2) the holders of Class A
common stock, voting as a single class, are entitled to elect two Class A
directors; (3) each share of Class B common stock is entitled to one vote with
respect to any Going Private Transaction; and (4) as required by law. Therefore,
only shareholders of our Class A common stock at the close of business on March
21, 2002, will be entitled to vote on Proposal 1, while shareholders of our
Class A common stock and our Class B common stock at the close of business on
March 21, 2002 will be entitled to vote on Proposal 2. At the close of business
on March 21, 2002, there were 38,935,689 outstanding shares of our Class A
common stock and 10,531,805 outstanding shares of our Class B common stock. Each
share of Class B common stock voted by Joseph M. Field or David J. Field with
respect to Proposal 2 is entitled to ten votes. Joseph M. Field's voting power
includes the power to vote, pursuant to revocable proxy, 380,000 shares owned by
Permitted Class B Transferees (as defined in our Amended and Restated Articles
of Incorporation). Any shareholders of our Class C common stock, par value $.01
per share, would not be entitled to vote on these proposals.

INFORMATION ABOUT QUORUM AND REQUIRED VOTES

The presence in person or by proxy of shareholders entitled to cast at
least a majority of the votes that all shareholders are entitled to cast on a
particular matter or proposal to be acted upon at the meeting shall constitute a
quorum for the purposes of consideration and action on the matter or proposal.
Votes on the proposals will be tallied as follows:

. Proposal 1: Election of Class A Directors - The two persons nominated
for Class A director receiving the most votes from shares of Class A
common stock will be elected.

. Proposal 2: Election of Other Directors - The five persons nominated
as directors other than Class A directors receiving the most votes
from all shares of Class A common stock and Class B common stock will
be elected.

Unless otherwise required by our bylaws or by applicable Pennsylvania law,
any other matter properly presented for a vote at the meeting will require an
affirmative vote from a majority of the votes of all shares of Class A common
stock and Class B common stock that are present in person or by proxy and are
voting on such proposal.

Shares of our common stock represented by proxies that are marked "withhold
authority" or are marked "abstain," or which constitute broker non-votes will be
counted as present at the meeting for the purpose of determining a quorum.
Broker non-votes occur when a nominee holding shares of our common stock for a
beneficial owner has not received voting instructions from the beneficial owner
and such nominee does not possess or choose to exercise discretionary authority
with respect thereto. With respect to any matter to be decided by a plurality
(such as the election of directors) or a majority of the votes cast at the
meeting, proxies marked "withhold authority" or marked "abstain," or which
constitute broker non-votes will not be counted for the purpose of determining
the number of votes cast at the meeting.

INFORMATION TO RELY UPON WHEN CASTING YOUR VOTE

You should rely only on the information contained in this proxy statement.
We have not authorized anyone to give any information or to make any
representations in connection with this proxy solicitation other than those
contained in this proxy statement. You should not rely on any information or
representation not contained in this proxy statement as having been authorized
by us. You should not infer under any circumstances that because of the delivery
to you of this proxy statement there has not been a change in the facts set
forth in this proxy statement or in our affairs since the date on this proxy
statement. This proxy statement does not constitute a solicitation by anyone in
any jurisdiction in which the solicitation is not authorized or in which the
person making the solicitation is not qualified to do so or to anyone to whom it
is unlawful to make a solicitation.

THE PROPOSALS

PROPOSAL 1

ELECTION OF CLASS A DIRECTORS

Two Class A directors will be elected at the 2002 annual meeting to serve
until the 2003 annual meeting. The two nominees are David J. Berkman and Lee
Hague. David J. Berkman is an incumbent Class A director. These nominees have
consented to serve if elected, but should any nominee be unavailable to serve,
your proxy will vote for the substitute nominee recommended by the board of
directors.

The tables below contain certain biographical information about them as
well as our other directors and executive officers.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THE PERSONS
NOMINATED FOR DIRECTOR IN PROPOSAL 1.

NOMINEES FOR CLASS A DIRECTOR

David J. Berkman
Director since 1999
Age: 40

David J. Berkman has served as one of our directors since the consummation of
our initial public offering in January 1999. He is the Managing Partner of
Liberty Associated Partners, LP, a venture capital firm primarily engaged in the
telecommunications, media and internet market segments. Liberty Associated
Partners, LP was founded by principals of The Associated Group, Inc., which
prior to its sale in 2000 was a multi-billion dollar publicly-traded owner and
operator of communications related businesses of which Mr. Berkman was Executive
Vice President. He also currently serves on the Boards of Directors of Internet
Capital Group, Inc., Clearwire, Inc., V-Span, Inc., the Philadelphia Regional
Performing Arts Center and the Franklin Institute. Mr. Berkman has a B.S. from
the Wharton School of the University of Pennsylvania. Mr. Berkman's term as a
director expires at the 2002 annual meeting of shareholders.

Lee Hague
Director since 1980
Age: 56

Lee Hague has served as one of our directors since 1980. Mr. Hague is currently
the Chairman of the Board and Chief Executive Officer of Aspect Holdings Inc.
Prior to joining Aspect Holdings Inc. in 1998, he served as President of Hague &
Company over a period of 20 years. He has served as an independent consultant to
various broadcasting groups and provided financial advisory and media brokerage
services to the industry. Mr. Hague has over 20 years' experience in the radio
industry. He has a B.S. from Northwestern University and an M.M. from the J.L.
Kellogg Graduate School of Management, Northwestern University. Mr. Hague's term
as a director expires at the 2002 annual meeting of shareholders.

PROPOSAL 2

ELECTION OF OTHER DIRECTORS

Five other directors will be elected at the 2002 annual meeting to serve
until the 2003 annual meeting. The five nominees are Joseph M. Field, David J.
Field, John C. Donlevie, Herbert Kean and Marie H. Field. Each of the nominees
is an incumbent director. These nominees have consented to serve if elected, but
should any nominee be unavailable to serve, your proxy will vote for the
substitute nominee recommended by the board of directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THE PERSONS
NOMINATED AS DIRECTOR IN PROPOSAL 2.

NOMINEES FOR OTHER DIRECTORS

Joseph M. Field
Chairman of the Board and
Chief Executive Officer
Director since 1968
Age: 70

Joseph M. Field founded Entercom in 1968 and has served since our inception as
our Chairman of the Board and Chief Executive Officer and was our President
until September 1998. Before entering the broadcasting business, he practiced
law for 14 years in New York (including service as an Assistant United States
Attorney) and Philadelphia. Mr. Field served on the Board of Directors of the
National Association of Broadcasters for four years as a representative of the
major radio group broadcasters. He currently serves on the Boards of Directors
of The Philadelphia Orchestra, the Curtis Institute of Music, The Mary Louise
Curtis Bok Foundation, the Settlement Music School, the American Interfaith
Institute, the National Liberty Museum, the Jewish Education and Vocational
Service (JEVS), and the Philadelphia Chamber Music Society. Mr. Field has a B.A.
from the University of Pennsylvania and an L.L.B. from Yale Law School. He is
the spouse of Marie H. Field and the father of David J. Field. Mr. Field's term
as a director expires at the 2002 annual meeting of shareholders.

David J. Field
President and Chief Operating
Officer
Director since 1995
Age: 39

David J. Field has served as our President since 1998, our Chief Operating
Officer since 1996 and one of our directors since 1995. He also served as our
Chief Financial Officer from 1992 to 1998. Mr. Field joined us in 1987 and
served as our Director of Finance and Corporate Development from 1987 to 1988,
Vice President-Finance and Corporate Development from 1988 to 1992, Vice
President-Operations and Chief Financial Officer from 1992 to 1995 and Senior
Vice-President-Operations and Chief Financial Officer from 1995 to 1996. Prior
to joining us, he was an investment banker with Goldman, Sachs & Co. Mr. Field
currently serves on the Boards of Directors of the Radio Advertising Bureau, the
Philadelphia Zoo and The Wilderness Society. He has a B.A. from Amherst College
and an M.B.A. from the Wharton School of the University of Pennsylvania. Mr.
Field is the son of Joseph M. Field and Marie H. Field. Mr. Field's term as a
director expires at the 2002 annual meeting of shareholders.

John C. Donlevie
Executive Vice President,
Secretary, and General Counsel
Director since 1989
Age: 55

John C. Donlevie has served as our Executive Vice President, General Counsel and
one of our directors since 1989, our Secretary since 1998 and was our Vice
President-Legal and Administrative from 1984 when he joined us to 1989. Prior to
joining us, Mr. Donlevie practiced law for 11 years, most recently as Corporate
Counsel of Ecolaire Incorporated in Malvern, Pennsylvania. He has a B.S. in
Engineering from Drexel University and a J.D. from Temple University School of
Law. Mr. Donlevie's term as a director expires at the 2002 annual meeting of
shareholders.

Herbert Kean
Director since 1968
Age: 70

Herbert Kean. has served as one of our directors since our inception. In
addition, he served as our Secretary from our inception until 1984. Herbert Kean
is currently a medical physician in private practice in the Philadelphia area.
He has a B.S. from the University of Pennsylvania and an M.D. from Hahnemann
University. He is a clinical professor at Thomas Jefferson University Medical
College and Chairman of the Public Health Committee of the Philadelphia County
Medical Society. Herbert

Kean's term as a director expires at the 2002 annual meeting of shareholders.

Marie H. Field
Director since 1989
Age: 64

Marie H. Field has served as one of our directors since 1989. She served for
over 25 years as a teacher in public and private schools in New York and
Philadelphia. Mrs. Field serves on the Board of Directors of the Ovarian Cancer
Research Fund in New York, the Board of Overseers of the University of
Pennsylvania School of Social Work, the Education Board of the National Liberty
Museum and the Board of Project Forward Leap. She has a B.A. from Barnard
College. Mrs. Field is the spouse of Joseph M. Field and the mother of David J.
Field. Mrs. Field's term as a director expires at the 2002 annual meeting of
shareholders.

EXECUTIVE OFFICERS

In the table below we set forth certain information on those persons
currently serving as our Executive Officers. Biographical information on Joseph
M. Field, Chairman of the Board and Chief Executive Officer, David J. Field,
President and Chief Operating Officer, and John C. Donlevie, Executive Vice
President, Secretary and General Counsel, is included above in the section
entitled "Nominees for Other Directors."

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NAME AND TITLE AGE PRIOR BUSINESS EXPERIENCE
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Joseph M. Field 70 See "Nominees for Other Directors" above.
Chairman of the Board and Chief
Executive Officer
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David J. Field 39 See " Nominees for Other Directors " above.
President and Chief Operating
Officer
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John C. Donlevie 55 See " Nominees for Other Directors " above.
Executive Vice President, Secretary
and General Counsel
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Stephen F. Fisher 49 Stephen F. Fisher has served as our Senior Vice President and Chief
Executive Vice President and Chief Financial Officer from 1998 to 2000. In 2000 he became Executive Vice
Financial Officer President and Chief Financial Officer. From 1994 to 1998, he was a
Managing Director with a private equity firm located in Bala Cynwyd,
Pennsylvania. From 1978 to 1994, Mr. Fisher held numerous operational
and financial management positions with Westinghouse Broadcasting
Company (now part of Viacom Inc.), including the positions of
Executive Vice President, General Manager of their Los Angeles news
radio station and Controller of the Radio Group. He has an M.A. from
Bob Jones University and an M.B.A. from the University of South
Carolina.
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THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

Presently, there are ten members on our board of directors, seven of whom
are neither officers nor employees of our company. The board met four times in
2001.

Our board has adopted certain standing committees including: (1) audit, (2)
compensation and (3) nominating.

Audit Committee. The audit committee consists of David J. Berkman, Lee
Hague and S. Gordon Elkins, each of whom is independent as the term independence
is defined in Section 303.01 (B)(2)(a) and (3) of the listing standards of the
New York Stock Exchange. The audit committee met five times in 2001. The
responsibilities of the audit committee include:

. recommending to the board of directors the independent auditors to
conduct the annual audit of our financial statements;

. reviewing the proposed scope of the audit and approving the audit
fees to be paid;

. reviewing our accounting and financial controls with the independent
auditors and our financial and accounting staff; and

. reviewing and discussing financial statements with management.

The board of directors has adopted a written audit committee charter, a copy of
which is attached as Appendix A.

Audit Committee Report.

To the Board of Directors:

The audit committee has reviewed and discussed with management our audited
financial statements as of and for the year ended December 31, 2001.

The audit committee has discussed with the independent auditors, Arthur
Andersen LLP, the matters required to be discussed by Statement on Auditing
Standards No. 61, Communication with Audit Committees, as amended, by the
Auditing Standards Board of the American Institute of Certified Public
Accountants.

The audit committee has received and reviewed the written disclosures and
the letter from Arthur Andersen LLP required by Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees, as amended, by
the Independence Standards Board, and has discussed with Arthur Andersen LLP
their independence.

Based on the reviews and discussions referred to above, the audit committee
recommended to the Board of Directors that the financial statements referred to
above be included in the company's Annual Report on Form 10-K for the year ended
December 31, 2001 for filing with the Securities Exchange Commission.

David J. Berkman
S. Gordon Elkins
Lee Hague

Audit Fees. The aggregate fees billed to us by Arthur Andersen LLP for
professional services rendered for the audit of our annual financial statements
for the year ended December 31, 2001, and for the reviews of the financial
statements included in our Quarterly Reports on Form 10-Q for that year, were
$160,000.

Financial Information Systems Design and Implementation Fees. No fees were
billed to us by Arthur Andersen LLP for professional services relating to
financial information systems design and implementation for the year ended
December 31, 2001.

All Other Fees. No fees were billed to us by Arthur Andersen LLP for
services rendered to us for the year ended December 31, 2001, other than the
services described above under "Audit Fees."

There were no non-audit services provided by Arthur Andersen LLP to us for
the year ended December 31, 2001.

Compensation Committee. Our compensation committee consists of Michael R.
Hannon, Thomas H. Ginley and Herbert Kean. Our compensation committee met once
in 2001. The compensation committee conducts a general review of our
compensation plans to ensure that they meet corporate objectives, including
review and

approval of all compensation paid to our executive officers. The
responsibilities of the compensation committee also include administering and
interpreting our Employee Stock Purchase Plan and the Entercom 1998 Equity
Compensation Plan, including selecting the officers, employees and other
qualified recipients that will be granted awards under the Entercom 1998 Equity
Compensation Plan.

Nominating Committee. Our nominating committee consists of David J.
Berkman, Lee Hague and Michael R. Hannon and met four times in 2001. The
nominating committee is responsible for the recommendation of criteria for
selection of board members and assisting the board in identifying candidates for
the board. The nominating committee will consider nominees recommended by
shareholders. Shareholders should submit any such recommendations to our
Corporate Secretary.

DIRECTOR COMPENSATION

All of our non-employee directors receive a fee of $1,000 for each board
meeting that they attend in person, $500 for each committee meeting that they
attend in person and $250 for each telephonic meeting of the board or a
committee. Employee directors are not entitled to receive additional
compensation for their services as directors. In addition, during the first
quarter of 2001, Marie H. Field, S. Gordon Elkins, Lee Hague, Thomas H. Ginley,
Herbert Kean, Michael R. Hannon and David J. Berkman received stock options
under the Entercom 1998 Equity Compensation Plan.

EXECUTIVE OFFICER COMPENSATION

The following table provides summary information concerning compensation
paid to or earned by our Chief Executive Officer and our other most highly
compensated executive officers for services rendered during the years ended
1999, 2000 and 2001 (the "Named Executive Officers"):

Summary Compensation Table

Long-term
Compensation
-------------
Number of
Securities
Annual Compensation Underlying
------------------------------------ Other Annual Option
Name and Principal Position Period Salary Bonus (1) Compensation Granted
--------------------------- ------ ------ -------- ------------ -------

Joseph M. Field, Chairman of the Board 1999 $563,320 $250,000 (2) 372,223
and Chief Executive Officer 2000 600,000 400,000 100,000
2001 600,000 267,000 100,000

David J. Field, President and Chief 1999 350,000 200,000 (2) 258,334
Operating Officer 2000 450,000 350,000 100,000
2001 450,000 267,000 100,000

Stephen F. Fisher, Executive Vice 1999 250,000 150,000 (2) 116,667
President and Chief Financial Officer 2000 300,000 200,000 75,000
2001 300,000 175,000 50,000

John C. Donlevie, Executive Vice 1999 225,000 125,000 (2) 115,556
President, Secretary and General 2000 265,000 150,000 25,000
Counsel 2001 265,000 100,000 25,000

(1) Includes amounts accrued during the year presented but paid in the
subsequent year.

(2) Value of prerequisites and other personal benefits paid does not exceed the
lesser of $50,000 or 10% of the total annual salary and bonus reported for
the Named Executive Officer and, therefore, is not required to be disclosed
pursuant to rules of the Commission.

Stock Option Tables

Our Named Executive Officers are eligible to receive stock option
grants under the Entercom 1998 Equity Compensation Plan. The following table
contains information concerning the stock option grants made to each of the
Named Executive Officers, discussed above, during the year ended December 31,
2001:

Stock Option Grants for Year Ended December 31, 2001

Potential Realizable Value
Number of Percentage of at Assumed Annual Rates of
Securities Total Options Exercise Market Stock Price Appreciation
Underlying granted to or Price on for Options Terms(1)
Options Employees in Base Grant Expiration --------------------------
Name Granted Year Price Date Date 5% 10%
--------------- ---------- ------------- -------- -------- ---------- ----------- ------------

Joseph M. Field 100,000 11.6% $40.00 $40.00 01/09/11 $2,515,579 $6,374,970
David J. Field 100,000 11.6 40.00 40.00 01/09/11 2,515,579 6,374,970
Stephen F. Fisher 50,000 5.8 40.00 40.00 01/09/11 1,257,789 3,187,485
John C. Donlevie 25,000 2.9 40.00 40.00 01/09/11 628,895 1,593,742

(1) The 5% and 10% assumed annual rates of compounded stock price appreciation
are mandated by the rules of the Securities and Exchange Commission. There
can be no assurance that the actual stock price appreciation over the ten-
year option term will be at the assumed 5% and 10% levels or at any other
defined level. Unless the market price of our Class A common stock
appreciates over the option term, no value will be realized from the option
grants. The potential realizable value is calculated by assuming that the
fair market value of our Class A common stock on the date of grant of the
options appreciates at the indicated rate for the entire term of the option
and that the option is exercised at the exercise price and sold on the last
day at the appreciated price.

The following table sets forth information concerning each option
exercised by the Named Executive Officers during the year ended December 31,
2001 and option holdings at December 31, 2001 by the Named Executive Officers:

Stock Option Exercises and Year-End Value

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Shares Value of Unexercised
Acquired on Value Number of Shares Underlying In-the-Money Options at Year
Name Exercise Realized Unexercised Options at Year End End (1)
----------------- ----------- -------- ------------------------------- ----------------------------
Exercisable Unexercisable Exercisable Unexercisable
------------- -------------- ----------- -------------

Joseph M. Field - - 211,112 361,111 $ 3,846,205 $ 5,958,678
David J. Field - - 154,168 304,166 2,884,939 4,997,375
Stephen F. Fisher 5,000 $ 158,450 72,084 164,583 698,716 1,994,001
John C. Donlevie - - 64,028 101,528 1,121,709 1,649,834

(1) Value is determined by subtracting the exercise price from the fair market
value of our Class A common stock multiplied by the number of shares
underlying the options. Fair market value is based on the New York Stock
Exchange closing price of our Class A common stock on December 29, 2001 of
$50.00 per share. Options which are not in the money are not considered for
purposes of this computation.

Employee Stock Purchase Plan

A total of up to 1,850,000 shares of our Class A common stock may be
issued under the Employee Stock Purchase Plan, subject to adjustment. Under our
Employee Stock Purchase Plan, we will withhold a specified percentage (not to
exceed 10%) of the compensation paid to each participant, and the amount
withheld (and any additional amount contributed by the participant which
together with payroll withholdings does not exceed 10% of the participant's
compensation) will be used to purchase our Class A common stock on the last day
of each purchase period. The purchase price will be the value of the stock on
the last day of the purchase period less a discount not to exceed 15% as
determined by the compensation committee in advance of the purchase period. The
length of each purchase period shall be specified by the compensation committee.
The maximum value of shares that a participant in the Employee Stock Purchase
Plan may purchase during any calendar year is $25,000.

Entercom 1998 Equity Compensation Plan

Effective as of June 24, 1998, we adopted the Entercom 1998 Equity
Compensation Plan (the "Plan") in order to attract and retain our employees,
employees of our subsidiaries (including employees who are officers or
directors) and executive officers, and to provide incentives to our non-employee
directors and certain advisors and consultants who perform services for us and
our subsidiaries. The Plan, as amended, provides for grants to our employees and
employees of our subsidiaries (including employees who are officers or
directors), our non-employee directors and certain advisors and consultants who
perform services for us and our subsidiaries, of:

. incentive stock options;

. "nonqualified stock options" that are not intended to qualify
as incentive stock options;

. restricted stock; and

. stock appreciation rights.

Only shares of Class A common stock may be issued under the Plan.

General. Subject to adjustment, we may issue shares of Class A common stock
up to an amount equal to 10% of our outstanding Class A, Class B and Class C
common stock plus 2,500,000 shares under the Plan. As of February 27, 2002, we
have issued 16,112 shares of restricted stock and we have issued nonqualified
stock options to purchase 4,377,603 shares of Class A common stock having a
weighted average exercise price of $38.75 per share. We have not issued any
incentive stock options or stock appreciation rights. The number of shares for
which incentive stock options may be issued under the Plan may not exceed
1,850,000 shares, subject to adjustment, and the number of shares of restricted
stock that may be issued under the Plan may not exceed 925,000 shares, subject
to adjustment.

Administration of the Entercom 1998 Equity Compensation Plan. The Plan is
administered and interpreted by our compensation committee. Subject to the
ratification or approval by the board of directors, if the board retains the
right, the committee has the sole authority to:

. determine the individuals that shall be given awards;

. determine the terms of the awards;

. delegate to our Chief Executive Officer, Joseph M. Field, the
authority to make grants to certain non-executive officer employees;
and

. deal with any other matters arising under the Plan.

Options. The exercise price of any incentive stock option will not be less
than the fair market value of our Class A common stock on the date of the grant,
or not less than 110% of the fair market value of the common stock in the case
of an employee who owns more than 10% of our Class A, Class B and Class C common
stock. The exercise price of any nonqualified stock option may be greater than,
equal to or less than the fair market value of our Class A common stock on the
date of the grant. The exercise period of an option may not exceed ten years
from the date of the grant, and the exercise period of an incentive stock option
granted to an employee who owns more than 10% of the Class A, Class B and Class
C common stock may not exceed five years from the date of the grant. The
participant may pay the exercise price in cash or, with approval of the
committee, by delivering shares of common stock owned by the participant and
having a fair market value on the date of exercise equal to the exercise price
or by any other method that the committee approves.

Employment Agreements

Joseph M. Field Employment Agreement. We have entered into an employment
agreement with Joseph M. Field pursuant to which Mr. Field serves as our Chief
Executive Officer. The employment agreement may be terminated upon written
notice no less than 30 days prior to the end of any calendar year. Mr. Field's
salary for the year 2001 was $600,000. The board of directors may approve
additional salary, bonuses, fees, or other compensation. Absent our express
prior written consent, Mr. Field is prohibited, in the event of his termination
by resignation or for cause, for a period of two years following the termination
of the employment agreement, from engaging in any broadcast business that we
compete with in any standard metropolitan statistical area in which we are then
operating a broadcast property.

David J. Field Employment Agreement. We have entered into an employment
agreement with David J. Field, pursuant to which Mr. Field serves as our
President and Chief Operating Officer. The employment agreement provides that
Mr. Field's employment may be terminated at will by either party (1) immediately
if good cause for termination exists, or (2) upon thirty days notice in the
absence of good cause. Pursuant to this employment agreement, Mr. Field's salary
for the year 2001 was $450,000. The board of directors may approve additional
salary, bonuses, fees, or other compensation.

John C. Donlevie Employment Agreement. We have entered into an employment
agreement with John C. Donlevie pursuant to which Mr. Donlevie serves as our
Executive Vice President, Secretary and General Counsel. The employment
agreement provides that Mr. Donlevie's employment may be terminated at will by
either party (1) immediately if good cause for termination exists, or (2) upon
thirty days notice in the absence of good cause. Pursuant to this employment
agreement, Mr. Donlevie's salary for the year 2001 was $265,000. The board of
directors may approve additional salary, bonuses, fees, or other compensation.

Stephen F. Fisher Employment Agreement. We are in the process of
negotiating a new employment agreement with Stephen F. Fisher, to serve as our
Chief Financial Officer and Executive Vice President, that will replace the
employment agreement that expired as of December 31, 2001.

Performance Graph

The following line graph compares the yearly percentage change in the
cumulative total shareholder return on our Class A common stock against the
cumulative total return of (1) the NYSE Stock Market Composite Index (US
Companies), (2) the S&P 500 Index, (3) the S&P Broadcasting & Cable TV Index and
(4) a peer group index. The companies that make up the peer group are listed
below, and they consist of radio and television companies. In the proxy
statement for the 2003 annual meeting we will not compare the yearly percentage
change in the cumulative total shareholder return on our Class A common stock
against the cumulative total shareholder return of the NYSE Stock Market
Composite Index (US Companies) or the cumulative total shareholder return of the
peer group index. We believe that the S&P 500 Index and the S&P 500 Broadcasting
& Cable TV Index are more relevant comparisons for a radio broadcasting company.

COMPARISON OF 35 MONTH CUMULATIVE TOTAL RETURN*

[CHART]

*Assumes $100 invested on 1/29/99 in stock or on 12/31/98 in index-including
reinvestment of dividends.

Cumulative Total Shareholder Return
------------------- ------- -------- ------- ------- ------- -------- ------- ------- ------- -------- ------- ------- --------
1/29/99 3/99 6/99 9/99 12/99 3/00 6/00 9/00 12/00 3/01 6/01 9/01 12/01
------------------- ------- -------- ------- ------- ------- -------- ------- ------- ------- -------- ------- ------- --------

Entercom 100.00 115.04 139.02 117.07 215.45 165.85 158.54 97.36 111.99 127.80 174.34 110.57 162.60
Communications
Corp.
------------------- ------- -------- ------- ------- ------- -------- ------- ------- ------- -------- ------- ------- --------
NYSE Composite 100.00 101.31 108.78 99.49 109.15 108.71 107.91 111.28 110.25 99.97 104.36 91.28 98.99
------------------- ------- -------- ------- ------- ------- -------- ------- ------- ------- -------- ------- ------- --------
S&P 500 100.00 104.98 112.38 105.37 121.04 123.82 120.53 119.36 110.02 96.98 102.66 87.59 96.95
------------------- ------- -------- ------- ------- ------- -------- ------- ------- ------- -------- ------- ------- --------
S&P Broadcasting 100.00 123.61 139.55 142.93 174.69 157.96 155.54 133.75 126.15 132.64 144.62 103.40 120.62
& Cable TV
------------------- ------- -------- ------- ------- ------- -------- ------- ------- ------- -------- ------- ------- --------
Peer Group 100.00 104.31 112.24 122.25 147.11 125.81 129.95 102.87 90.41 79.14 92.32 59.00 79.27
------------------- ------- -------- ------- ------- ------- -------- ------- ------- ------- -------- ------- ------- --------

(1) The peer group index consists of Ackerley Group, Inc., Citadel
Communications Corp., Clear Channel Communications, Cox Radio, Inc., E Z EM,
Inc., Emmis Communications Corp., Entercom Communication Corp., Fox
Entertainment Group, Inc., Gaylord Entertainment Co., Gray Communications
Systems Inc., Hearst-Argyle Television Inc., Infinity Broadcasting Corp., Salem
Communications Corp. and Univision Communications Inc. Data for Citadel
Communications Corp. ("Citadel") is included only through June 2001 because
Citadel was thereafter acquired and data for Infinity Broadcasting Corp.
("Infinity") is included only through December 2000 because Infinity was
thereafter acquired.

Compensation Committee Report on Executive Compensation

The compensation committee is responsible, subject to the approval of the
board of directors, for establishing our compensation program. The compensation
committee reviews and recommends the compensation arrangements for all executive
officers and certain management employees, and takes such other actions as may
be required in connection with our compensation plans.

Compensation Philosophy and Policy. Our compensation philosophy is to
motivate our executive officers and management employees to attain financial,
operational and strategic objectives through a competitive compensation program
while also aligning the financial goals of our executives and management with
those of our shareholders. In administering the program, the compensation
committee assesses the performance of our business and our employees relative to
those objectives. The compensation committee also considers the performance of
our business as compared to the performance of our competitors. Our compensation
program generally provides incentives to achieve both annual and longer term
objectives. The principal elements of the compensation plan include base salary,
cash bonus awards and stock awards in the form of grants of stock options,
restricted common

stock and other stock-related benefits (including participation in the Employee
Stock Purchase Plan). These elements generally are blended in order to implement
our compensation philosophy.

Base Salary. During 2001, we had employment agreements with each of Joseph
M. Field, David J. Field, John C. Donlevie and Stephen F. Fisher. In setting
base salaries for officers and employees, we consider the experience of the
individual, the scope and complexity of the position, our size and growth rate
and the compensation paid by our competitors. Due to the increasingly
competitive nature of our industry segment, compensation amounts paid by our
competitors are expected to continue to grow in importance as we assess our
future compensation structure to ensure our ability to continue to attract and
retain highly qualified executives.

Bonuses. All of our executive officers (to the extent they are not already
entitled to receive a bonus under their respective employment agreements), are
eligible to receive bonuses subject to satisfaction of specified performance
criteria. For 2001, Joseph M. Field, David J. Field, Stephen F. Fisher and John
C. Donlevie received discretionary bonuses determined by the compensation
committee.

Stock Awards. To promote our long-term objectives, stock awards are made to
our employees and employees of our subsidiaries (including employees who are
officers or directors), our non-employee directors and certain advisors and
consultants who are in a position to make a significant contribution to our
long-term success. The stock awards are made pursuant to the Entercom 1998
Equity Compensation Plan, in the form of nonqualified stock options and
incentive stock options, as defined in our Equity Plan, stock appreciation
rights and restricted stock awards. Subject to the approval of the board of
directors, if the board retains the right, the compensation committee has the
sole authority to determine the individuals that shall be given awards and the
terms of the awards.

Chief Executive Officer Compensation. Joseph M. Field received $600,000 in
annual salary in 2001 pursuant to his employment agreement. Mr. Field's
compensation was determined based upon the same factors used in setting other
executive officer salaries, as well as the salaries paid to chief executive
officers of comparable companies and his leadership in setting and pursuing our
financial, operational and strategic objectives. These awards reflect Mr.
Field's success in the pursuit of various strategic objectives, including
acquisitions, foresight in avoiding over-priced acquisitions and the significant
growth in same station revenue growth and broadcast cash flow achieved by the
company.

Tax Deductibility of Executive Compensation. Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Internal Revenue Code"), imposes
limitations upon the federal income tax deductibility of compensation paid to
our chief executive officer and to each of our other four most highly
compensated executive officers. Under these limitations, we may deduct such
compensation only to the extent that during any year the compensation paid to
any such officer does not exceed $1,000,000 or meets certain specified
conditions (such as certain performance-based compensation that has been
approved by our shareholders). Based on our current compensation plans and
policies and proposed regulations interpreting the Internal Revenue Code, we
believe that, for the near future, there is not a significant risk that we will
lose any significant tax deduction for executive compensation. Our compensation
plans and policies may be modified if we and our compensation committee
determine that such an action is in the best interests of our shareholders.

The committee is currently comprised of Michael R. Hannon, Thomas H. Ginley
and Herbert Kean, each a non-employee director.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of January 31, 2002
regarding the beneficial ownership of our common stock by:

. each person known by us to beneficially own more than 5% percent of
any class of our common stock;

. each of our directors and Named Executive Officers; and

. all of our directors and executive officers as a group.

Each shareholder possesses sole voting and investment power with respect to
the shares listed, unless otherwise noted. Shares of common stock subject to
options currently exercisable or which are exercisable within 60 days are deemed
outstanding for calculating the percentage of outstanding shares of the person
holding these options but are not deemed outstanding for calculating the
percentage of any other person.

Common Stock
Class A (1) Class B (2)
---------------------------- ----------------------------
Percent of Percent of
Number of Shares Number of Shares Total Total
Beneficially Percent of Beneficially Percent of Economic Voting
Name of Beneficial Owner Owned (3) Class Owned (3) Class Interest Power
-------------------------------- ---------------- ---------- ---------------- ---------- ---------- ----------

Joseph M. Field (4)(5).......... 1,002,586 4.3% 9,782,555 92.9% 23.6% 70.4%
David J. Field (4)(6)........... 2,029,143 5.8 749,250 7.1 6.l 6.8
John C. Donlevie................ 91,702 * -- -- * *
Stephen F. Fisher............... 97,143 * -- -- * *
Herbert Kean ................... 710,238 3.0 -- -- 2.3 *
S. Gordon Elkins (4)(7)......... 2,519,003 7.2 -- -- 5.6 1.8
Thomas H. Ginley (8)............ 711,859 2.0 -- -- 1.6 *
Lee Hague....................... 11,251 * -- -- * *
Marie H. Field (4)(9)........... 1,002,586 4.3 380,000 3.6 3.1 1.0
Michael R. Hannon (10).......... 7,084 * -- -- * *
David J. Berkman................ 9,584 * -- -- * *
Putnam Investments, LLC (11)
One Post Office Square
Boston, MA 02109............... 3,568,856 10.2 -- -- 7.9 2.6
All directors and executive
officers as a group
(11 persons).................... 3,995,981 15.1 10,531,805 100 31.5 77.6

----------

* Less than one percent.

(1) For the purpose of calculating the percentage of Class A common stock held
by each shareholder, the total number of shares of Class A common stock
outstanding does not include the shares of Class A common stock issuable
upon conversion of the outstanding shares of Class B common stock. The
number of shares of Class A common stock also includes all issued shares of
restricted stock and shares that may be acquired within 60 days through the
exercise of options.

(2) The Class A common stock and the Class B common stock vote together as a
single class on all matters submitted to a vote of shareholders. Each share
of Class A common stock is entitled to one vote. Each share of Class B
common stock is entitled to ten votes, except: (a) any share not voted by
either Joseph M. Field or David J. Field is entitled to one vote; (b) the
holders of Class A common stock, voting as a separate class, are entitled
to elect two directors; (c) each share of Class B common stock is entitled
to one vote with respect to any "going private" transactions under the
Exchange Act; and (d) as required by law. The shares of Class B common
stock are convertible in whole or in part, at the option of the holder,
subject to certain conditions, into the same number of shares of Class A
common stock and shares that may be acquired within 60 days through the
exercise of options.

(3) Shares beneficially owned and percentage ownership are based on 34,829,917
shares of Class A common stock and 10,531,805 shares of Class B common
stock outstanding as of January 31, 2002. The number of shares of Class A
common stock also includes all issued shares of restricted stock and shares
that may be acquired within 60 days through the exercise of options.

(4) The address of these shareholders is 401 City Avenue, Suite 409, Bala
Cynwyd, Pennsylvania 19004.

(5) Includes with respect to Class A common stock (a) 558,607 shares of Class A
common stock beneficially owned by Marie H. Field, wife of Joseph M. Field,
(b) 38,578 shares of Class A common stock held of record by Joseph M. Field
as trustee of a trust for the benefit of a sister of Marie H. Field, (c)
106,549 shares of Class A common stock beneficially owned by Joseph M.
Field as a director and officer of the

Joseph and Marie Field Foundation, (d) 291,668 shares of Class A common
stock which may be acquired through the exercise of options and (e) 7,084
shares of Class A common stock which may be acquired by Marie H. Field,
wife of Joseph M. Field, through the exercise of options, and includes with
respect to Class B common stock, 380,000 shares of Class B common stock
beneficially owned by Marie H. Field, which Mr. Field may vote pursuant to
a revocable proxy. See Note 2 above.

(6) Includes (a) 306,094 shares of Class A common stock held of record by David
J. Field as co-trustee of a trust for the benefit of Nancy E. Field, (b)
513,876 shares of Class A common stock held of record by David J. Field as
co-trustee of a trust for the benefit of David J. Field and his children
and (c) 996,572 shares of Class A common stock held of record by David J.
Field as co-trustee of two trusts for the benefit of the descendants of
David J. Field and Nancy E. Field and (d) 212,501 shares of Class A common
stock which may be acquired through the exercise of options.

(7) Includes (a) 996,572 shares of Class A common stock held of record by Mr.
Elkins as co-trustee of two trusts for the benefit of the descendants of
David J. Field and Nancy E. Field, respectively (b) 513,876 shares of Class
A common stock held of record by Mr. Elkins as co-trustee of a trust for
the benefit of David J. Field and his children, (c) 613,150 shares of Class
A common stock held of record by Mr. Elkins as co-trustee of a trust for
the benefit of Nancy E. Field and her children, (d) 277,994 shares of Class
A common stock held of record by Mr. Elkins as trustee of a trust for the
benefit of Marie H. Field, (e) 106,549 shares of Class A common stock
beneficially owned by Mr. Elkins as a director and officer of the Joseph
and Marie Field Foundation and (f) 7,084 shares of Class A common stock
which may be acquired through the exercise of options.

(8) Includes (a) 556,775 shares of Class A common stock held by Thomas H.
Ginley in joint tenancy with his spouse, of which 250,000 shares are
pledged to Bear Stearns & Co. pursuant to a pre-paid forward purchase
contract, (b) 74,000 shares of Class A common stock owned of record by his
spouse, all of which are pledged to Bear Stearns & Co. pursuant to a pre-
paid forward purchase contract, (c) 74,000 shares of Class A common stock
held of record by his spouse as co-trustee of two trusts for the benefit of
their children, of which 37,000 shares are pledged to Bear Stearns & Co.
pursuant to a pre-paid forward purchase contract and (d) 7,084 shares of
Class A common stock which may be acquired through the exercise of options.

(9) Includes (a) 147,368 shares of Class A common stock held of record by Marie
H. Field as co-trustee of a trust for the benefit of David J. Field, (b)
306,094 shares of Class A common stock held of record by Marie H. Field as
co-trustee of a trust for the benefit of Nancy E. Field, (c) 38,578 shares
of Class A common stock held of record by Joseph M. Field, husband of Marie
H. Field, as trustee of a trust for the benefit of a sister of Marie H.
Field, (d) 106,549 shares of Class A common stock beneficially owned by
Marie H. Field as a director and officer of the Joseph and Marie Field
Foundation, (e) 7,084 shares of Class A common stock which may be acquired
through the exercise of options and (f) 291,668 shares of Class A common
stock which may be acquired by Joseph M. Field, husband of Marie H. Field,
through the exercise of options. Does not include 9,402,555 shares of Class
B common stock held by Joseph M. Field, Marie H. Field's spouse. See Note 2
above.

(10) Includes 7,084 shares of Class A common stock which may be acquired
through the exercise of options.

(11) Includes 3,287,176 shares beneficially owned by Putnam Investment
Management, LLC, 281,680 shares beneficially owned by The Putnam Advisory
Company, LLC and 1,965,000 shares beneficially owned by Putnam New
Opportunities Fund, each affiliates of Putnam Investments, LLC. Putnam
Investments LLC, has shared voting power with respect to 58,200 shares and
shared investment power with respect to all 3,568,856 shares. Putnam
Investment Management, LLC exercises sole voting power over none of the
shares, but has shared investment power with respect to 3,287,176 shares.
The Putnam Advisory Company, LLC exercises shared voting power over 58,200
shares and shared investment power over 281,680 shares.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our Executive
Officers and directors, and persons who own more than ten percent of a
registered class of our equity securities ("Reporting Persons"), to file reports
of beneficial ownership (Forms 3, 4 and 5) of our equity securities with the
Commission and the New York Stock Exchange. Based solely on our review of Forms
3, 4 and 5 and amendments thereto furnished to us, we believe the Reporting
Persons of Entercom were in compliance with these requirements for 2001 other
than Herbert Kean who was late in reporting a transaction on Form 4.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

S. Gordon Elkins, one of our directors, is affiliated with the law firm of
Stradley Ronon Stevens & Young. This firm has served as our outside counsel on
various matters. For the years ended December 31, 1999, 2000 and 2001, we
incurred legal fees from Stradley Ronon Stevens & Young in the amounts of $0.2
million, $0.1 million and $0.1 million, respectively.

INDEPENDENT AUDITORS

We dismissed Deloitte & Touche LLP as our independent auditors on March 23,
2001, and engaged Arthur Andersen LLP as our new independent auditors as of such
date. Our shareholders ratified the appointment of Arthur Anderson LLP as our
independent auditors for the 2001 year at the 2001 annual meeting. The decision
to change independent auditors was recommended by the audit committee to the
board of directors and was approved by the board of directors. Deloitte & Touche
LLP's reports on our financial statements for the years ended December 31, 2000
and 1999 did not contain an adverse opinion or a disclaimer of opinion, nor were
such reports qualified or modified as to uncertainty, audit scope or accounting
principles. During the years ended December 31, 1999 and December 31, 2000, and
the subsequent interim period through March 23, 2001, there were no
disagreements with Deloitte & Touche LLP on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to Deloitte & Touche LLP's satisfaction,
would have caused Deloitte & Touche LLP to make reference to the subject matter
of the disagreements in connection with its report. There were no reportable
events (as defined in Regulation S-K, Item 304(a)(1)(v)) during the years ended
December 31, 1999 and 2000 and the subsequent interim period through March 23,
2001.

We have provided each of Deloitte & Touche LLP and Arthur Andersen LLP with
a copy of the above disclosure.

During the years ended December 31, 1999 and 2000 and during the subsequent
interim period through March 23, 2001, preceding the engagement of Arthur
Andersen LLP, neither us nor anyone on our behalf consulted with Arthur Andersen
LLP regarding the application of accounting principles to any transactions,
either completed or proposed; or the type of audit opinion that might be
rendered on our financial statements, and in connection therewith either a
written report or oral advice was provided to us that Arthur Andersen LLP
concluded was an important factor considered by us in reaching a decision as to
the accounting, auditing or financial reporting issue. In June 1998, Sinclair
Broadcast Group, Inc. ("Sinclair") acquired certain radio broadcast stations
from Heritage Media Services, Inc. and immediately sold seven of these stations
to us. As a result of this acquisition, we were required to include certain
audited financial statements pertaining to the seven stations in our filings
with the Securities and Exchange Commission. Arthur Andersen LLP were the
independent auditors for Sinclair at the time of this acquisition and were doing
the audit work for Sinclair in connection with the acquisition. We engaged
Arthur Andersen LLP to prepare the audit for the seven stations that we acquired
due to Arthur Andersen LLP's association with the transaction. In addition, in
December 1999 and July 2000, we acquired additional radio broadcast stations
from Sinclair. As a result of these acquisitions, we were required to include
certain audited financial statements pertaining to these stations in our filings
with the Securities and Exchange Commission. Arthur Andersen LLP had audited
certain financial statements pertaining to these stations for Sinclair and
provided us with consents to use these audited financial statements in certain
of our filings with the Commission.

Our board of directors, upon the recommendation of the audit committee, has
appointed Arthur Andersen LLP to serve as our independent auditors for the 2002
year. However, in light of the ongoing governmental investigation of Arthur
Andersen LLP and the uncertainty arising therefrom, the Board of Directors has
decided not to submit that appointment to our shareholders for ratification at
this time. Representatives of Arthur Andersen LLP are expected to be present at
the annual meeting. Such representatives will have an opportunity to make a
statement if they desire to do so and are expected to be available to respond to
appropriate questions.

OTHER MATTERS

We do not know of any other matters to be presented at the annual meeting
other than those discussed in this proxy statement. If however, other matters
are properly brought before the annual meeting, your proxies will be able to
vote those matters at their discretion.

SHAREHOLDER PROPOSALS FOR 2003 ANNUAL MEETING

In order for shareholder proposals to be included in the proxy statement
for the 2003 annual meeting, we must receive them no later than December 2,
2002. To be considered for inclusion in our proxy statement for that meeting,
shareholder proposals must be in compliance with Rule 14a-8 under the Exchange
Act and with our

bylaws. They must also be submitted in writing by notice delivered to the
Corporate Secretary, Entercom Communications Corp., 401 City Avenue, Suite 409,
Bala Cynwyd, Pennsylvania 19004.

Our bylaws require that for director nominations to be properly brought
before an annual meeting by a shareholder, the shareholder must have given
notice no later than March 5, 2003. This notice requirement is a separate
requirement from the requirement above relating to the inclusion of shareholder
proposals in a proxy statement. For such nomination to be included in the proxy
materials, it must set forth:

. the shareholder's name and address;

. the number of shares of our common stock the shareholder held of
record, owned beneficially or represented by proxy as of the date of
the notice;

. such information regarding each nominee as would have been required to
be included in a proxy statement filed pursuant to Regulation 14A of
the Exchange Act had proxies been solicited with respect to such
nominee by management or our board of directors;

. a description of all arrangements or understandings among the
shareholder and each nominee and any other person or persons pursuant
to which such nomination or nominations are to be made by the
shareholder; and

. the consent of each nominee to serve as director if elected.

Any such nomination must be submitted in writing by notice delivered to the
Corporate Secretary at the address set forth above.

If we have not received notice on or before February 15, 2003 of any matter
a shareholder intends to propose for a vote at the 2003 annual meeting, then a
proxy solicited by the board of directors may be voted on such matter in the
discretion of the proxy holder.

ANNUAL REPORT

We are mailing a copy of our 2001 Annual Report together with this proxy
statement to shareholders of record on the annual meeting record date. Any
shareholder who desires an additional copy may obtain it, without charge, by
addressing a request to the Corporate Secretary, Entercom Communications Corp.,
401 City Avenue, Suite 409, Bala Cynwyd, Pennsylvania 19004.

APPENDIX A

Audit Committee Charter

Role and Independence

The audit committee of the board of directors assists the board in fulfilling
its responsibility for oversight of the quality and integrity of the accounting,
auditing, and reporting practices of the corporation and such other duties as
directed by the board. The membership of the committee shall consist of at least
three directors who are generally knowledgeable in financial and auditing
matters, including at least one member with accounting or related financial
management expertise. Each member shall be free of any relationship that, in the
opinion of the board, would interfere with his or her individual exercise of
independent judgment. The committee is expected to maintain free and open
communication (including private executive sessions at least annually) with the
independent auditors, the internal auditors, and the management of the
corporation. In discharging this oversight role, the committee is empowered to
investigate any matter bought to its attention, with full power to retain
outside counsel or other experts for this purpose. This charter shall be
reviewed, updated and approved annually by the Board of Directors.

Responsibilities

The audit committee's primary responsibilities include:

- Primary input into the recommendation to the board for the selection and
retention of the independent auditors that audit the financial statements
of the corporation. In the process, the committee will discuss and consider
the auditors' written affirmation that the auditors are in fact
independent, will discuss the nature and rigor of the audit process,
receive and review all reports, and will provide to the independent
auditors full access to the committee (and the board) to report on any and
all appropriate matters.

- Provision of guidance and oversight to the internal audit function of the
corporation, including review of the organization, plans, and results of
such activity.

- Review of financial statements with management and the independent
auditors. It is anticipated that these discussions will include quality of
earnings, review of reserves and accruals, consideration of the suitability
of accounting principles, review of highly judgmental areas, audit
adjustments whether or not recorded, and such other inquiries as may be
appropriate. Based on the review, the committee shall make its
recommendation to the board as to the inclusion of the financial statements
in the annual report on Form 10-K.

- Discussion with management and the independent auditors of the quality and
adequacy of the company's internal controls.

- Discussion with management of the status of pending litigation, taxation
matters, and other areas of oversight to the legal and
compliance area as may be appropriate.

Reporting on audit committee activities to the full board and issuance annually
of a summary report (including appropriate oversight conclusions) suitable for
submission to the shareholders.

ANNUAL MEETING OF SHAREHOLDERS
OF ENTERCOM COMMUNICATIONS CORP.

The 2001 Annual Meeting of Shareholders of Entercom Communications Corp.
will be held on Thursday, May 2, 2002 at the Radnor Hotel, 591 East Lancaster
Ave., St. Davids, Pennsylvania, 19087. The meeting will begin at 10:00 a.m.,
with a continental breakfast being provided to shareholders attending the
meeting. Doors to the meeting will open at 9:30 a.m.

Directions and Accommodations:

Radnor Hotel
591 East Lancaster Avenue
St. Davids, PA 19087
610-688-5800

Directions:

From Downtown Philadelphia - I-76 West to I-476 South (Blue Route). Follow I-476
South to US-30 exit (Villanova-St. Davids), keep left at the fork in the ramp.
Turn left onto Lancaster Avenue/US 30 West. Proceed to Radnor Chester Road, turn
right into Radnor Hotel.

From Philadelphia International Airport - Interstate 95 South to I-476 North
(Blue Route). Follow I-476 North to the US-30 exit (Villanova-St. Davids), keep
left at the fork in the ramp. Turn left onto Lancaster Avenue/US 30 West.
Proceed to Radnor Chester Road, turn right into Radnor Hotel.

ENTERCOM COMMUNICATIONS CORP.

PROXY FOR CLASS A COMMON STOCK

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD on
THURSDAY, May 2, 2002 AT 10:00 A.M.

The undersigned holder of Class A common stock, par value $0.01, of
Entercom Communications Corp. (the "Company") hereby appoints Joseph M. Field
and John C. Donlevie or either of them, proxies for the undersigned, each with
full power of substitution, to represent and to vote as specified in this proxy
all Class A common stock of the Company that the undersigned shareholder would
be entitled to vote if personally present at the Annual Meeting of Shareholders
(the "Annual Meeting") to be held on Thursday, May 2, 2002 at 10:00 a.m. local
time, at the Radnor Hotel, 591 East Lancaster Ave., St. Davids, Pennsylvania,
19087, and at any adjournments or postponements of the Annual Meeting. The
undersigned shareholder hereby revokes any proxy or proxies heretofore executed
for such matters.

This proxy, when properly executed, will be voted in the manner as
directed herein by the undersigned shareholder. If no direction is made, this
proxy will be voted FOR each of the proposals and in the discretion of the
proxies as to any other matters that may properly come before the Annual
Meeting. The undersigned shareholder may revoke this proxy at any time before it
is voted by delivering to the Corporate Secretary of the Company either a
written revocation of the proxy or a duly executed proxy bearing a later date,
or by appearing at the Annual Meeting and voting in person.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 and 2.

PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED
RETURN ENVELOPE. If you receive more than one proxy card, please sign and return
ALL cards in the enclosed envelope.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)

(Reverse)

Entercom Communications Corp.

1. PROPOSAL 1 - Election of Class A Directors

[ ] FOR [ ] WITHHOLD AUTHORITY [ ] EXCEPTIONS
to vote for all
nominees listed below

Nominees: David J. Berkman and Lee Hague.
(INSTRUCTIONS: to withhold authority to vote for any individual
nominee, mark the "EXCEPTIONS" box and write that nominee's
name in the space provided below.)
Exceptions:

______________________________________________________________________

2. PROPOSAL 2 - Election of Other Directors

[ ] FOR [ ] WITHHOLD AUTHORITY [ ] EXCEPTIONS
to vote for all
nominees listed below

Nominees: Joseph M. Field, David J. Field, John C. Donlevie, Herbert
Kean and Marie H. Field. (INSTRUCTIONS: to withhold authority to vote
for any individual nominee, mark the "EXCEPTIONS" box and write that
nominee's name in the space provided below.)
Exceptions:

______________________________________________________________________

3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any
adjournment thereof.

The undersigned acknowledges receipt of the accompanying Notice of
Annual Meeting of Shareholders and Proxy Statement in which Proposals 1 and 2
are fully explained.

Signature: _____________Signature (if held jointly): _____________ Date: _______

Please date and sign exactly as your name(s) is (are) shown on the
share certificate(s) to which the proxy applies. When shares are held as
joint-tenants, both should sign. When signing as an executor, administrator,
trustee, guardian, attorney-in-fact or other fiduciary, please give full title
as such. When signing as a corporation, please sign in full corporate name by
President or other authorized officer. When signing as a partnership, please
sign in partnership name by an authorized person.

ENTERCOM COMMUNICATIONS CORP.

PROXY FOR CLASS B COMMON STOCK

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD on
THURSDAY, MAY 2, 2002 AT 10:00 A.M.

The undersigned holder of Class B common stock, par value $0.01, of
Entercom Communications Corp. (the "Company") hereby appoints Joseph M. Field
and John C. Donlevie or either of them, proxies for the undersigned, each with
full power of substitution, to represent and to vote as specified in this proxy
all Class B common stock of the Company that the undersigned shareholder would
be entitled to vote if personally present at the Annual Meeting of Shareholders
(the "Annual Meeting") to be held on Thursday, May 2, 2002 at 10:00 a.m. local
time, at the Radnor Hotel, 591 East Lancaster Ave., St. Davids, Pennsylvania,
19087, and at any adjournments or postponements of the Annual Meeting. The
undersigned shareholder hereby revokes any proxy or proxies heretofore executed
for such matters.

This proxy, when properly executed, will be voted in the manner as
directed herein by the undersigned shareholder. If no direction is made, this
proxy will be voted FOR proposal 2 and in the discretion of the proxies as to
any other matters that may properly come before the Annual Meeting. The
undersigned shareholder may revoke this proxy at any time before it is voted by
delivering to the Corporate Secretary of the Company either a written revocation
of the proxy or a duly executed proxy bearing a later date, or by appearing at
the Annual Meeting and voting in person.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 2.

PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE
ENCLOSED RETURN ENVELOPE. If you receive more than one proxy card, please sign
and return ALL cards in the enclosed envelope.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)

(Reverse)

Entercom Communications Corp.

1. PROPOSAL 2 - Election of Other Directors

[ ] FOR [ ] WITHHOLD AUTHORITY [ ] EXCEPTIONS
to vote for all
nominees listed below

----------------------------------------------------------------------

2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any
adjournment thereof.

The undersigned acknowledges receipt of the accompanying Notice of
Annual Meeting of Shareholders and Proxy Statement in which Proposal 2 is fully
explained.

Signature:_____________Signature (if held jointly):______________Date: _________