Clear Channel Communications, Inc.

P.O. Box 659512
San Antonio, Texas 78265-9512

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 22, 2007

          As a shareholder of Clear Channel Communications, Inc., you are hereby given notice of and invited to attend, in person or by proxy, the Annual Meeting of Shareholders of Clear Channel Communications, Inc. to be held at The Airport Doubletree Hotel, 37 NE Loop 410, San Antonio, Texas 78216, on May 22, 2007, at 8:00 a.m. local time, for the following purposes:

	1.		to elect 11 directors to serve for the coming year;
	2.		to ratify the selection of Ernst & Young LLP as independent auditors for the year ending December 31, 2007;
	3.		to consider four shareholder proposals, if presented at the meeting; and
	4.		to transact any other business which may properly come before the meeting or any adjournment thereof.

          Only shareholders of record at the close of business on April 2, 2007 are entitled to notice of and to vote at the meeting.

          Two cut-out admission tickets are included on the back cover of this document and are required for admission to the meeting. Please contact Clear Channel’s Secretary at Clear Channel’s corporate headquarters if you need additional tickets. If you plan to attend the annual meeting, please note that space limitations make it necessary to limit attendance to shareholders and one guest. Admission to the annual meeting will be on a first-come, first-served basis. Registration and seating will begin at 7:30 a.m. Each shareholder may be asked to present valid picture identification, such as a driver’s license or passport. Shareholders holding stock in brokerage accounts (“street name” holders) will need to bring a copy of a brokerage statement reflecting stock ownership as of the record date. Cameras (including cellular telephones with photographic capabilities), recording devices and other electronic devices will not be permitted at the annual meeting. The annual meeting will begin promptly at 8:00 a.m.

          Your attention is directed to the accompanying proxy statement. In addition, although mere attendance at the meeting will not revoke your proxy, if you attend the meeting you may revoke your proxy and vote in person. To assure that your shares are represented at the meeting, please complete, date, sign and mail the enclosed proxy card in the return envelope provided for that purpose.

San Antonio, Texas
April 30, 2007

2007 ANNUAL MEETING OF SHAREHOLDERS NOTICE OF ANNUAL MEETING
AND PROXY STATEMENT TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING			1
THE BOARD OF DIRECTORS			3
Board Meetings			3
Shareholder Meeting Attendance			4
Independence of Directors			4
Committees of the Board			6
Shareholder Communication with the Board			8
PROPOSAL 1: ELECTION OF DIRECTORS			8
CODE OF BUSINESS CONDUCT AND ETHICS			9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			10
COMPENSATION COMMITTEE REPORT			11
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS			12
Summary Compensation			19
Grants of Plan-Based Awards			23
Outstanding Equity Awards at Fiscal Year End			26
Option Exercises and Stock Vested			27
Nonqualified Defined Contribution and Nonqualified Deferred Compensation Plans			27
Director Compensation			36
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			36
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			37
TRANSACTIONS WITH RELATED PERSONS			37
AUDIT COMMITTEE REPORT			38
AUDITOR FEES			40
PROPOSAL 2: SELECTION OF INDEPENDENT AUDITORS			40
PROPOSALS 3, 4, 5 AND 6 - SHAREHOLDER PROPOSALS			41
SHAREHOLDER PROPOSALS FOR THE 2008 ANNUAL MEETING			48
ADVANCE NOTICE PROCEDURES			48
OTHER MATTERS			48
NYSE MATTERS			48
GENERAL			48
APPENDIX A — FINANCIAL STATEMENTS, FOOTNOTES AND OTHER DATA			A-1

PROXY STATEMENT

     This proxy statement contains information related to the annual meeting of shareholders of Clear Channel Communications, Inc. to be held on Tuesday, May 22, 2007, beginning at 8:00 a.m., at the Airport Doubletree Hotel, 37 NE Loop 410, San Antonio, Texas, and at any postponements or adjournments thereof. This proxy statement is being mailed to shareholders on or about May 7, 2007.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

Q:		Why am I receiving these materials?

A:		Clear Channel’s Board of Directors (the “Board”) is providing these proxy materials for you in connection with Clear Channel’s annual meeting of shareholders (the “annual meeting”), which will take place on May 22, 2007. The Board is soliciting proxies to be used at the annual meeting. You are also invited to attend the annual meeting and are requested to vote on the proposals described in this proxy statement.

Q:		What information is contained in these materials?

A:		The information included in this proxy statement relates to the proposals to be voted on at the annual meeting, the voting process, the compensation of our directors and our most highly paid executive officers, and certain other required information. Following this proxy statement are excerpts from Clear Channel’s 2006 Annual Report on Form 10-K including Consolidated Financial Statements, Notes to the Consolidated Financial Statements, and Management’s Discussion and Analysis. A Proxy Card and a return envelope are also enclosed.

Q:		What proposals will be voted on at the annual meeting?

A:		There may be up to six proposals scheduled to be voted on at the annual meeting: the election of directors, the ratification of Ernst & Young LLP as Clear Channel’s independent accountants for the year ending December 31, 2007, and, if presented, four shareholder proposals.

Q:		Which of my shares may I vote?

A:		All shares owned by you as of the close of business on April 2, 2007 (the “Record Date”) may be voted by you. These shares include shares that are: (1) held directly in your name as the shareholder of record, and (2) held for you as the beneficial owner through a stockbroker, bank or other nominee. Each of your shares is entitled to one vote at the annual meeting.

Q:		What is the difference between holding shares as a shareholder of record and as a beneficial owner?

A:		Most shareholders of Clear Channel hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

     SHAREHOLDER OF RECORD: If your shares are registered directly in your name with Clear Channel’s transfer agent, The Bank of New York, you are considered, with respect to those shares, the shareholder of record, and these proxy materials are being sent directly to you by The Bank of New York on behalf of Clear Channel. As the shareholder of record, you have the right to grant your voting proxy directly to Clear Channel or to vote in person at the annual meeting. Clear Channel has enclosed a proxy card for you to use.

     BENEFICIAL OWNER: If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials

are being forwarded to you by your broker or nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker on how to vote and are also invited to attend the annual meeting. However, since you are not the shareholder of record, you may not vote these shares in person at the annual meeting, unless you obtain a signed proxy from the record holder giving you the right to vote the shares. Your broker or nominee has enclosed a voting instruction card for you to use in directing the broker or nominee regarding how to vote your shares.

Q:		If my shares are held in “street name” by my broker, will my broker vote my shares for me?

A:		Under New York Stock Exchange (“NYSE”) rules, brokers will have discretion to vote the shares of customers who fail to provide voting instructions. Your broker will send you directions on how you can instruct your broker to vote. If you do not provide instructions to your broker to vote your shares, they may either vote your shares on the matters being presented at the annual meeting or leave your shares unvoted.

Q:		How can I vote my shares in person at the annual meeting?

A:		Shares held directly in your name as the shareholder of record may be voted by you in person at the annual meeting. If you choose to do so, please bring the enclosed proxy card and proof of identification. Even if you plan to attend the annual meeting, Clear Channel recommends that you also submit your proxy as described below so that your vote will be counted if you later decide not to attend the annual meeting. You may request that your previously submitted proxy card not be used if you desire to vote in person when you attend the annual meeting. Shares held in “street name” may be voted in person by you at the annual meeting only if you obtain a signed proxy from the record holder giving you the right to vote the shares. Your vote is important. Accordingly, you are urged to sign and return the accompanying proxy card whether or not you plan to attend the annual meeting.

		If you plan to attend the annual meeting, please note that space limitations make it necessary to limit attendance to shareholders and one guest. Admission to the annual meeting will be on a first-come, first-served basis. Registration and seating will begin at 7:30 a.m. Each shareholder may be asked to present valid picture identification, such as a driver’s license or passport. Shareholders holding stock in brokerage accounts (“street name” holders) will need to bring a copy of a brokerage statement reflecting stock ownership as of the record date. Cameras (including cellular telephones with photographic capabilities), recording devices and other electronic devices will not be permitted at the annual meeting.

Q:		How can I vote my shares without attending the annual meeting?

A:		Whether you hold shares directly as the shareholder of record or beneficially in “street name,” when you return your proxy card or voting instructions accompanying this proxy statement, properly signed, the shares represented will be voted in accordance with your directions. You can specify your choices by marking the appropriate boxes on the enclosed proxy card.

Q:		May I change my vote?

A:		If you are a shareholder of record, you may change your vote or revoke your proxy at any time before your shares are voted at the annual meeting by sending the Secretary of Clear Channel a proxy card dated later than your last vote, notifying the Secretary of Clear Channel in writing, or voting at the annual meeting.

Q		What if I return my proxy card without specifying my voting choices?

A:		If your proxy card is signed and returned without specifying choices, the shares will be voted as recommended by the Board.

Q:		What does it mean if I receive more than one proxy or voting instruction card?

A:		It means your shares are registered differently or are in more than one account. Please provide voting instructions for all proxy and voting instruction cards you receive.

Q:		What constitutes a quorum?

A:		The presence, in person or by proxy, of the holders of a majority of the outstanding shares of Clear Channel’s Common Stock is necessary to constitute a quorum at the annual meeting. Only votes cast “for” a matter constitute affirmative votes. Votes “withheld” or abstaining from voting are counted for quorum purposes, but since they are not cast “for” a particular matter, they will have the same effect as negative votes or a vote “against” a particular matter.

		Under New York Stock Exchange Rules, the proposals to elect directors and to ratify the selection of independent auditors are considered “discretionary” items. This means that brokerage firms may vote in their discretion on these matters on behalf of clients who have not furnished voting instructions at least 15 days before the date of the annual meeting. In contrast, the shareholder proposals are “non-discretionary” items. This means brokerage firms that have not received voting instructions from their clients on these proposals may not vote on them. These so-called “broker non-votes” will be included in the calculation of the number of votes considered to be present at the annual meeting for purposes of determining a quorum, but will not be considered in determining the number of votes necessary for approval and will have no effect on the outcome of the vote for the shareholder proposals.

Q:		What are Clear Channel’s voting recommendations?

A:		The Board recommends that you vote your shares “FOR” each of the nominees to the Board, “FOR” the ratification of Ernst & Young LLP as Clear Channel’s independent accountants for the year ending December 31, 2007, and “AGAINST” the four shareholder proposals.

Q:		Where can I find the voting results of the annual meeting?

A:		Clear Channel will announce preliminary voting results at the annual meeting and publish final results in Clear Channel’s quarterly report on Form 10-Q for the second quarter of 2007, which will be filed with the Securities and Exchange Commission (the “SEC”) by August 9, 2007.

THE BOARD OF DIRECTORS

     The Board is responsible for the management and direction of Clear Channel and for establishing broad corporate policies. However, in accordance with corporate legal principles, it is not involved in day-to-day operating details. Members of the Board are kept informed of Clear Channel’s business through discussions with the Chief Executive Officer, the President and Chief Financial Officer and other executive officers, by reviewing analyses and reports sent to them, and by participating in board and committee meetings.

BOARD MEETINGS

     During 2006, the Board held thirteen meetings (four regular meetings and nine special meetings). Each of the nominees named below attended at least 75% of the aggregate of the total number of meetings of the Board held during such director’s term and at least 75% of the total number of meetings held by committees of the Board on which that director served, except that Mr. Watts attended all four regular meetings and four of the nine special meetings.

SHAREHOLDER MEETING ATTENDANCE

          Clear Channel encourages, but does not require, directors to attend the annual meetings of shareholders. All eleven members of the Board were in attendance at Clear Channel’s 2006 Annual Meeting of Shareholders.

INDEPENDENCE OF DIRECTORS

          The Board has adopted a set of Corporate Governance Guidelines, addressing, among other things, standards for evaluating the independence of Clear Channel’s directors. The full text of the guidelines can be found on Clear Channel’s Internet website at www.clearchannel.com. A copy may also be obtained upon request from the Secretary of Clear Channel. In February 2005, the Board enhanced its Corporate Governance Guidelines by adopting the following standards for determining the independence of its members:

	1.		A director must not be, or have been within the last three years, an employee of Clear Channel. In addition, a director’s immediate family member (“immediate family member is defined to include a person’s spouse, parents, children, siblings, mother and father-in-law, sons and daughters-in-law and anyone (other than domestic employees) who shares such person’s home) must not be, or have been within the last three years, an executive officer of Clear Channel.
	2.		A director or immediate family member must not have received, during any twelve month period within the last three years, more than $100,000 per year in direct compensation from Clear Channel, other than as director or committee fees and pension or other forms of deferred compensation for prior service (and no such compensation may be contingent in any way on continued service).
	3.		A director must not be a current partner of a firm that is Clear Channel’s internal or external auditor or a current employee of such a firm. In addition, a director must not have an immediate family member who is a current employee of such a firm and who participates in the firm’s audit, assurance or tax compliance (but not tax planning) practice. Finally, a director or immediate family member must not have been, within the last three years, a partner or employee of such a firm and personally worked on Clear Channel’s audit within that time.
	4.		A director or an immediate family member must not be, or have been within the last three years, employed as an executive officer of another company where any of Clear Channel’s present executive officers at the same time serve or served on that company’s compensation committee.
	5.		A director must not (a) be a current employee, and no director’s immediate family member may be a current executive officer, of any company that has made payments to, or received payments from, Clear Channel (together with its consolidated subsidiaries) for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues.
	6.		A director must not own, together with ownership interests of his or her family, ten percent (10%) or more of any company that has made payments to, or received payments from, Clear Channel (together with its consolidated subsidiaries) for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues.
	7.		A director or immediate family member must not be or have been during the last three years, a director, trustee or officer of a charitable organization (or hold a similar position), to which Clear Channel (together with its consolidated subsidiaries) makes contributions in an amount which, in any of the last three fiscal years, exceeds the greater of $50,000, or 5% of such organization’s consolidated gross revenues.

          Pursuant to the Corporate Governance Guidelines, the Board undertook its annual review of director independence in March 2007. During this review, the Board considered transactions and relationships during the prior year between each director or any member of his or her immediate family and Clear Channel and its subsidiaries, affiliates and investors, including those reported under “Transactions With Related Persons” below. The Board also examined transactions and relationships between directors or their affiliates and members of the senior management or their affiliates. As provided in the Corporate Governance Guidelines, the purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent.

     As a result of this review, the Board affirmatively determined that, of the directors nominated for election at the annual meeting, B. J. McCombs, Alan D. Feld, Perry J. Lewis, Phyllis B. Riggins, Theodore H. Strauss, J. C. Watts, John H. Williams and John B. Zachry are independent of Clear Channel and its management under the listing standards of the NYSE and the standards set forth in the Corporate Governance Guidelines, including those standards enumerated in paragraphs 1-7 above. In addition, the Board has determined that every member of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee is independent. While in its review the Board noted certain longtime business and personal relationships between certain of the members of the Board that are not required to be described under the heading “Compensation Committee Interlocks And Insider Participation” or under the heading “Transactions With Related Persons” found on page 37 of this document, it concluded that none of business or personal relationships impaired any of the above-named Board members’ independence.

     The rules of the NYSE require that non-management directors of a listed company meet periodically in executive sessions. Clear Channel’s non-management directors have met separately in executive sessions without management present.

     The Board has created the office of Presiding Director to serve as the lead non-management director of the Board. The Board has established that the office of the Presiding Director shall at all times be held by an “independent” director, as that term is defined from time to time by the listing standards of the NYSE and as determined by the Board in accordance with the Board’s Corporate Governance Guidelines. The Presiding Director has the power and authority to do the following:

	•		to preside at all meetings of non-management directors when they meet in executive session without management participation;
	•		to set agendas, priorities and procedures for meetings of non-management directors meeting in executive session without management participation;
	•		to generally assist the Chairman of the Board;
	•		to add agenda items to the established agenda for meetings of the Board;
	•		to request access to Clear Channel’s management, employees and its independent advisers for purposes of discharging his or her duties and responsibilities as a director; and
	•		to retain independent outside financial, legal or other advisors at any time, at the expense of Clear Channel, on behalf of any committee or subcommittee of the Board.

     The directors serving as the chairperson of the Compensation Committee of the Board, the chairperson of the Audit Committee of the Board and the chairperson of the Nominating and Governance Committee of the Board shall each take turns serving as the Presiding Director on a rotating basis, each such rotation to take place effective the first day of each calendar quarter.

     Currently, Mr. Lewis, the Chairman of the Audit Committee, is serving as the Presiding Director. As part of the standard rotation established by the Board, Mr. Feld, the Chairman of the Nominated and Governance Committee, will begin his service as the Presiding Director on July 1, 2007.

COMMITTEES OF THE BOARD

     The Board has three standing committees: the Compensation Committee, the Nominating and Governance Committee and the Audit Committee. The Compensation Committee has established an Executive Performance Subcommittee. Each committee has a written charter which guides its operations. The written charters are all available on Clear Channel’s Internet website at www.clearchannel.com, or a copy may be obtained upon request from the Secretary of Clear Channel. The table below sets forth members of each committee.

BOARD COMMITTEE MEMBERSHIP

Executive

Nominating and

Compensation

Performance

Governance

Audit

Name

Committee

Subcommittee

Committee

Committee

Alan D. Feld

X

*

Perry J. Lewis

X

*

B. J. McCombs

X

X

Phyllis B. Riggins

X

Theodore H. Strauss

X

X

J. C. Watts

X

X

John H. Williams

X

X

John B. Zachry

X

*

X

*

X

The Compensation Committee

     The Compensation Committee administers Clear Channel’s stock option plans and performance-based compensation plans, determines compensation arrangements for all officers and makes recommendations to the Board concerning the compensation of directors of Clear Channel and its subsidiaries (except with respect to matters entrusted to the Executive Performance Subcommittee as described below and matters related to the compensation of the officers and directors of the Company’s publicly traded subsidiary, Clear Channel Outdoor Holdings, Inc.). The Compensation Committee met 5 times during 2006. All members of the Compensation Committee are independent as defined by the listing standards of the NYSE and Clear Channel’s independence standards.

     The Compensation Committee has the ability, under its charter, to select and retain, at the expense of the Company, independent legal and financial counsel and other consultants necessary to assist the Compensation Committee as the Compensation Committee may deem appropriate, in its sole discretion. The Compensation Committee also has the authority to select and retain any compensation consultant to be used to survey the compensation practices in Clear Channel’s industry and to provide advice so that Clear Channel can maintain its competitive ability to recruit and retain highly qualified personnel. The Compensation Committee has the sole authority to approve related fees and retention terms for any of its counsel and consultants. Hewitt Associates serves as the Compensation Committee’s compensation consultant, and works directly for the Compensation Committee. Hewitt Associates does not perform any other services for Clear Channel.

     The Compensation Committee’s primary responsibilities, which are discussed in detail within its charter, are to:

	•		assist the Board in ensuring that a proper system of long-term and short-term compensation is in place to provide performance-oriented incentives to management, and that compensation plans are appropriate and competitive and properly reflect the objectives and performance of management and Clear Channel;
	•		review and approve corporate goals and objectives relevant to the compensation of Clear Channel’s Chief Executive Officer and to evaluate the CEO’s performance in light of those goals and objectives, and to determine and approve the CEO’s compensation level based on this evaluation; and
	•		make recommendations to the Board with respect to non-CEO compensation, incentive-compensation plans and equity-based plans.

     The Compensation Committee has the authority to delegate its responsibilities to subcommittees of the Compensation Committee if the Compensation Committee determines such delegation would be in the best interest of Clear Channel.

     The Executive Performance Subcommittee of the Compensation Committee has as its principal responsibility to review and advise the Board with respect to performance-based compensation of executive and other corporate officers who are, or who are likely to become, subject to Section 162(m) of the Internal Revenue Code. Section 162(m), which among other things, limits the deductibility of compensation in excess of $1 million paid to a corporation’s chief executive officer and the four other most highly compensated executive officers. The Executive Performance Subcommittee of the Compensation Committee met one time during 2006.

The Nominating and Governance Committee

     The Nominating and Governance Committee is responsible for developing and reviewing background information for candidates for the Board of Directors, including those recommended by shareholders, and makes recommendations to the Board of Directors regarding such candidates as well as committee membership. The Nominating and Governance Committee met three times during 2006. All members of the Nominating and Governance Committee are independent as defined by the listing standards of the NYSE and Clear Channel’s independence standards.

     Our directors play a critical role in guiding Clear Channel’s strategic direction and oversee the management of Clear Channel. Board candidates are considered based upon various criteria, such as their broad-based business and professional skills and experiences, global business and social perspectives, concern for the long-term interests of the shareholders, and personal integrity and judgment. In addition, directors must have time available to devote to Board activities and to enhance their knowledge of the industries in which Clear Channel operates.

     Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to Clear Channel. Recent developments in corporate governance and financial reporting have resulted in an increased demand for such highly qualified and productive public company directors.

     The Nominating and Governance Committee will consider director candidates recommended by shareholders. Any shareholder wishing to propose a nominee should submit a recommendation in writing to the Secretary of Clear Channel not less than 90 days nor more than 120 days prior to the first anniversary of the date on which Clear Channel first mailed its proxy materials for the preceding year’s annual meeting of shareholders. Such a written recommendation must set forth (A) all information relating to the director candidate that is required to be disclosed in solicitations of proxies for election of directors in a contested election, or that is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, such as the director candidate’s written consent to be named in the proxy statement as a nominee and to serve as a director if elected and (B) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among the recommending shareholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert with them, on the one hand, and each proposed director candidate, and his or her respective affiliates and associates, or others acting in concert with them, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the shareholder making the recommendation and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant. The requirements for a shareholder to provide the more detailed information in connection with a nomination of a director candidate described in the previous sentence were added to Article II Section 5 of Clear Channel’s bylaws by the Board on July 25, 2006. Shareholders should direct such proposals to: Board of Directors — Presiding Director, P.O. Box 659512 San Antonio, Texas 75265-9512.

The Audit Committee

     The Audit Committee is responsible for reviewing Clear Channel’s accounting practices and audit procedures. Additionally, Audit Committee members Perry J. Lewis and Phyllis B. Riggins have both been designated as “Financial Experts” as defined by the SEC. See the Audit Committee Report later in this document, which details the duties and performance of the Committee. The Audit Committee met eight times during 2006. All members of the Audit Committee are independent as defined by the listing standards of the NYSE and Clear Channel’s independence standards.

SHAREHOLDER COMMUNICATION WITH THE BOARD

     Shareholders desiring to communicate with the Board should do so by sending regular mail to Board of Directors — Presiding Director, P.O. Box 659512 San Antonio, Texas 75265-9512.

PROPOSAL 1: ELECTION OF DIRECTORS

     The Board intends to nominate at the annual meeting of shareholders the 11 persons listed as nominees below. Each of the directors elected at the annual meeting will serve until the next annual meeting of shareholders or until his or her successor shall have been elected and qualified, subject to earlier resignation and removal. The directors are to be elected by a majority of the votes cast at the annual meeting by the holders of the shares of Clear Channel common stock represented and entitled to be voted at the annual meeting. A majority of the votes cast means that the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST” that director nominee. Abstentions shall not count as a vote cast in the election of a director nominee. Each of the nominees listed below is currently a director and is standing for re-election. Each nominee has indicated a willingness to serve as director if elected. Should any nominee become unavailable for election, discretionary authority is conferred to vote for a substitute. Management has no reason to believe that any of the nominees will be unable or unwilling to serve if elected.

NOMINEES FOR DIRECTOR

     The nominees for director are Alan D. Feld, Perry J. Lewis, L. Lowry Mays, Mark P. Mays, Randall T. Mays, B. J. McCombs, Phyllis B. Riggins, Theodore H. Strauss, J. C. Watts, John H. Williams and John B. Zachry.

     Alan D. Feld, age 70, is the sole shareholder of a professional corporation which is a partner in the law firm of Akin Gump Strauss Hauer & Feld LLP. He has served as a director of Clear Channel since 1984. Mr. Feld also serves on the board of trustees of American Beacon Mutual Funds.

     Perry J. Lewis, age 69, has been a senior managing director of Heartland Industrial Partners, a leveraged buyout firm, since February 2006 and from 2000 to 2001. From 2001 to February 2006, Mr. Lewis was an advisory director of CRT Capital Group LLC, an institutional securities research and brokerage firm, and was a founder and, from 1980 to 2001, partner Morgan, Lewis, Githens & Ahn, an investment banking and leveraged buyout firm. He has served as a director of Clear Channel since August 30, 2000. Mr. Lewis also serves as a director of Superior Essex, Inc.

     L. Lowry Mays, age 71, is the founder of Clear Channel and currently serves as Chairman of the Board. Prior to October of 2004, he served as Chairman and Chief Executive Officer of Clear Channel and has been a director for the relevant five year period. Mr. Lowry Mays is a director of our publicly traded subsidiary, Clear Channel Outdoor Holdings, Inc. Mr. Lowry Mays is the father of Mark P. Mays and Randall T. Mays, who serve as the Chief Executive Officer, and the President and Chief Financial Officer of Clear Channel, respectively. Mr. Lowry Mays also serves as a director of Live Nation, Inc.

     Mark P. Mays, age 43, was Clear Channel’s President and Chief Operating Officer from February 1997 until his appointment as our President and Chief Executive Officer in October 2004. He relinquished his duties as President in February 2006. Mr. Mark Mays has served as a director since May 1998. Mr. Mark Mays is a director of our publicly traded subsidiary, Clear Channel Outdoor Holdings, Inc. Mr. Mark Mays is the son of L. Lowry

Mays, Clear Channel’s Chairman and the brother of Randall T. Mays, Clear Channel’s President and Chief Financial Officer. Mr. Mark Mays also serves as a director of Live Nation, Inc.

     Randall T. Mays, age 41, was appointed Executive Vice President and Chief Financial Officer of Clear Channel in February 1997 and was appointed Secretary in April 2003. He was appointed president in February 2006. He has served as a director since April 1999. Mr. Randall Mays is a director of our publicly traded subsidiary, Clear Channel Outdoor Holdings, Inc. Mr. Randall Mays is the son of L. Lowry Mays, Clear Channel’s Chairman and the brother of Mark P. Mays, Clear Channel’s Chief Executive Officer. Mr. Randall Mays also serves as a director of Live Nation, Inc.

     B. J. McCombs, age 79, is a private investor. He has served as a director of Clear Channel for the relevant five year period.

     Phyllis B. Riggins, age 54, has been a Managing Director of Bluffview Capital, LP since May 2003. Prior thereto, she was a Managing Director and Group Head — Media/Telecommunication of Banc of America Securities (and its predecessors) global corporate and investment banking for the remainder of the relevant five year period. Ms. Riggins has served as a director of Clear Channel since December 2002.

     Theodore H. Strauss, age 82, is the Chairman of the Advisory Board for the Dallas Region of the Texas State Bank, a position he has held since 2005. Prior thereto, he was a Senior Managing Director of Bear, Stearns & Co., Inc., an investment banking firm for the remainder of the relevant five year period. He has served as a director of Clear Channel since 1984.

     J. C. Watts, Jr., age 49, is the Chairman of JC Watts Companies, LLC, a consulting firm. Mr. Watts is a former member of the United States House of Representatives and represented the 4^th District of Oklahoma from 1995 to 2002. He served as the Chairman of the House Republican Conference. He has served as a director of Clear Channel since February 2003. Mr. Watts also serves as a director of Terex Corporation, Dillard’s, Inc. and Burlington Northern Santa Fe Corp.

     John H. Williams, age 73, was a Senior Vice President of First Union Securities, Inc. (formerly known as Everen Securities, Inc.), an investment banking firm, until his retirement in July 1999. He has served as a director of Clear Channel since 1984. Mr. Williams also serves as a director of GAINSCO, Inc.

     John B. Zachry, age 45, has been the Chief Executive Officer of Zachry Construction Corp. since August 2004. Prior to August 2004 he served as President and Chief Operating Officer of Zachry Construction Corp. for the remainder of the relevant five year period. He has served as a director of Clear Channel since his appointment in December 2005.

MANAGEMENT RECOMMENDS THAT YOU VOTE “FOR” THE DIRECTOR NOMINEES NAMED ABOVE.

CODE OF BUSINESS CONDUCT AND ETHICS

     Clear Channel adopted a Code of Business Conduct and Ethics applicable to all its directors and employees, including its chief executive officer, chief financial officer, and chief accounting officer, which is a “code of ethics” as defined by applicable rules of the SEC. This code is publicly available on Clear Channel’s Internet website at www.clearchannel.com. A copy may also be obtained upon request from the Secretary of Clear Channel. If Clear Channel makes any amendments to this code other than technical, administrative, or other non-substantive amendments, or grants any waivers, including implicit waivers, from a provision of this code that applies to Clear Channel’s chief executive officer, chief financial officer or chief accounting officer and relates to an element of the SEC’s “code of ethics” definition, Clear Channel will disclose the nature of the amendment or waiver, its effective date and to whom it applies on its website or in a report on Form 8-K filed with the SEC.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

     The table below sets forth information concerning the beneficial ownership of Clear Channel common stock and Clear Channel Outdoor Holdings, Inc. Class A common stock as of April 2, 2007, for each director currently serving on the Board and each of the nominees for director; each of the named executive officers not listed as a director, the directors and executive officers as a group and each person known to Clear Channel to own beneficially more than 5% of outstanding common stock. At the close of business on April 2, 2007, there were 496,087,136 shares of Clear Channel common stock outstanding. Except as otherwise noted, each shareholder has sole voting and investment power with respect to the shares beneficially owned.

		Title and Class
		Clear Channel								Clear Channel Outdoor
		Communications, Inc.								Holdings, Inc. Class A
		Common Stock								Common Stock
		Amount and								Amount and
		Nature of								Nature of
		Beneficial								Beneficial				Percent
Name		Ownership				Percent of Class				Ownership				of Class
Alan D. Feld			77,361	(1)			*				—				*
Perry J. Lewis			192,971	(2)			*				—				*
L. Lowry Mays			31,563,419	(3)			6.3	%			—				*
Mark P. Mays			2,366,281	(4)			*				—				*
Randall T. Mays			1,976,059	(5)			*				—				*
B. J. McCombs			4,816,669	(6)			1.0	%			—				*
Phyllis B. Riggins			17,241	(7)			*				—				*
Theodore H. Strauss			217,307	(8)			*				—				*
J. C. Watts			21,224	(9)			*				—				*
John H. Williams			64,667	(10)			*				—				*
John B. Zachry			4,500	(11)			*				—				*
John Hogan			403,440	(12)			*				—				*
Paul J. Meyer			21,874				*				261,365	(13)			*
FMR Corp. (14)			48,216,851				9.7	%			n/a
Highfields Capital Management LP (15)			24,854,400				5.0	%			n/a
All Directors and Executive Officers as a Group (16 persons)			41,835,548	(16)			7.7	%			261,365	(17)			*

Proposed Change in Control

     On November 16, 2006, Clear Channel entered into an Agreement and Plan of Merger with BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, and T Triple Crown Finco, LLC. Pursuant to the terms of the merger agreement, BT Triple Crown will be merged with and into Clear Channel, and as a result Clear Channel will continue as the surviving corporation and a wholly owned subsidiary of B Triple Crown and T Triple Crown. B Triple Crown and T Triple Crown are owned by a consortium of private equity funds affiliated with Thomas H. Lee Partners, L.P. and Bain Capital Partners, LLC. Consummation of the merger is subject to customary conditions to closing, including the approval of Clear Channel’s shareholders, and foreign and domestic regulatory clearance.

COMPENSATION COMMITTEE REPORT

     The Compensation Committee of the Board has reviewed and discussed the Compensation Discussion and Analysis included in this document with management. Based on such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this document.

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

     The following compensation discussion and analysis contains statements regarding Clear Channel and individual performance measures and other goals. These goals are disclosed in the limited context of Clear Channel’s executive compensation program and should not be understood to be statements of management’s expectations or estimates of results or other guidance. Clear Channel specifically cautions investors not to apply these statements to other contexts.

Overview and Objectives of Clear Channel’s Compensation Program

     Clear Channel believes that compensation of its executive and other officers and senior managers should be directly and materially linked to operating performance. The fundamental objective of Clear Channel’s compensation program is to attract, retain and motivate top quality executive and other officers through compensation and incentives which are competitive with the various labor markets and industries in which Clear Channel competes for talent and which align the interests of Clear Channel’s officers and senior management with the interests of Clear Channel’s shareholders.

     Overall, Clear Channel has designed its compensation program to:

	•		support its business strategy and business plan by clearly communicating what is expected of executives with respect to goals and results and by rewarding achievement;
	•		recruit, motivate and retain executive talent; and
	•		create a strong performance alignment with shareholders.

     Clear Channel seeks to achieve these objectives through a variety of compensation elements:

	•		annual base salary;
	•		an annual incentive bonus, the amount of which is dependent on Clear Channel and, for most executives, individual performance during the prior fiscal year;
	•		long-term incentive compensation, delivered in the form of stock options grants and restricted stock awards that are awarded based on the prior year’s performance and other factors described below, and that are designed to align executive officers’ interests with those of shareholders by rewarding outstanding performance and providing long-term incentives; and
	•		other executive benefits and perquisites.

Compensation Practices

     The Committee annually determines total compensation, as well as the individual components of such compensation, of Clear Channel’s named executive officers, except for Paul Meyers, President and Chief Executive Officer of Clear Channel Outdoor Holdings, Inc. (“CCOH”), a publicly traded subsidiary of Clear Channel. Mr. Meyer’s compensation is determined by CCOH’s compensation committee, and not Clear Channel’s Compensation Committee (the “Committee”). Accordingly, any references contained in this Compensation Discussion and Analysis regarding the Committee and any subcommittee thereof making compensation decisions with respect to Clear Channel’s executive officers, excludes Mr. Meyer. For discussion of Mr. Meyer’s compensation, please refer to the “Paul Meyer’s Compensation” section of this Compensation Discussion and Analysis.

     In 2006, the Committee engaged Hewitt Associates, an independent compensation consultant to develop and provide market pay data (including base salary, bonus, long-term incentive compensation and all other compensation) to better evaluate the appropriateness and competitiveness of overall compensation paid to Clear Channel’s executive officers. Compensation objectives are developed based on market pay data from proxy statements and other sources, when available, of leading media companies identified as key competitors for business and/or executive talent (the “Media Peers”). Individual pay components and total compensation were bench marked against the Media Peers. The Media Peers do not include companies in the Radio Index that is used for comparison purposes in the Company’s stock performance graph due to the fact that these companies comprising the Radio

Index are smaller in size and less diversified business operations than the Media Peers, which the Compensation Committee believes are more comparable to the Company for executive compensation purposes.

     The Media Peers include Belo Corp., CBS Corporation, Comcast Corporation, The Walt Disney Company, Gannett Company, Inc., IAC/InteractiveCorp, News Corporation, Time Warner, Tribune Company, Viacom, Inc. and Yahoo! Inc. The Media Peers were selected on the basis of criteria that are deemed to be comparable with Clear Channel in terms of market capitalization, exchange traded, scope of operations, revenue, free cash flow, total assets, total capital and number of employees.

     Except for Paul Meyer, each of the other named executive officers has entered into an employment agreement with Clear Channel. Paul Meyer has entered into an employment agreement with CCOH. The employment agreements generally set forth information regarding base salary, annual incentive bonus, long-term incentive compensation and other employee benefits. All compensation decisions with respect to the named executive officers are made within the scope of the employment agreements. For a further description of the employment agreements, please refer to the “Employment Agreements with the Named Executive Officers” section of this proxy statement.

     In making decisions with respect to each element of executive compensation, the Committee considers the total compensation that may be awarded to the officer, including salary, annual bonus and long-term incentive compensation. Multiple factors are considered in determining the amount of total compensation (the sum of base salary, annual incentive bonus and long-term incentive compensation delivered through stock option grants and restricted stock awards) to award the executive officers each year. Among these factors are:

	•		how proposed amounts of total compensation to Clear Channel’s executives compare to amounts paid to similar executives by Media Peers both for the prior year and over a multi-year period;
	•		the value of stock options and restricted stock awarded in prior years;
	•		internal pay equity considerations; and
	•		broad trends in executive compensation generally.

     In addition, in reviewing and approving employment agreements for named executive officers, the Committee considers the other benefits to which the officer is entitled by the agreement, including compensation payable upon termination of the agreement under a variety of circumstances. The Committee’s goal is to award compensation that is reasonable when all elements of potential compensation are considered.

Elements of Compensation

     The Committee and the Executive Performance Subcommittee of the Committee (the “Subcommittee”) believe that a combination of various elements of compensation best serves the interests of Clear Channel and its shareholders. Having a variety of compensation elements enables Clear Channel to meet the requirements of the highly competitive environment in which Clear Channel operates while ensuring its executive officers are compensated in a way that advances the interests of all shareholders. Under this approach, executive compensation involves a significant portion of pay that is “at risk,” namely, the annual incentive bonus. The annual incentive bonus is also based largely on Clear Channel’s financial performance relative to goals established at the start of the fiscal year. Stock options and restricted stock awards constitute a significant portion of long-term remuneration that is tied directly to stock price appreciation that benefits all of Clear Channel’s shareholders.

     Clear Channel’s practices with respect to each of the elements of executive compensation are set forth below, followed by a discussion of the specific factors considered in determining the amounts for each of the key elements.

     Base Salary

     Purpose. The objective of base salary is to reflect job responsibilities, value to Clear Channel and individual performance with respect to market competitiveness.

     Administration. Base salaries for executive officers are reviewed on an annual basis and at the time of promotion or other change in responsibilities. Increases in salary are based on subjective evaluation of such factors as the level of responsibility, individual performance, level of pay both of the executive in question and other similarly situated executive officers of the Media Peers, and competitive pay levels.

     Base salaries of executive officers are set at levels comparable to salaries paid by Clear Channel’s Media Peers. The named executive officers’ initial salaries are determined through mutual negotiations between the executive and the Committee and set forth in their respective employment agreements. Clear Channel believes that employment agreements with its key executives are in the best interests of Clear Channel to assure continuity of management.

     Considerations. Minimum base salaries for four of the five executive officers named in the 2006 Summary Compensation Table are determined by employment agreements for those officers with Clear Channel. These minimum salaries and the amount of any increase over these minimum salaries are determined by the Committee based on a variety of factors, including:

	•		the nature and responsibility of the position and, to the extent available, salary norms for persons in comparable positions at Media Peers;
	•		the expertise of the individual executive;
	•		the competitiveness of the market for the executive’s services; and
	•		the recommendations of the Chief Executive Officer (except in the case of his own compensation).

     In setting base salaries, the Committee considers the importance of linking a significant proportion of the executive officers’ compensation to performance in the form of the annual incentive bonus, which is tied to both Clear Channel’s financial performance measures and individual performance, as well as long-term stock-based compensation, which is tied to Clear Channel’s stock price performance and performance compared to Media Peers.

     Annual Incentive Bonus

     Purpose. Clear Channel’s executive compensation program provides for an annual incentive bonus that is performance-linked. The objective of the annual incentive bonus compensation element is to compensate individuals based on the achievement of specific goals that are intended to correlate closely with growth of long-term shareholder value.

     Administration. The Chairman, the Chief Executive Officer, the President and Chief Financial Officer, the President and Chief Executive Officer of Radio, the President and Chief Executive Officer of Television and the President of International Radio participate in the Clear Channel 2005 Annual Incentive Plan (the “Annual Incentive Plan”). Mr. Meyer participates in the CCOH 2005 Stock Incentive Plan, which is administered by CCOH’s compensation committee. The Annual Incentive Plan is administered by the Subcommittee and provides for performance-based bonuses for executives who were “covered employees” pursuant to Section 162(m) of the Internal Revenue Code. Under the Annual Incentive Plan, the Subcommittee establishes specific company “performance-based goals” applicable to each covered executive officer for the ensuing fiscal year performance period. In 2006, the performance goals for corporate-level executive officers were based on Clear Channel’s year-over-year improvements in financial results using a combination of metrics including earnings per share, free cash flow per share, operating income before depreciation, amortization and non-cash compensation expense, as these measures best reflect the officer’s contribution to outstanding corporate performance. For division-level executive officers, such as Mr. Hogan, President and Chief Executive Officer of Clear Channel’s Radio division, the performance goals are based on the respective division’s operating income before depreciation, amortization and non-cash compensation expense and other financial measures which best reflect the officer’s contribution to outstanding divisional performance. Performance goals for each executive officer are set pursuant to an extensive annual operating plan developed by the Chief Executive Officer in consultation with the President and Chief Financial Officer and other senior executive officers, including the principal executive officers of Clear Channel’s various operating divisions. The Chief Executive Officer makes recommendations as to the compensation levels and performance goals of Clear Channel’s named executive officers, including his own, to the Subcommittee for its review, consideration and approval.

     The annual incentive bonus consists of cash, stock options and restricted stock awards. The total annual incentive bonus award is determined according to the level of achievement of both the objective performance and individual performance goals. Below a minimum threshold level of performance, no awards may be granted pursuant to the objective performance goal, and the Subcommittee may, in its discretion, reduce the awards pursuant to either objective or individual performance goals.

     Considerations. The annual incentive bonus process for each of the named executive officers, except for Mr. Meyer, involves four basic steps pursuant to the Annual Incentive Plan:

•

At the outset of the fiscal year:

	1.		Set performance goals for the year for Clear Channel and each participant
	2.		Set a target bonus for each individual

•

After the end of the fiscal year:

	3.		Measure actual performance (individual and company-wide) against the predetermined Clear Channel and individual performance goals to determine the preliminary bonus
	4.		Make adjustments to the resulting preliminary bonus calculation to reflect Clear Channel’s performance relative to the performance of the Media Peers.

These four steps are described below:

     (1) Setting performance goals. Early in each fiscal year, the Subcommittee, working with senior management and the Committee’s compensation consultant, sets performance goals for Clear Channel and each participant.

     (2) Setting a target bonus. The Subcommittee establishes a target bonus amount for each participant.

     For each of the performance goals, there is a formula that establishes a payout range around the target bonus allocation. The formula determines the percentage of the target bonus to be paid, based on a percentage of goal achievement, with a minimum below which no payment will be made and an established upper cap.

     (3) Measuring performance. After the end of the fiscal year, the Subcommittee reviews Clear Channel’s actual performance against each of the performance goals established at the outset of the year. The Subcommittee then determines the amount of the preliminary bonus that may be paid based on the level of performance achieved.

     (4) Adjustment. The last step in the bonus process is the Subcommittee’s determination of whether to make a downward adjustment to the preliminary bonus amount to take into account the Clear Channel’s performance relative to its Media Peers and to take into account each participant’s individual performance.

     The Subcommittee met in February 2007 and measured Clear Channel’s performance against the performance goals established by the Subcommittee for the 2006 fiscal year. Based on those performance results, the Subcommittee determined the amount of preliminary bonus to which Lowry Mays, Mark Mays, Randall Mays and John Hogan were entitled. The Subcommittee then considered a downward adjustment to the preliminary bonus amounts, based on Clear Channel’s performance relative to its Media Peers and taking into account each individual’s performance. The Subcommittee then awarded Lowry Mays $3,312,500 in cash incentive bonus, Mark Mays $6,625,000 in cash incentive bonus, Randall Mays $6,625,000 in cash incentive bonus and John Hogan $987,552 in cash incentive bonus. In addition, the Subcommittee determined that Lowry Mays was entitled to receive 53,000 stock options and 53,000 shares of restricted stock, Mark Mays was entitled to receive 132,500 stock options and 106,000 shares of restricted stock, Randall Mays was entitled to receive 132,500 stock options and 106,000 shares of restricted stock and John Hogan was entitled to receive 30,000 shares of restricted stock. While those performance awards of stock options and shares of restricted stock have been determined, they have not yet been awarded. It is anticipated that these stock options and shares of restricted stock will be awarded within thirty days of the filing of this proxy statement.

     Long-Term Incentive Compensation

     Purpose. The long-term incentive compensation element provides a periodic award (typically annual) that is performance-based. The objective of the program is to align compensation for executive officers over a multi-year period directly with the interests of shareholders of Clear Channel by motivating and rewarding creation and preservation of long-term shareholder value. The level of long-term incentive compensation is determined based on an evaluation of competitive factors in conjunction with total compensation provided to named executive officers and the overall goals of the compensation program described above. As described above, annual incentive bonuses are paid in part in stock options and restricted stock. Additionally, Clear Channel may from time to time grant equity awards to the named executive officers that are not pursuant to pre-determined performance goals. Messrs. Hogan and Meyer were the only named executive officers to receive an equity award in 2006 that was not based upon predetermined performance goals. All of Mr. Meyer’s equity awards are paid in shares of CCOH’s Class A common stock.

     Stock Options. The long-term incentive compensation element calls for stock options to be granted with exercise prices of not less than fair market value of Clear Channel’s stock on the date of grant and to vest, either at the recipient’s option, beginning 3 years from the date of grant and fully vesting 5 years from the date of grant, with a 7-year term, or in the alternative fully vesting fully 5 years from the date of grant, with a 10-year term. All vesting is contingent on continued employment, with rare exceptions made by the Committee. Clear Channel defines fair market value as the closing price on the date of grant. The Committee will not grant stock options with exercise prices below the market price of Clear Channel’s stock on the date of grant (determined as described above), and will not reduce the exercise price of stock options (except in connection with adjustments to reflect recapitalizations, stock or extraordinary dividends, stock splits, mergers, spin-offs and similar events permitted by the relevant plan) without shareholder approval.

     Stock option grants to executive officers of Clear Channel are determined based in part on the achievement of the performance goals described previously under the heading “—Compensation Elements - Annual Incentive Bonus.” All decisions to grant stock options are in the sole discretion of the Committee or the Subcommittee, as applicable. However, the employment agreements with the Chairman, the Chief Executive Officer, and the President and Chief Financial Officer contemplate the award of annual stock option grants to acquire not less than 50,000 shares of Clear Channel common stock.

     Restricted Stock Awards. Restricted stock awards to executives of Clear Channel are determined based in part on the achievement of certain performance goals as discussed previously under the heading “—Compensation Elements — Annual Incentive Bonus.” All decisions to award restricted stock are in the sole discretion of the Committee and the Subcommittee, as applicable.

     Mix of Stock Options and Restricted Stock Awards. Clear Channel’s long-term incentive compensation generally takes the form of a stock option grants and restricted stock awards. These forms of compensation reward shareholder value creation in slightly different ways. Stock options (which have exercise prices equal to the market price at the date of grant) reward executive officers only if the stock price increases. Restricted stock awards are impacted by all stock price changes, so the value to the executive officers is affected by both increases and decreases in stock price.

     Clear Channel awards long-term incentive compensation in the form of a stock option grant. Upon receipt, employees have the choice of electing to accept that award of stock options, or in the alternative to receive an award of restricted stock, in a number of shares reduced by a ratio of 4 to 1 (for example, if an employee is awarded 1,000 options, the employee may choose to accept that grant, or elect to instead receive 250 shares of restricted stock).

     Vesting of Restricted Stock Awards. Restricted stock awards granted as long-term incentive compensation to executive officers generally have scheduled vesting dates over a 3 to 5 year period from the date of grant.

     Stock Option and Restricted Stock Grant Timing Practices

     Regular Annual Stock Option Grant Dates. The regular annual stock option or restricted stock award date for all employees is typically in February. The Committee does not have a formal policy on timing equity awards in connection with the release of material non-public information to affect the value of compensation.

Notwithstanding the foregoing, in the event that material non-public information becomes known to the Committee prior to granting equity awards, the Committee will take such information under advisement and make an assessment in its business judgment whether to delay the grant of the equity award in order to avoid any impropriety based on consultation with Clear Channel’s executives and counsel.

     Partner New Hires/Promotions Grant Dates. Grants of stock option or restricted stock awards to newly-hired or newly-promoted employees are made at the next-following regularly scheduled meeting of the Board after the hire or promotion.

     Executive Benefits and Perquisites

     Clear Channel provides certain personal benefits to executive officers. Based upon the findings and recommendation of an outside security consultant, the Board directed the Chairman, Chief Executive Officer and President and Chief Financial Officer to utilize a Clear Channel airplane for all business and personal air travel. With the approval of the Chief Executive Officer, other executive officers and members of management are permitted limited personal use of corporate-owned aircraft. Also under Clear Channel’s executive security program, the Chairman, the Chief Executive Officer, and the President and Chief Financial Officer are provided security services, including home security systems and monitoring and, in the case of the Chairman, personal security services.

     In addition, Clear Channel pays for additional personal benefits for certain named executive officers in the form of personal club memberships, personnel who provide personal accounting and tax services, security personnel who provide personal security services and reimbursement for employee holiday gifts. The Company also makes limited matching contributions under its 401(k) plan.

     The Committee believes that the above benefits provide a more tangible incentive than an equivalent amount of cash compensation. In determining its executive officers’ total compensation, the Committee considers these benefits. For further discussion of these executive benefits and other perquisites, including the methodology for computing their costs, please refer to the 2006 Summary Compensation Table included in this proxy statement.

     Change-in-Control and Severance Arrangements

     See the discussion of change in control and severance arrangements with respect to Messrs. L. Lowry Mays, Mark P. Mays, Randall T. Mays, John Hogan and Paul Meyer under the heading “Potential Post-Employment Payments” on page 28. The Committee evaluates change in control and severance arrangements as one element in its consideration of the overall compensation for executive officers.

Roles and Responsibilities

     The Committee and the Subcommittee, as applicable, are primarily responsible for conducting reviews of Clear Channel’s executive compensation policies and strategies and overseeing and evaluating Clear Channel’s overall compensation structure and programs. Direct responsibilities include, but are not limited to:

	•		evaluating and approving goals and objectives relevant to compensation of the Chief Executive Officer and other executive officers, and evaluating the performance of the executives in light of those goals and objectives;
	•		determining and approving the compensation level for the Chief Executive Officer;
	•		evaluating and approving compensation levels of other key executive officers;
	•		evaluating and approving all grants of equity-based compensation to executive officers;
	•		recommending to the Board compensation policies for outside directors; and
	•		reviewing performance-based and equity-based incentive plans for the Chief Executive Officer and other executive officers and reviewing other benefit programs presented to the Committee by the Chief Executive Officer.

     The role of Clear Channel management is to provide reviews and recommendations for the Committee’s consideration, and to manage Clear Channel’s executive compensation programs, policies and governance. Direct responsibilities include, but are not limited to:

	•		providing an ongoing review of the effectiveness of the compensation programs, including competitiveness, and alignment with Clear Channel’s objectives;
	•		recommending changes, if necessary to ensure achievement of all program objectives; and recommending pay levels, payout and/or awards for executive officers other than the Chief Executive Officer.

     In 2006, the Committee delegated to the Subcommittee its responsibilities in administrating performance awards under the Annual Incentive Plan in accordance with Section 162(m) of the Internal Revenue Code. These delegated duties included, among other things, setting the performance period, setting the performance goals and certifying the achievement of the predetermined performance goals by each executive officer.

Tax and Accounting Treatment

     Deductibility of Executive Compensation

     Section 162(m) of the Internal Revenue Code places a limit of $1,000,000 on the amount of compensation Clear Channel may deduct for federal income tax purposes in any one year with respect to its Chief Executive Officer and the next four most highly compensated officers, which we referred to herein as the “Covered Employees.” However, performance-based compensation that meets certain requirements is excluded from this $1,000,000 limitation.

     In reviewing the effectiveness of the executive compensation program, the Committee considers the anticipated tax treatment to Clear Channel and to the Covered Employees of various payments and benefits. However, the deductibility of certain compensation payments depends upon the timing of a Covered Employee’s vesting or exercise of previously granted equity awards, as well as interpretations and changes in the tax laws and other factors beyond the Committee’s control. For these and other reasons, including to maintain flexibility in compensating the named executive officers in a manner designed to promote varying corporate goals, the Committee will not necessarily, or in all circumstances, limit executive compensation to that which is deductible under Section 162(m) of the Internal Revenue Code and has not adopted a policy requiring all compensation to be deductible.

     The Committee will consider various alternatives to preserving the deductibility of compensation payments and benefits to the extent reasonably practicable and to the extent consistent with its other compensation objectives. To this end, the Committee annually establishes performance criteria in an effort to ensure deductibility of annual incentive bonuses under the Annual Incentive Plan. Base salary does not qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code.

     Accounting for Stock-Based Compensation

     Beginning on January 1, 2006, Clear Channel began accounting for stock-based payments including awards under the Annual Incentive Plan in accordance with the requirements of FAS 123R.

Paul Meyer’s Compensation

     Paul Meyer is President and Chief Executive Officer of CCOH. As such, Mr. Meyer’s total compensation, as well as the individual elements of such compensation, is determined by CCOH’s compensation committee and not by Clear Channel’s Compensation Committee or any subcommittee thereof. The analysis of Mr. Meyer’s compensation is set forth in CCOH’s 2007 proxy statement filed with the Securities and Exchange Commission. Clear Channel is not hereby incorporating by reference CCOH’s 2007 proxy statement into this proxy statement and the reference to CCOH’s 2007 proxy statement is provided for informational purposes only.

Corporate Services Agreement

     In connection with CCOH’s Initial Public Offering, Clear Channel and CCOH entered into a corporate services agreement. Under the terms of the agreement, Clear Channel provides, among other things, executive officer services to CCOH. These executive officer services are charged to CCOH based on actual direct costs incurred or allocated by Clear Channel. For 2006, CCOH reimbursed Clear Channel $313,250 and $ 303,917 of Mr. Mark Mays’ and Mr. Randall Mays’ “salary,” respectively, and $2,318,750 and $2,318,750 of Mr. Mark Mays’ and Mr. Randall Mays’ “Non-Equity Incentive Plan Compensation,” respectively, pursuant to the terms of the corporate services agreement. For further information on Messrs. M. Mays’ and R. Mays’ base salary, please refer to the 2006 Summary Compensation Table contained in this proxy statement.

Summary Compensation

     The Summary Compensation table shows certain compensation information for the year ended December 31, 2006 for the Principal Executive Officer, Principal Financial Officer and each of the three next most highly compensated executive officers for services rendered in all capacities (hereinafter referred to as the “named executive officers”).

2006 SUMMARY COMPENSATION TABLE

																										Change in
																										Pension Value
																										and
																						Non - Equity				Nonqualified
																						Incentive				Deferred
Name and														Stock				Option				Plan				Compensation				All Other
Principal Position		Year				Salary				Bonus				Awards (1)				Awards (1)				Compensation				Earnings				Compensation				Total
						($)				($)				($)				($)				($)				($)				($)				($)
Mark Mays — Chief Executive Officer (2) (PEO)			2006				581,750	(3)			—				1,589,869				2,551,243				4,306,250	(3)			—				282,884	(4)			9,311,996
Randall Mays - President and Chief Financial Officer (2) (PFO)			2006				564,417	(5)			—				1,589,869				2,551,243				4,306,250	(5)			—				270,603	(4)			9,282,382
Lowry Mays - Chairman			2006				695,000				—				752,812				—				3,312,500				—				149,728	(4)			4,910,040
John Hogan - President and CEO of the Company Radio			2006				622,917				—				584,425				781,596				987,552				—				62,795	(6)			3,039,285
Paul Meyer - President and CEO - Clear Channel Outdoor			2006				622,404	(7)			25,000	(8)			92,652	(7)			—				870,000	(7)			—				18,340	(7)(9)			1,628,396

Employment Agreements with the Named Executive Officers

     Certain elements of the compensation of the named executive officers are determined based on their respective employment agreements.

     Messrs. L. Lowry, Mark and Randall Mays

     On April 24, 2007, Clear Channel entered into amended and restated employment agreements with its three senior executives, L. Lowry Mays (Chairman), Mark Mays (Chief Executive Officer) and Randall Mays (President and Chief Financial Officer). These agreements amended and restated existing employment agreements originally entered into on October 1, 1999, and subsequently amended and restated on March 10, 2005 between Clear Channel and the three executives.

     On November 16, 2006, Clear Channel entered into an Agreement and Plan of Merger between Clear Channel, BT Triple Crown Merger Co., B Triple Crown Finco, LLC, and T Triple Crown Finco, LLC. If the merger contemplated by that agreement or any transaction qualifying as a “Superior Proposal” as defined in the merger agreement is consummated, the amended and restated agreements will be void and the prior agreements (as amended on November 16, 2006 (the “November 2006 Amendments”) will continue in effect.

     Each agreement, as amended through the date of this proxy statement, has a term of seven years with automatic daily extensions unless Clear Channel or the executive elects not to extend the agreement. Each of these employment agreements provides for a minimum base salary, subject to review and annual increase by the Compensation Committee. In addition, each agreement provides for an annual bonus pursuant to Clear Channel’s Annual Incentive Plan or as the Executive Performance Subcommittee determines. The employment agreements with the Chairman, Chief Executive Officer, and President and Chief Financial Officer provide for base minimum salaries of $695,000, $895,000 and $875,000, respectively, and for minimum annual option grants to acquire 50,000 shares of Clear Channel common stock (or a number of restricted shares of Clear Channel common stock of equivalent value to such options (or a combination of options and restricted shares)); provided, however, that the annual option or restricted share grant will not be smaller than the option or restricted share grant in the preceding year unless waived by the executive. Each option will be exercisable (i) at a price equal to the last reported sale price of the Clear Channel common stock on the New York Stock Exchange (or such other principal trading market for the Company’s common stock) at the close of the trading day on the date on which the grant is made and (ii) for a ten-year period even if the executive is not employed by Clear Channel. The Compensation Committee or the Executive Performance Subcommittee determine the schedule upon which the options and restricted stock will vest.

     We will indemnify each executive from any losses incurred by the executive because the executive was made a party to a proceeding as a result of the executive being our officer. Furthermore, any expenses incurred by the executive in connection with any such action shall be paid by us in advance upon request of executive that we pay such expenses, but only in the event that the executive shall have delivered in writing to us (i) an undertaking to reimburse us for such expenses with respect to which executive is not entitled to indemnification, and (ii) an affirmation of his good faith belief that the standard of conduct necessary for indemnification by us has been met.

     Each of these executive employment agreements provides for severance and change-in-control payments as more fully described under the heading “Potential Post-Employment Payments” on page 28 of this document. The employment agreements also restrict the executive’s business activities that compete with the business of Clear Channel for a period of two years following certain events of termination.

     Mr. Paul Meyer

     On August 5, 2005, Clear Channel Outdoor Holdings, Inc., a publicly traded subsidiary of Clear Channel, or CCOH, entered into an employment agreement with Paul J. Meyer, which replaced the existing employment agreement by and between Mr. Meyer and the Company. The initial term of the new agreement ends on the third anniversary of the date of the agreement; the term automatically extends one day at a time beginning on the second anniversary of the date of the agreement, unless one party gives the other one year’s notice of expiration at or prior to the second anniversary of the date of the agreement. The contract calls for Mr. Meyer to be the President and Chief Operating Officer of CCOH. for a base salary of $600,000 in the first year of the agreement; $625,000 in the second year of the agreement; and $650,000 in the third year of the agreement, subject to additional annual raises

thereafter in accordance with company policies. Mr. Meyer is also eligible to receive a performance bonus as decided at the sole discretion of the board of directors and the compensation committee of Clear Channel Outdoor Holdings, Inc.

     Mr. Meyer may terminate his employment at any time after the second anniversary of the date of the agreement upon one year’s written notice. CCOH may terminate Mr. Meyer without “Cause” after the second anniversary of the date of the agreement upon one year’s written notice. “Cause” is narrowly defined in the agreement. Mr. Meyer’s employment agreement provides for severance payments as more fully described under the heading “Potential Post-Employment Payments” on page 28 of this document. Mr. Meyer is prohibited by his employment agreement from activities that compete with CCOH. for one year after he leaves CCOH and he is prohibited from soliciting CCOH employees for employment for 12 months after termination regardless of the reason for termination of employment. However, after Mr. Meyer’s employment with CCOH has terminated, upon receiving written permission from the board of directors of CCOH, Mr. Meyer shall be permitted to engage in competing activities that would otherwise be prohibited by his employment agreement if such activities are determined in the sole discretion of the board of directors of CCOH in good faith to be immaterial to the operations of CCOH, or any subsidiary or affiliate thereof, in the location in question. Mr. Meyer is also prohibited from using CCOH’s confidential information at any time following the termination of his employment in competing, directly or indirectly, with CCOH.

     At any time following Mr. Meyer’s termination of employment, he is entitled to reimbursement of reasonable attorney’s fees and expenses and full indemnification from any losses related to any proceeding to which he may be made a party by reason of his being or having been an officer CCOH or any of its subsidiaries (other than any dispute, claim or controversy arising under or relating to his employment agreement).

     Mr. John Hogan

     Effective February 1, 2004, Clear Channel Broadcasting, Inc. (“CCB”), a subsidiary of Clear Channel, entered into an employment agreement with John Hogan as President and Chief Executive Officer, Clear Channel Radio. The initial term of the agreement ended on January 31, 2006, but now the agreement continues with a term of one year with automatic daily extensions until terminated by either party.

     The agreement provides that CCB will pay Mr. Hogan an annual base salary of $550,000 for the period from February 1, 2004 through January 31, 2005; and $600,000 for the period from February 1, 2005 through January 31, 2006. Mr. Hogan will be eligible for additional annual raises after January 31, 2006 commensurate with company policy. No later than March 31 of each calendar year during the term, Mr. Hogan will be eligible to receive a performance bonus. The agreement also provided that Mr. Hogan receive a one-time grant of 50,000 options to purchase Clear Channel stock. Any future stock option grants will be granted based upon the performance of Mr. Hogan, which will be assessed in the sole discretion of CCB and the Compensation Committee of the Board. Mr. Hogan will also be entitled to participate in all pension, profit sharing, and other retirement plans, all incentive compensation plans, and all group health, hospitalization and disability or other insurance plans, paid vacation, sick leave and other employee welfare benefit plans in which other similarly situated employees may participate.

     Mr. Hogan is prohibited by the agreement from activities that compete with CCB or its affiliates for one year after he leaves CCB, and he is prohibited from soliciting CCB’s employees for employment for 12 months after termination regardless of the reason for termination of employment. However, after Mr. Hogan’s employment with CCB has terminated, upon receiving written permission from the board of directors of CCB, Mr. Hogan shall be permitted to engage in competing activities that would otherwise be prohibited by his employment agreement if such activities are determined in the sole discretion of the board of directors of CCB in good faith to be immaterial to the operations of CCB, or any subsidiary or affiliate thereof, in the location in question. Mr. Hogan is also prohibited from using CCB’s confidential information at any time following the termination of his employment in competing, directly or indirectly, with CCB.

     Mr. Hogan is entitled to reimbursement of reasonable attorney’s fees and expenses and full indemnification from any losses related to any proceeding to which he may be made a party by reason of his being or having been an officer CCB or any of its subsidiaries (other than any dispute, claim or controversy arising under or relating to his employment agreement).

     Mr. Hogan’s employment agreement provides for severance payments as more fully described under the heading “Potential Post-Employment Payments” on page 28 of this document.

Grants of Plan-Based Awards

     The following table sets forth certain information concerning plan-based awards granted to the named executive officers during the year ended December 31, 2006.

2006 GRANTS OF PLAN-BASED AWARDS

																																		All Other
																																		Option
																														All Other				Awards:
																		Estimated Future Payouts												Stock				Number of								Grant Date
						Estimated Possible Payouts Under												Under Equity Incentive Plan												Awards:				Securities				Exercise or				Fair Value of
						Non-Equity Incentive Plan Awards												Awards												Number of				Under-				Base Price				Stock and
						Thres-								Maxi-				Thres-								Maxi-				Shares of				lying				of Option				Option
Name		Grant Date				hold				Target				mum				hold				Target				mum				Stock or Units				Options				Awards				Awards
						($)				($)				($)				(#)				(#)				(#)				(#)				(#)				($/Sh) (1)				($) (2)
Mark Mays (6)			2/14/06	(3)			—				N/A				2,500,000				—				N/A				90,000				—				—				—				—	(7)
			2/14/06	(4)			—				N/A				3,125,000				—				N/A				112,500				—				—				—				—	(7)
			2/14/06	(5)			—				N/A				3,125,000				—				N/A				112,500				—				—				—				—	(7)
Randall Mays (11)			2/14/06	(8)			—				N/A				2,500,000				—				N/A				90,000				—				—				—				—	(7)
			2/14/06	(9)			—				N/A				3,125,000				—				N/A				112,500				—				—				—				—	(7)
			2/14/06	(10)			—				N/A				3,125,000				—				N/A				112,500				—				—				—				—	(7)
Lowry Mays (15)			2/14/06	(12)			—				N/A				1,250,000				—				N/A				40,000				—				—				—				—	(7)
			2/14/06	(13)			—				N/A				1,562,500				—				N/A				50,000				—				—				—				—	(7)
			2/14/06	(14)			—				N/A				1,562,500				—				N/A				50,000				—				—				—				—	(7)
John Hogan			2/14/06	(16)			—				N/A				1,875,000				—				—				—				—				—				—				—
			2/14/06				—				—				—				—				—				—				—	(17)			—	(17)			—				—	(18)
Paul Meyer (22)			2/13/06	(19)			—				150,000				345,00				—				—				—				—				—				—				—
			2/13/06	(20)			—				150,000				345,00				—				—				—				—				—				—				—
			2/13/06	(21)			—				300,000				690,00				—				—				—				—				—				—				—
			2/13/06				—				—				—				—				—				—				—	(23)			—	(23)			—				—	(24)

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Outstanding Equity Awards at Fiscal Year End

     The following table sets forth certain information concerning outstanding equity awards at fiscal year end of the named executive officers for the year ended December 31, 2006.

2006 OUTSTANDING EQUITY AWARDS

		Option Awards																				Stock Awards
																																		Equity
																																		Incentive Plan
										Equity																								Awards:
										Incentive																				Equity Incentive				Market or
		Number of				Number of				Plan Awards:																Market				Plan Awards:				Payout Value
		Securities				Securities				Number of												Number of				Value of				Number of				of Unearned
		Underlying				Underlying				Securities												Shares or				Shares or				Unearned				Shares, Units
		Unexercised				Unexercised				Underlying												Units of				Units of				Shares, Units or				or Other
		Options				Options				Unexercised				Option								Stock That				Stock That				Other Rights				Rights That
		(#)				(#)				Unearned				Exercise				Option				Have Not				Have Not				That Have Not				Have Not
Name		Exercisable				Unexercisable				Options (#)				Price ($)				Expiration Date				Vested (#)				Vested ($)				Vested (#)				Vested ($)
Mark Mays (PEO)			156,671	(1)			—				—				42.63				2/19/09				—				—				—				—
			78,335	(2)			—				—				63.79				2/28/10				—				—				—				—
			261,118	(3)			—				—				55.54				2/12/11				—				—				—				—
			261,119	(4)			—				—				44.31				12/14/11				—				—				—				—
			—				235,006	(5)			—				35.06				2/19/13				—				—				—				—
			—				217,684	(6)			—				30.31				1/12/15				—				—				—				—
			—				47,001	(7)			—				32.88				2/16/15				—				—				—				—
			—				—				—				—				—				234,000				8,316,360				—				—
Randall Mays (PFO)			156,671	(1)			—				—				42.63				2/19/09				—				—				—				—
			78,335	(2)			—				—				63.79				2/28/10				—				—				—				—
			261,118	(3)			—				—				55.54				2/12/11				—				—				—				—
			261,119	(4)			—				—				44.31				12/14/11				—				—				—				—
			—				235,006	(5)			—				35.06				2/19/13				—				—				—				—
			—				217,684	(6)			—				30.31				1/12/15				—				—				—				—
			—				47,001	(7)			—				32.88				2/16/15				—				—				—				—
			—				—				—				—				—				234,000				8,316,360				—				—
Lowry Mays			103,659	(8)			—				—				19.05				2/10/07				—				—				—				—
			417,790	(9)			—				—				40.21				2/9/08				—				—				—				—
			391,678	(10)			—				—				55.71				2/12/09				—				—				—				—
			391,678	(11)			—				—				63.79				2/28/10				—				—				—				—
			391,678	(12)			—				—				55.54				2/12/11				—				—				—				—
			391,678	(13)			—				—				44.31				12/14/11				—				—				—				—
			235,007	(14)			—				—				35.06				2/19/13				—				—				—				—
			156,671	(15)			—				—				42.63				2/19/14				—				—				—				—
			217,685	(16)			—				—				30.31				1/12/15				—				—				—				—
			47,001	(17)			—				—				32.88				2/16/15				—				—				—				—
			250,000	(18)			—				—				31.72				12/22/15				—				—				—				—
			—				—				—				—				—				84,000				2,985,360				—				—
John Hogan			26,111	(2)			—				—				63.79				2/28/07				—				—				—				—
			26,111	(19)			—				—				55.54				2/12/08				—				—				—				—
			52,223	(20)			—				—				44.31				12/14/08				—				—				—				—
			141,004	(1)			—				—				42.63				2/19/09				—				—				—				—
			22,195	(21)			66,585	(22)			—				35.06				2/19/10				—				—				—				—
			31,334	(23)			—				—				53.62				7/25/11				—				—				—				—
			—				103,659	(24)			—				30.31				1/12/12				—				—				—				—
			—				51,829	(25)			—				26.14				7/30/12				—				—				—				—
			—				—				—				—				—				75,000				2,665,500				—				—
Paul Meyer			—				—				—				—				—				12,000				426,480				—				—

Option Exercises and Stock Vested

     The following table sets forth certain information concerning option exercises by and stock vesting for the named executive officers during the year ended December 31, 2006.

2006 OPTION EXERCISES AND STOCK VESTED

		Option Awards								Stock Awards
		Number of Shares
		Acquired on				Value Realized				Number of Shares				Value Realized
Name		Exercise				on Exercise				Acquired on Vesting				on Vesting
		(#)				($)				(#)				($)
Mark Mays (PEO)			—				—				—				—
Randall Mays (PFO)			—				—				—				—
Lowry Mays			124,391				2,183,709				—				—
Paul Meyer			—				—				—				—
John Hogan			—				—				—				—

Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

     The following table sets forth certain information concerning nonqualified defined contribution and other deferred compensation plans for the named executive officers for the year ended December 31, 2006.

2006 NONQUALIFIED DEFERRED COMPENSATION

		Executive				Registrant				Aggregate				Aggregate				Aggregate
		Contributions in				Contributions in				Earnings (Loss)				Withdrawals/				Balance at Last
Name		Last FY				Last FY				in Last FY				Distributions				FYE
		($)				($)				($)				($)				($)
Mark Mays (PEO)			—				—				23,189				—				473,746
Randall Mays (PFO)			—				—				—				—				—
Lowry Mays			—				—				—				—				—
John Hogan			44,961				—				38,040				—				379,719
Paul Meyer			230,000				—				18,712				—				248,712

Potential Post-Employment Payments

  L. Lowry Mays, Mark Mays and Randall Mays

     Each of the executive employment agreements for L. Lowry Mays, Mark Mays and Randall Mays provides for severance and change-in-control payments in the event that we terminate the executive’s employment without “Cause” or if the executive terminates for “Good Reason.” The discussion below summarizes the potential post-employment payments under the executive employment agreements in effect as of the date of this Proxy Statement, with appropriate notation of any of the material terms summarized that will change as a result of the November 2006 Amendment once our merger with BT Triple Crown or a transaction qualifying as a Superior Proposal under the merger agreement has been consummated

     Under each executive agreement, “Cause” is defined as the executive’s: (i) final conviction of a felony involving moral turpitude; or (ii) willful misconduct that is materially and demonstrably injurious economically to us. However, no act, or failure to act, by executive shall be considered “willful” unless committed in bad faith and without a reasonable belief that the act or omission was in our best interests or the best interests of our affiliates. Furthermore, “Cause” will not be found to exist unless and until we have delivered to executive a copy of a resolution duly adopted by three-quarters of the independent members of our board of directors at a meeting of the Board called and held for such purpose (after reasonable notice to executive and an opportunity for executive to be heard before the Board), finding that in the good faith opinion of the Board, executive was guilty of such misconduct and specifying the particulars of such finding in detail.

     The term “Good Reason” includes, subject to certain exceptions, executive’s resignation due to a “Change in Control” transaction involving us; our election not to automatically extend the term of the executive’s employment agreement; a diminution in the executive’s pay, bonus opportunity, duties offices or title (including membership on the Clear Channel board of directors); substantially increased travel or relocation; diminution in our welfare or benefit plans; or, (1) in the case of Mark Mays, at any time that the office of Chairman of the Board is held by someone other than L. Lowry Mays, Mark Mays or Randall Mays; or (2) in the case of Randall Mays , at any time that either of the offices of Chairman of the Board or Chief Executive Officer is held by someone other than L. Lowry Mays, Mark Mays or Randall Mays. An isolated, insubstantial and inadvertent action taken in good faith and which is remedied by us within ten days after receipt of notice thereof given by executive shall not constitute Good Reason. Executive’s right to terminate employment for Good Reason shall not be affected by executive’s incapacity due to mental or physical illness.

     The term “Change in Control” means the occurrence of one of the following events: (i) subject to certain exceptions, individuals who constitute the Board as of April 24, 2007 cease for any reason to constitute at least a majority of the Board; (ii) subject to certain exceptions, any person or entity is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of our securities representing 20% or more of our combined voting power eligible to vote for the election of the Board; (iii) subject to certain exceptions, the approval by our shareholders of a merger, consolidation, share exchange or similar form of transaction involving us or any of our subsidiaries, or the sale of all or substantially all of our assets; or (iv) subject to certain exceptions, Board approval of our liquidation or dissolution. However, the executive employment agreements expressly provide that the consummation of our merger with BT Triple Crown Merger Co. pursuant to that certain Agreement and Plan of Merger with BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, and T Triple Crown Finco, LLC, dated November 16, 2006 or the consummation of any transaction qualifying as a “Superior Proposal” as defined in

the merger agreement will not be considered a “Change of Control” pursuant to which the executive may terminate his employment for “Good Reason.”

     If the executive is terminated by us without “Cause” or the executive resigns for “Good Reason” then the executive will receive (i) a lump-sum cash payment equal to the base salary, a prorated bonus (determined by reference to the executive’s bonus opportunity for the year in which the termination occurs or, if such bonus opportunity has not yet been determined, the prior year) and accrued vacation pay through the date of termination, and (ii) a lump-sum cash payment equal to 2.99 times the sum of the executive’s base salary and bonus (using the highest bonus paid to executive in the five years preceding the termination (but not less than $1,000,000 bonus for Mark Mays or Randall Mays, and $3,000,000 bonus for L. Lowry Mays) and immediate vesting of unvested stock options and unvested shares of restricted stock on the date of termination. (The November 2006 Amendments provide that once our merger with BT Triple Crown or a transaction qualifying as a Superior Proposal has been consummated, L. Lowry Mays will no longer be entitled to the severance payment described in clause (ii) above; however, he would be entitled to an income tax gross up payment).In addition, any and all insurance benefits or policies for the benefit of executive shall become the sole property of executive and, to the extent applicable, all of our rights therein (including repayment of premiums) shall be forfeited by us and, to the extent not already made, we shall make all contributions or payments required of such policies for the year of termination.

     In addition, in the event that the executive’s employment is terminated by us without “Cause” or by the executive for “Good Reason,” we shall maintain in full force and effect, for the continued benefit of the executive, his spouse and his dependents for a period of seven years following the date of termination, the medical, hospitalization, dental, and life insurance programs in which the executive, his spouse and his dependents were participating immediately prior to the date of termination, at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by executive for such benefits) as existed immediately prior to the date of termination. However, if the executive, his spouse or his dependents cannot continue to participate in our programs providing such benefits, we shall arrange to provide the executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs. The executive shall also be paid a lump sum payment equal to the amount of compensation or contributions (as the case may be) by us that executive would have been entitled to receive (assuming he would have received the maximum amount payable or contributable under each plan or arrangement for any year) under any plan or arrangement he was then participating (or entitled to participate in) for a seven year period following the date of termination. The November 2006 Amendments provide that once our merger with BT Triple Crown or a transaction qualifying as a Superior Proposal has been consummated, we will be required in such circumstances to maintain in the case of the executive employment agreements with Mark Mays and Randall Mays, the medical, hospitalization, dental, and life insurance programs referred to above for a period of three years (rather than the seven years currently provided. In the case where the executive is terminated by us without “Cause” or the executive resigns for “Good Reason” following a Change in Control, the payment referred to above will be “grossed up” for any excise and other taxes imposed under Section 280G and related sections of the Internal Revenue Code.

     If the executive’s employment is terminated by us for Cause or by the executive other than for Good Reason, we will pay executive his base salary, bonus and his accrued vacation pay through the date of termination, as soon as practicable following the date of termination; (ii) we will reimburse executive for reasonable expenses incurred, but not paid prior to such termination of employment; and (iii) executive shall be entitled to any other rights, compensation and/or benefits as may be due to executive in accordance with the terms and provisions of any of our agreements, plans or programs.

     During any period that executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, executive shall continue to receive his full base salary until his employment is terminated. If, as a result of executive’s incapacity due to physical or mental illness, executive shall have been substantially unable to perform his duties hereunder for an entire period of six consecutive months, and within 30 days after written notice of termination is given after such six month period, executive shall not have returned to the substantial performance of his duties on a full-time basis, we will have the right to terminate his employment for disability. In the event executive’s employment is terminated for disability: (i) we will pay to executive (A) his base salary, bonus and accrued vacation pay through the date of termination and (B) continued base salary and continued benefits for seven years (three years with respect to a termination following the date our merger with BT Triple Crown or a transaction qualifying as a Superior Proposal has been consummated); (ii) we will reimburse executive for

reasonable expenses incurred, but not paid prior to such termination of employment; (iii) executive shall be entitled to any other rights, compensation and/or benefits as may be due to executive in accordance with the terms and provisions of any of our agreements, plans or programs; and (iv) executive shall be paid the amount of compensation or contributions (as the case may be) by us that executive would have been entitled to receive (assuming he would have received the maximum amount payable or contributable under each plan or arrangement for any year) under any plan or arrangement he was then participating (or entitled to participate in) for a seven year period (three years with respect to a termination following the date our merger with BT Triple Crown or a transaction qualifying as a Superior Proposal has been consummated) following the date of termination. In addition, once our merger with BT Triple Crown or a transaction qualifying as a Superior Proposal has been consummated, payments of continued base salary to L. Lowry Mays under clause (i)(B) of the preceding sentence will be eliminated, but payments of continued benefits under clause (i)(B) of the preceding sentence and payments of compensation or contributions under clause (iv) of the preceding sentence will continue for the full seven year period.

     If executive’s employment is terminated by his death: (i) we will pay in a lump sum to executive’s beneficiary, legal representatives or estate, as the case may be, executive’s base salary, bonus and accrued vacation pay through the date of his death and $3,750,000, in the case of L. Lowry Mays, or $1,000,000, in the case of Mark Mays and Randall Mays, (which may be paid through insurance) and shall provide executive’s spouse and dependents with continued benefits for seven years (in the case of Mark Mays and Randall Mays, three years with respect to a termination following the date our merger with BT Triple Crown or a transaction qualifying as a Superior Proposal has been consummated); (ii) we will reimburse executive’s beneficiary, legal representatives, or estate, as the case may be, for reasonable expenses incurred, but not paid prior to such termination of employment; executive’s beneficiary, legal representatives or estate, as the case may be, shall be entitled to any other rights, compensation and benefits as may be due to any such persons or estate in accordance with the terms and provisions of any of our agreements, plans or programs; and (iv) executive’s beneficiary, legal representatives or estate, as the case may be shall be paid the amount of compensation or contributions (as the case may be) by us that executive would have been entitled to receive (assuming he would have received the maximum amount payable or contributable under each plan or arrangement for any year) under any plan or arrangement he was then participating in (or entitled to participate in) for a seven year period (in the case of Mark Mays and Randall Mays, three years with respect to a termination following the date our merger with BT Triple Crown or a transaction qualifying as a Superior Proposal has been consummated) following the date of termination.

     Set forth below is a summary of the potential payments and benefits due to Messrs. L. Lowry Mays, Mark P. Mays and Randall T. Mays as if such employment were terminated as of December 31, 2006 by us without Cause (and, if applicable, by the executive for Good Reason, which includes, among other things, a Change in Control), as a result of disability and upon death under their respective employment agreements prior to and following the consummation of our merger with BT Triple Crown or the consummation of a transaction qualifying as a Superior Proposal. Certain assumptions were made in calculating the amounts shown below. See “Assumptions in Calculating Post-Termination Payments” on page 35 of this document.

L. Lowry Mays

     Under Terms of Mr. L. Lowry Mays’ Employment Agreement following the consummation of our merger or a transaction qualifying as a Superior Proposal

     The following is a summary of potential payments that would be due L. Lowry Mays upon a termination without Cause (and, if applicable, for Good Reason, which includes, among other things, a Change in Control), a termination as a result of disability and a termination upon death following the consummation of our merger with BT Triple Crown or the consummation of a transaction qualifying as a Superior Proposal.

     If Mr. Mays’ employment had been terminated by us without Cause or by him for Good Reason, he would have been entitled to the following payments and benefits: the intrinsic value of the immediate vesting of unvested shares of restricted stock ($2,985,360); the value associated with the continued provision of health benefits for the next seven years to his spouse or dependents ($47,017); the continued company match of 401(k) contributions for seven years ($39,375) and the value of income tax gross up payments ($1,843,051).

     If Mr. Mays’ employment had been terminated due to his disability, he would have been entitled to the following payments and benefits: the value associated with the continued provision of health benefits for the next

seven years to his spouse or dependents ($47,017) and the continued company match of 401(k) contributions for seven years ($39,375).

     If Mr. Mays’ employment had been terminated due to his death, his estate would have been entitled to the following payments and benefits: a lump sum cash payment ($3,750,000); the value associated with the continued provision of health benefits for the next seven years to his spouse or dependents ($47,017) and the continued company match of 401(k) contributions for seven years ($39,375).

     Under Terms of Mr. L. Lowry Mays’ Employment Agreement prior to the consummation of our merger or a transaction qualifying as a Superior Proposal

     The following is a summary of the potential payments due L. Lowry Mays if his employment had been terminated on December 31, 2006 by us without Cause (and, if applicable, by Mr. Mays for Good Reason, which includes, among other things, a change in control), as a result of disability and upon death, prior to the consummation of our merger with BT Triple Crown or the consummation of a transaction qualifying as a Superior Proposal.

     If Mr. Mays’ employment had been terminated by us without Cause or by him for Good Reason, he would have been entitled to the following payments and benefits: a lump sum cash payment representing continuation of base salary for 2.99 years ($2,078,050); a lump sum cash payment representing continuation of bonus for 2.99 years ($8,970,000); the intrinsic value of the immediate vesting of unvested shares of restricted stock ($2,985,360); the value associated with the continued provision of health benefits for the next seven years to his spouse or dependents ($47,017); the continued company match of 401(k) contributions for seven years ($39,375) and the value of excise tax gross up payments ($4,586,747).

     If Mr. Mays’ employment had been terminated due to his disability, he would have been entitled to the following payments and benefits: the continued payment of Mr. Mays’ base salary for seven years ($4,865,000); the value associated with the continued provision of health benefits for the next seven years to his spouse or dependents ($47,017) and the continued company match of 401(k) contributions for seven years ($39,375).

     If Mr. Mays’ employment had been terminated due to his death, his estate would have been entitled to the following payments and benefits: a lump sum cash payment ($3,750,000); the value associated with the continued provision of health benefits for the next seven years to his spouse or dependents ($47,017) and the continued company match of 401(k) contributions for seven years ($39,375).

Mark Mays

     Under Terms of Mr. Mark Mays’ Employment Agreement following the consummation of our merger or a transaction qualifying as a Superior Proposal

     The following is a summary of potential payments that would be due Mark Mays if his employment had been terminated on December 31, 2006 upon a termination without Cause (and, if applicable, by Mr. Mays for Good Reason, which includes, among other things, a change in control), a termination as a result of disability and a termination upon death following the consummation of our merger with BT Triple Crown or the consummation of a transaction qualifying as a Superior Proposal.

     If Mr. Mays’ employment had been terminated by us without Cause or by him for Good Reason, he would have been entitled to the following payments and benefits: a lump sum cash payment representing 2.99 times base salary ($2,676,050); a lump sum cash payment representing 2.99 times bonus ($16,202,063); the intrinsic value of the immediate vesting of unvested stock options ($1,376,128); the intrinsic value of the immediate vesting of unvested shares of restricted stock ($8,316,360); the value associated with the continued provision of health benefits for the next three years to his spouse or dependents ($40,961); the continued company match of 401(k) contributions for three years ($16,875) and the value of excise tax gross up payments ($10,277,633).

     If Mr. Mays’ employment had been terminated due to his disability, he would have been entitled to the following payments and benefits: a lump sum cash payment representing continuation of Mr. Mays’ base salary for

three years ($2,685,000); the value associated with the continued provision of health benefits for the next three years to his spouse or dependents ($40,961) and the continued company match of 401(k) contributions for three years ($16,875).

     If Mr. Mays’ employment had been terminated due to his death, his estate would have been entitled to the following payments and benefits: a lump sum cash payment ($1,000,000); the value associated with the continued provision of health benefits for the next three years to his spouse or dependents ($40,961) and the continued company match of 401(k) contributions for three years ($16,875).

     Under Terms of Mr. Mark Mays’ Employment Agreement prior to the consummation of our merger or a transaction qualifying as a Superior Proposal

     The following is a summary of the potential payments due Mark Mays if his employment had been terminated on December 31, 2006 by us without Cause (and, if applicable, by Mr. Mays for Good Reason, which includes, among other things, a change in control), as a result of disability and upon death, prior to the consummation of our merger with BT Triple Crown or the consummation of a transaction qualifying as a Superior Proposal.

     If Mr. Mays’ employment had been terminated by us without Cause or by him for Good Reason, he would have been entitled to the following payments and benefits: a lump sum cash payment representing continuation of base salary for 2.99 years ($2,676,050); a lump sum cash payment representing continuation of bonus for 2.99 years ($16,202,063); the intrinsic value of the immediate vesting of unvested stock options ($1,376,128); the intrinsic value of the immediate vesting of unvested shares of restricted stock ($8,316,360); the value associated with the continued provision of health benefits for the next seven years to his spouse or dependents ($95,576); the continued company match of 401(k) contributions for seven years ($39,375) and the value of excise tax gross up payments ($10,313,922).

     If Mr. Mays’ employment had been terminated due to his disability, he would have been entitled to the following payments and benefits: a lump sum cash payment representing the continued payment of Mr. Mays’ base salary for seven years ($6,265,000); the value associated with the continued provision of health benefits for the next seven years to his spouse or dependents ($95,576) and the continued company match of 401(k) contributions for seven years ($39,375).

     If Mr. Mays’ employment had been terminated due to his death, his estate would have been entitled to the following payments and benefits: a lump sum cash payment (($1,000,000)); the value associated with the continued provision of health benefits for the next seven years to his spouse or dependents ($95,576) and the continued company match of 401(k) contributions for seven years ($39,375).

Randall Mays

     Under Terms of Mr. Randall Mays’ Employment Agreement following the consummation of our merger or a transaction qualifying as a Superior Proposal

     The following is a summary of potential payments that would be due Randall Mays if his employment had been terminated on December 31, 2006 upon a termination without Cause (and, if applicable, by Mr. Mays for Good Reason, which includes, among other things, a change in control), a termination as a result of disability and a termination upon death following the consummation of our merger with BT Triple Crown or the consummation of a transaction qualifying as a Superior Proposal.

     If Mr. Mays’ employment had been terminated by us without Cause or by him for Good Reason, he would have been entitled to the following payments and benefits: a lump sum cash payment representing 2.99 times base salary ($2,586,350); a lump sum cash payment representing 2.99 times bonus ($16,202,063); the intrinsic value of the immediate vesting of unvested stock options ($1,376,128); the intrinsic value of the immediate vesting of unvested shares of restricted stock ($8,316,360); the value associated with the continued provision of health benefits for the next three years to his spouse or dependents ($43,553); the continued company match of 401(k) contributions for three years ($16,875) and the value of excise tax gross up payments ($10,207,127).

     If Mr. Mays’ employment had been terminated due to his disability, he would have been entitled to the following payments and benefits: the continued payment of Mr. Mays’ base salary for three years ($2,595,000); the value associated with the continued provision of health benefits for the next three years to his spouse or dependents ($43,553) and the continued company match of 401(k) contributions for three years ($16,875).

     If Mr. Mays’ employment had been terminated due to his death, his estate would have been entitled to the following payments and benefits: a lump sum cash payment ($1,000,000); the value associated with the continued provision of health benefits for the next three years to his spouse or dependents ($43,553) and the continued company match of 401(k) contributions for three years ($16,875).

     Under Terms of Mr. Randall Mays’ Employment Agreement prior to the consummation of our merger or a transaction qualifying as a Superior Proposal

     The following is a summary of the potential payments due Randall Mays if his employment had been terminated on December 31, 2006 by us without Cause (and, if applicable, by Mr. Mays for Good Reason, which includes, among other things, a change in control), as a result of disability and upon death, prior to the consummation of our merger with BT Triple Crown or the consummation of a transaction qualifying as a Superior Proposal.

     If Mr. Mays’ employment had been terminated by us without Cause or by him for Good Reason, he would have been entitled to the following payments and benefits: a lump sum cash payment representing continuation of base salary for 2.99 years ($2,586,350); a lump sum cash payment representing continuation of bonus for 2.99 years ($16,202,063); the intrinsic value of the immediate vesting of unvested stock options ($1,376,128); the intrinsic value of the immediate vesting of unvested shares of restricted stock ($8,316,360); the value associated with the continued provision of health benefits for the next seven years to his spouse or dependents ($101,623); the continued company match of 401(k) contributions for seven years ($39,375) and the value of excise tax gross up payments ($10,245,042).

     If Mr. Mays’ employment had been terminated due to his disability, he would have been entitled to the following payments and benefits: a lump sum cash payment representing continuation of base salary for seven years ($6,055,000); the value associated with the continued provision of health benefits for the next seven years to his spouse or dependents ($101,623) and the continued company match of 401(k) contributions for seven years ($39,375).

     If Mr. Mays’ employment had been terminated due to his death, his estate would have been entitled to the following payments and benefits: a lump sum cash payment ($1,000,000); the value associated with the continued provision of health benefits for the next seven years to his spouse or dependents ($101,623) and the continued company match of 401(k) contributions for seven years ($39,375).

   Paul Meyer

     If Mr. Meyer’s employment with Clear Channel Outdoor Holdings, Inc., or CCOH, is terminated by CCOH for Cause, CCOH will, within 90 days, pay in a lump sum amount to Mr. Meyer his accrued and unpaid base salary and any payments to which he may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies). A termination for Cause must be for one or more of the following reasons: (i) conduct by Mr. Meyer constituting a material act of willful misconduct in connection with the performance of his duties, including violation of CCOH’s policy on sexual harassment, misappropriation of funds or property of CCOH, or other willful misconduct as determined in the sole discretion of CCOH; (ii) continued, willful and deliberate non-performance by Mr. Meyer of his duties hereunder (other than by reason of Mr. Meyer’s physical or mental illness, incapacity or disability) where such non-performance has continued for more than 10 days following written notice of such non-performance; (iii) Mr. Meyer’s refusal or failure to follow lawful directives where such refusal or failure has continued for more than 30 days following written notice of such refusal or failure; (iv) a criminal or civil conviction of Mr. Meyer, a plea of nolo contendere by Mr. Meyer, or other conduct by Mr. Meyer that, as determined in the sole discretion of the Board, has resulted in, or would result in if he were retained in his position with CCOH, material injury to the reputation of CCOH, including conviction of fraud, theft, embezzlement, or a

crime involving moral turpitude; (v) a breach by Mr. Meyer of any of the provisions of his employment agreement; or (vi) a violation by Mr. Meyer of CCOH’s employment policies.

     If Mr. Meyer’s employment with CCOH is terminated by CCOH without Cause, a one year’s written notice is required. Int that event, CCOH will, within 90 days after the effective date of the termination, pay in a lump sum amount to Mr. Meyer (i) his accrued and unpaid base salary and pro rated bonus, if any, and (ii) any payments to which he may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies). Additionally, Mr. Meyer will receive a total of $600,000, paid pro rata over a one year period in accordance with CCOH’s standard payroll schedule and practices, as consideration for Mr. Meyer’s post-termination non-compete and non-solicitation obligations.

     If Paul Meyer’s employment with CCOH terminates by reason of his death, CCOH will, within 90 days, pay in a lump sum amount to such person as Mr. Meyer shall designate in a notice filed with CCOH or, if no such person is designated, to Mr. Meyer’s estate, Mr. Meyer’s accrued and unpaid base salary and prorated bonus, if any, and any payments to which Mr. Meyer’s spouse, beneficiaries, or estate may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies). If Mr. Meyer’s employment with CCOH terminates by reason of his disability (defined as Mr. Meyer’s incapacity due to physical or mental illness such that Mr. Meyer is unable to perform his duties under this Agreement on a full-time basis for more than 90 days in any 12 month period, as determined by CCOH), CCOH shall, within 90 days, pay in a lump sum amount to Mr. Meyer his accrued and unpaid base salary and prorated bonus, if any, and any payments to which he may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies).

     If Mr. Meyer’s employment had been terminated on December 31, 2006 by us without Cause, he would have been entitled to the following payments and benefits: a cash payment representing a continuation of salary paid pro rata over a one year period ($600,000). Assuming a change in control of Clear Channel on December 31, 2006, Mr. Meyer would receive the intrinsic value of the immediate vesting of unvested shares of restricted stock ($426,480). Mr. Meyer is not entitled to any payments from the Company upon any change in control of Clear Channel Communications, Inc.

     Certain assumptions were made in calculating the amounts described above. See “Assumptions in Calculating Post-Termination Payments” on page 35 of this document.

     John Hogan

     If Mr. Hogan’s employment with Clear Channel Broadcasting, Inc., or CCB, is terminated by CCB for Cause, CCB will, within 45 days, pay in a lump sum amount to Mr. Hogan his accrued and unpaid base salary and any payments to which he may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies). A termination for Cause must be for one or more of the following reasons: (i) conduct by Mr. Hogan constituting a material act of willful misconduct in connection with the performance of his duties, including violation of CCB’s policy on sexual harassment, misappropriation of funds or property of CCB, or other willful misconduct as determined in the sole reasonable discretion of CCB; (ii) continued, willful and deliberate non-performance by Mr. Hogan of his duties hereunder (other than by reason of Mr. Hogan’s physical or mental illness, incapacity or disability) where such non-performance has continued for more than 10 days following written notice of such non-performance; (iii) Mr. Hogan’s refusal or failure to follow lawful directives where such refusal or failure has continued for more than 30 days following written notice of such refusal or failure; (iv) a criminal or civil conviction of Mr. Hogan, a plea of nolo contendere by Mr. Hogan, or other conduct by Mr. Hogan that, as determined in the sole reasonable discretion of the Board, has resulted in, or would result in if he were retained in his position with CCB, material injury to the reputation of CCB, including conviction of fraud, theft, embezzlement, or a crime involving moral turpitude; (v) a material breach by Mr. Hogan of any of the provisions of his employment agreement; or (vi) a material violation by Mr. Hogan of CCB’s employment policies.

     If Mr. Hogan’s employment with CCB is terminated by CCB without Cause, CCB will: (1) pay Mr. Hogan his base salary and pro rated bonus , if any, for the one year notice period; and (2) pay Mr. Hogan any payments to which he may be entitled under any applicable employee benefit plan; and (3) pay Mr. Hogan $1,600,000.00 over 3 years commencing on the effective date of the termination and in accordance with CCB’s standard payroll practices as consideration for certain non-compete obligations. If Mr. Hogan’s employment with CCB is terminated

by Mr. Hogan, CCB will (1) pay Mr. Hogan his base salary and pro rated bonus, if any, for the one year notice and (2) pay Mr. Hogan his then current base salary for a period of one year in consideration for certain non-compete obligations

     If Mr. Hogan’s employment with CCB terminates by reason of his death, CCB will, within 45 days, pay in a lump sum amount to such person as Mr. Hogan shall designate in a notice filed with CCB or, if no such person is designated, to Mr. Hogan’s estate, Mr. Hogan’s accrued and unpaid base salary and prorated bonus, if any, and any payments to which Mr. Hogan’s spouse, beneficiaries, or estate may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies). If Mr. Hogan’s employment with CCB terminates by reason of his disability (defined as Mr. Hogan’s incapacity due to physical or mental illness such that Mr. Hogan is unable to perform his duties under this Agreement on a full-time basis for more than 90 days in any 12 month period, as determined by CCB), CCB shall, within 45 days, pay in a lump sum amount to Mr. Hogan his accrued and unpaid base salary and prorated bonus, if any, and any payments to which he may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies).

     If Mr. Hogan’s employment had been terminated on December 31, 2006 by us without Cause, he would have been entitled to the following payments and benefits: (i) a lump sum cash payment representing a continuation of salary ($622,917), (ii) an amount representing Mr. Hogan’s bonus for one year (which, since it is determined and awarded based upon performance, cannot be estimated) and (iii) a cash payment paid over three years commencing on the effective date of the termination ($1,600,000). If Mr. Hogan’s employment had been terminated on December 31, 2006 by his notice of termination to CCB, he would have been entitled to the following payments and benefits: (i) a lump sum cash payment representing a continuation of salary for two years ($1,245,834) and (ii) an amount representing two years of bonus (which, since it is determined and awarded based upon performance, cannot be estimated) . Assuming a change in control of the Company on December 31, 2006, Mr. Hogan would receive the intrinsic value of the immediate vesting of unvested stock options ($1,061,012) and the intrinsic value of the immediate vesting of unvested shares of restricted stock ($2,665,500).

     Certain assumptions were made in calculating the amounts described above. See “Assumptions in Calculating Post-Termination Payments” below.

   Assumptions in Calculating Post-Termination Payments

     In calculating the amounts shown for each individual, the following assumptions were made: (i) the value of restricted stock was calculated based on the assumption that all restricted stock will vest on the deemed change in control date. The amounts listed above represent the intrinsic value of the restricted shares on the deemed change in control date; (ii) the value of stock options was calculated based on the assumption that all in the money options are cashed out on the deemed change in control date. The amounts listed above represent the intrinsic value of the stock options on the deemed change in control date; (iii) the values associated with the continued provision of health benefits are based on the total 2007 premiums for medical and life insurance multiplied by the number of years the executive is entitled to those benefits pursuant to his employment agreement; (iv) the continued company match of 401(k) contributions is based on the 2007 maximum company match multiplied by the number of years the executive is entitled to those benefits pursuant to his employment agreement; and (v) the excise tax gross-up amount was calculated to make the executive whole for the excise tax collected under Internal Revenue Code Sections 4999 and 280G. The excise tax gross up calculation was based on the assumptions in the above notes as well as the assumptions that the deemed change in control occurred on December 31, 2006, and a closing stock price of the Company’s common stock on December 29, 2006 of $35.54. In addition, although the non-compete obligations contained in the executive’s employment agreements would have value associated with them, no value was assigned to them in determining the amount of excise tax gross up. The Company assumed that any compensation received after the deemed change in control was reasonable compensation for services rendered after the change in control.

Director Compensation

     The following table sets forth certain information concerning director compensation granted to the named directors for the year ended December 31, 2006.

2006 DIRECTOR COMPENSATION

																		Change in Pension
																		Value and
																		Nonqualified
		Fees Earned												Non-Equity				Deferred
		or Paid in				Stock				Option				Incentive Plan				Compensation				All Other
Name		Cash				Awards				Awards				Compensation				Earnings				Compensation				Total
		($)				($)				($)				($)				($)				($)				($)
Alan Feld			127,500				97,241	(1)			28,784	(1)			—				—				—				253,525
Perry Lewis			145,000				97,241	(1)			28,784	(1)			—				—				—				271,025
B.J. McCombs			57,000				—				129,129	(1)			—				—				—				186,129
Phyllis Riggins			87,500				109,475	(1)			17,049	(1)			—				—				—				214,024
Theodore Strauss			87,500				97,241	(1)			28,784	(1)			—				—				—				213,525
J.C. Watts			71,000				97,241	(1)			17,049	(1)			—				—				—				185,290
John Williams			118,000				97,241	(1)			28,784	(1)			—				—				—				244,025
John B. Zachry			108,500				—				80,828	(1)			—				—				—				189,328

     Each non-employee director is paid a $50,000 annual retainer provided that he or she attends not less than 75% of the regular meetings of the Board. The chairpersons of each of the Audit Committee, Compensation Committee and Nominating and Governance Committee are paid an additional annual retainer of $20,000, $10,000, and $5,000, respectively. All members of the Audit Committee are paid an additional annual retainer of $7,500 and each member of the Compensation Committee and Nominating and Governance Committee are paid an additional annual retainer of $3,000. In addition, Board members are paid additional fees for service on special committees of the Board.

     Each non-employee director is also granted options annually to purchase 7,500 shares of Clear Channel common stock. The directors are offered the opportunity to accept an award of 1,875 shares of restricted stock in place of this grant. The options and the restricted stock awards vest 20% annually over five years.

     Grants of stock option or restricted stock awards to newly-elected non employee members of the Board are made at the next-following regularly scheduled meeting of the Board after the election. If a non-employee member of the Board is appointed between regularly scheduled meetings, then grants of stock options or restricted stock awards are made at the first meeting in attendance after such appointment, and the first meeting after election thereafter.

SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires Clear Channel’s directors, executive officers and beneficial owners of more than 10% of any class of equity securities of Clear Channel to file reports of ownership and changes in ownership with the SEC and the NYSE. Directors, executive officers and greater than 10% shareholders are required to furnish Clear Channel with copies of all Section 16(a) forms they file.

     Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons that no such forms were required to be filed by those persons, Clear Channel believes that all such Section 16(a) filing requirements were satisfied during fiscal year 2006, except that Mr. Strauss was late in filing one transaction which was an open market sale of shares that were held indirectly by Mr. Strauss through a trust.

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

     None of the members of the Compensation Committee during fiscal 2006 or as of the date of this proxy statement is or has been an officer or employee of Clear Channel. Mr. B. J. McCombs serves on Clear Channel’s Compensation Committee. Clear Channel leases certain office space in San Antonio, Texas, from the children of L. Lowry Mays and a limited partnership owned and controlled by the children of B. J. McCombs. This lease had 2006 monthly rentals of $16,908 and expires on December 31, 2015. Mr. Mays and Mr. McCombs do not serve as a trustee for any of the trusts nor are either of them beneficiaries of any of the trusts. Mr. Mays and Mr. McCombs have no pecuniary or other retained interest in any of the trusts. A limited partnership owned and controlled by the children of B. J. McCombs purchased an aggregate of $872,739 of radio, television and outdoor advertising for its various automobile dealerships from Clear Channel subsidiaries during 2006. In addition, our outdoor advertising segment has five leases with the McCombs entities of which the Company received aggregate payments of $156,437 during 2006. Clear Channel believes the transactions described above are no less favorable to Clear Channel than could be obtained with nonaffiliated parties.

TRANSACTIONS WITH RELATED PERSONS

     In May 1977, Clear Channel and its then shareholders, including L. Lowry Mays and B.J. McCombs, entered into a Buy-Sell Agreement restricting the disposition of the outstanding shares of Clear Channel common stock owned by L. Lowry Mays and B.J. McCombs and their heirs, legal representatives, successors and assigns. The Buy-Sell Agreement provides that in the event that a restricted party desires to dispose of his shares, other than by disposition by will or intestacy or through gifts to such restricted party’s spouse or children, such shares must be offered for a period of 30 days to Clear Channel. Any shares not purchased by Clear Channel must then be offered for a period of 30 days to the other restricted parties. If all of the offered shares are not purchased by Clear Channel or the other restricted parties, the restricted party offering his or her shares may sell them to a third party during a period of 90 days thereafter at a price and on terms not more favorable than those offered to Clear Channel and the other restricted parties. In addition, a restricted party may not individually, or in concert with others, sell any shares so as to deliver voting control to a third party without providing in any such sale that all restricted parties will be offered the same price and terms for their shares. All shares of Clear Channel common stock owned by Mr. McCombs have been released from the terms of the Buy-Sell Agreement.

     Alan D. Feld, a director of Clear Channel, is the sole shareholder of a professional corporation which is a partner in the law firm of Akin Gump Strauss Hauer & Feld LLP, or Akin Gump. Akin Gump represents Clear Channel in a number of ongoing legal matters. During 2006, Clear Channel incurred legal fees of $4,008,399.80 million to Akin Gump. Mr. Feld has no direct interest in the amount of legal fees paid to Akin Gump by Clear Channel.

Policy on Review, Approval or Ratification of Transactions with Related Persons

     Clear Channel has adopted a written policy for approval of transactions between Clear Channel and its directors, director nominees, executive officers, greater-than-5% beneficial owners and their respective immediate family members. However, the related person transactions described in this document were not approved under this policy because they occurred prior to the time the policy was adopted.

     The policy provides that the Audit Committee reviews certain transactions subject to the policy and determines whether or not to approve those transactions. In doing so, the Audit Committee satisfies itself that it has

been fully informed as to the material facts of the related person’s relationship and interest and as to the material facts of the proposed transaction and determines whether the transaction is fair to Clear Channel. In addition, if Clear Channel’s management, in consultation with Clear Channel’s Chief Executive Officer or President and Chief Financial Officer determines that it is not practicable to wait until the next Audit Committee meeting to approve or ratify a particular transaction, then the Board has delegated authority to the Chairman of the Audit Committee to approve or ratify such transactions. The Chairman of the Audit Committee shall report to the Audit Committee any transactions reviewed by him or her pursuant to this delegated authority at the next Audit Committee meeting.

AUDIT COMMITTEE REPORT

     The following Report of the Audit Committee concerns the Committee’s activities regarding oversight of Clear Channel’s financial reporting and auditing process and does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent Clear Channel specifically incorporates this Report by reference therein.

     The Audit Committee is comprised solely of independent directors and it operates under a written charter adopted by the Board of Directors. The charter reflects standards set forth in SEC regulations and NYSE rules. The composition of the Audit Committee, the attributes of its members and the responsibilities of the Committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. The Committee reviews and assesses the adequacy of its charter on an annual basis. The full text of the Audit Committee’s charter can be found on Clear Channel’s Internet website at www.clearchannel.com. A copy may also be obtained upon request from the Secretary of Clear Channel.

     As set forth in more detail in the charter, the Audit Committee’s purpose is to assist the Board of Directors in its general oversight of Clear Channel’s financial reporting, internal control and audit functions. Management is responsible for the preparation, presentation and integrity of Clear Channel’s financial statements, accounting and financial reporting principles and internal controls and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. Ernst & Young LLP, Clear Channel’s independent auditing firm, is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States, as well as expressing an opinion on (i) management’s assessment of the effectiveness of internal control over financial reporting and (ii) the effectiveness of internal control over financial reporting.

     The Audit Committee members are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management and the independent auditor, nor can the Committee certify that the independent auditor is “independent” under applicable rules. The Committee serves a board-level oversight role, in which it provides advice, counsel and direction to management and the auditors on the basis of the information it receives, discussions with management and the auditors and the experience of the Committee’s members in business, financial and accounting matters.

     Among other matters, the Audit Committee monitors the activities and performance of Clear Channel’s internal and external auditors, including the audit scope, external audit fees, auditor independence matters and the extent to which the independent auditor may be retained to perform non-audit services. The Audit Committee has ultimate authority and responsibility to select, evaluate and, when appropriate, replace Clear Channel’s independent auditor. The Audit Committee also reviews the results of the internal and external audit work with regard to the adequacy and appropriateness of Clear Channel’s financial, accounting and internal controls. Management and independent auditor presentations to and discussions with the Audit Committee also cover various topics and events that may have significant financial impact or are the subject of discussions between management and the independent auditor. In addition, the Audit Committee generally oversees Clear Channel’s internal compliance programs.

     The Committee has implemented procedures to ensure that during the course of each fiscal year it devotes the attention that it deems necessary or appropriate to each of the matters assigned to it under the Committee’s

charter. To carry out its responsibilities, the Committee met eight times during the year ended December 31, 2006. The Audit Committee also meets privately with the internal and external auditors as well as management immediately following four of these meetings.

     During the course of 2006, management completed the documentation, testing and evaluation of Clear Channel’s internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. The Audit Committee was kept apprised of the progress of the evaluation and provided oversight and advice to management during the process. In connection with this oversight, the Audit Committee received periodic updates provided by management and Ernst & Young LLP at each regularly scheduled Audit Committee meeting. At the conclusion of the process, management provided the Audit Committee with a report on the effectiveness of Clear Channel’s internal control over financial reporting. The Audit Committee also reviewed the report of management contained in Clear Channel’s Annual Report on Form 10-K for the year ended December 31, 2006 filed with the SEC, as well as Ernst & Young LLP’s Report of Independent Registered Public Accounting Firm included in Clear Channel’s Annual Report on Form 10-K related to its audit of (i) the consolidated financial statements and financial statement schedule, (ii) management’s assessment of the effectiveness of internal control over financial reporting, and (iii) the effectiveness of internal control over financial reporting.

     In overseeing the preparation of Clear Channel’s financial statements, the Committee met with both management and Clear Channel’s outside auditors to review and discuss all financial statements prior to their issuance and to discuss significant accounting issues. Management advised the Committee that all financial statements were prepared in accordance with generally accepted accounting principles. The Committee’s review included discussion with the outside auditors of matters required to be discussed pursuant to Statement on Auditing Standards No. 61 (Communication With Audit Committees).

     With respect to Clear Channel’s outside auditors, the Committee, among other things, discussed with Ernst & Young LLP matters relating to its independence, including its letter and the written disclosures made to the Committee as required by the Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees).

     Finally, the Committee continued to monitor the scope and adequacy of Clear Channel’s internal auditing program, including proposals for adequate staffing and to strengthen internal procedures and controls where appropriate.

     On the basis of these reviews and discussions, the Committee recommended to the Board of Directors that the Board approve the inclusion of Clear Channel’s audited financial statements in Clear Channel’s Annual Report on Form 10-K for the year ended December 31, 2006, for filing with the Securities and Exchange Commission.

AUDITOR FEES

Ernst & Young LLP billed Clear Channel the following fees for services provided during the years ended December 31, 2005 and 2004:

		Fees Paid During Year Ended
		December 31,
(In thousands)		2006				2005
Annual audit fees (1) (2)		$	6,073			$	11,797
Audit-related fees (3)			129				—
Tax fees (4)			1,401				2,830
All other fees (5)			28				—
Total fees for services		$	7,631			$	14,627