UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

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CC Media Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

 

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

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CC MEDIA HOLDINGS, INC.

200 East Basse Road, San Antonio, Texas 78209

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 26, 2010

          As a stockholder of CC Media Holdings, Inc. (“CC Media” or the “Company”), you are hereby given notice of and invited to attend, in person or by proxy, the Annual Meeting of Stockholders of CC Media to be held at the corporate headquarters of CC Media, located at 200 East Basse Road, San Antonio, Texas 78209, on May 26, 2010, at 9:00 a.m. local time, for the following purposes:

	1.		to elect 12 directors to serve for the coming year;
	2.		to ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of CC Media for the year ending December 31, 2010; and
	3.		to transact any other business which may properly come before the meeting or any adjournment thereof.

          Only stockholders of record at the close of business on April 1, 2010 are entitled to notice of and to vote at the annual meeting.

          Two cut-out admission tickets are included on the back cover of this document and are required for admission to the annual meeting. Please contact the Secretary of CC Media at the corporate headquarters of CC Media 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 stockholders and one guest per each stockholder. Admission to the annual meeting will be on a first-come, first-served basis. Registration and seating will begin at 8:30 a.m. local time. Each stockholder may be asked to present valid picture identification, such as a driver’s license or passport. Stockholders 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 9:00 a.m. local time.

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

By Order of the Board of Directors

Robert H. Walls, Jr.
Executive Vice President, General Counsel and Secretary

San Antonio, Texas
April 26, 2010

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 26, 2010:

The Proxy Statement and Annual Report are available at:
http://bnymellon.mobular.net/bnymellon/ccmo

2010 ANNUAL MEETING OF STOCKHOLDERS
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
TABLE OF CONTENTS

		Page
PROXY STATEMENT			1
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING			1
THE BOARD OF DIRECTORS			3
BOARD MEETINGS			4
STOCKHOLDER MEETING ATTENDANCE			5
INDEPENDENCE OF DIRECTORS			5
COMMITTEES OF THE BOARD			5
BOARD LEADERSHIP STRUCTURE			8
STOCKHOLDER AND INTERESTED PARTY COMMUNICATION WITH THE BOARD			8
PROPOSAL 1: ELECTION OF DIRECTORS			8
CODE OF BUSINESS CONDUCT AND ETHICS			11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			12
COMPENSATION COMMITTEE REPORT			16
COMPENSATION DISCUSSION AND ANALYSIS			16
INTRODUCTION			16
OVERVIEW AND OBJECTIVES OF CC MEDIA’S COMPENSATION PROGRAM			17
COMPENSATION PRACTICES			18
ELEMENTS OF COMPENSATION			18
TAX AND ACCOUNTING TREATMENT			24
CORPORATE SERVICES AGREEMENT			24
SUMMARY COMPENSATION			25
EMPLOYMENT AGREEMENTS WITH THE NAMED EXECUTIVE OFFICERS			27
GRANTS OF PLAN-BASED AWARDS			30
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END			33
OPTION EXERCISES AND STOCK VESTED			34
PENSION BENEFITS			34
NONQUALIFIED DEFINED CONTRIBUTION AND OTHER NONQUALIFIED DEFERRED COMPENSATION PLANS			34
POTENTIAL POST-EMPLOYMENT PAYMENTS			35
RELATIONSHIP OF COMPENSATION POLICIES AND PROGRAMS TO RISK MANAGEMENT			41
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			42
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			42
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			42
AUDIT COMMITTEE REPORT			44
AUDITOR FEES			46
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			46
STOCKHOLDER PROPOSALS FOR THE 2011 ANNUAL MEETING			47
ADVANCE NOTICE PROCEDURES			47
OTHER MATTERS			47
GENERAL			47
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS			48
APPENDIX A			A-1

PROXY STATEMENT

          This proxy statement contains information related to the annual meeting of stockholders of CC Media Holdings, Inc. (herein referred to as “CC Media”, “Company”, “we”, “our”, or “us”) to be held on Wednesday, May 26, 2010, beginning at 9:00 a.m. local time, at the corporate offices of CC Media located at 200 East Basse Road, San Antonio, Texas, and at any postponements or adjournments thereof. This proxy statement is first being mailed to stockholders on or about May 3, 2010.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND
THE ANNUAL MEETING

Q:		Why am I receiving these materials?
A:		The Board of Directors of CC Media (the “Board”) is providing these proxy materials to you in connection with CC Media’s annual meeting of stockholders (the “annual meeting”), which will take place on May 26, 2010. 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 CC Media’s 2009 Annual Report on Form 10-K including Consolidated Financial Statements, Notes to the Consolidated Financial Statements, and Management’s Discussion and Analysis of Financial Condition and Results of Operations. A proxy card and a return envelope are also enclosed.
Q:		What proposals will be voted on at the annual meeting?
A:		There are two proposals scheduled to be voted on at the annual meeting: the election of 12 directors to serve for the coming year and the ratification of Ernst & Young LLP as CC Media’s independent registered public accounting firm for the year ending December 31, 2010.
Q:		Which of my shares may I vote?
A:		Each share of Class A common stock and each share of Class B common stock owned by you as of the close of business on April 1, 2010 (the “Record Date”) may be voted by you. These shares include shares that are: (1) held directly in your name as the stockholder of record, and (2) held for you as the beneficial owner through a stockbroker, bank or other nominee. Each share of your Class A common stock is entitled to one vote at the annual meeting. Each holder of shares of Class B common stock will be entitled to a number of votes per share equal to the number obtained by dividing (a) the sum of the total number of shares of Class B common stock outstanding as of the Record Date and the number of shares of Class C common stock outstanding as of the Record Date for such vote by (b) the number of shares of Class B common stock outstanding as of the Record Date for such vote. Except as otherwise required by law, the holders of outstanding shares of Class C common stock will not be entitled to any votes upon any questions presented to stockholders of CC Media. As of the Record Date, all of the outstanding shares of Class B common stock and Class C common stock are held by CC IV (as defined below) and CC V (as defined below), respectively.

Q:		What is the difference between holding shares as a stockholder of record and as a beneficial owner?
A:		Most stockholders of CC Media 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.
		STOCKHOLDER OF RECORD: If your shares are registered directly in your name with CC Media’s transfer agent, BNY Mellon Investor Services LLC (“Mellon”), you are considered, with respect to those shares, the stockholder of record, and these proxy materials are being sent directly to you by Mellon on behalf of CC Media. As the stockholder of record, you have the right to grant your voting proxy directly to CC Media or to vote in person at the annual meeting. CC Media 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 stockholder 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 stockholder of record, you may not vote these shares in person at the annual meeting, unless you obtain and present at the meeting 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:		Brokers will have discretion to vote the shares of customers who fail to provide voting instructions on “routine matters,” but brokers may not vote such shares on “non-routine matters” without voting instructions. When a broker is not permitted to vote the shares of a customer who does not provide voting instructions, it is called a “broker non-vote.” The election of directors is a non-routine matter. Your broker will send you directions on how you can instruct your broker to vote.
Q:		How can I vote my shares in person at the annual meeting?
A:		Shares held directly in your name as the stockholder 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, CC Media 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 and present at the meeting 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 stockholders and one guest per each stockholder. Admission to the annual meeting will be on a first-come, first-served basis. Registration and seating will begin at 8:30 a.m. local time. Each stockholder may be asked to present valid picture identification, such as a driver’s license or passport. Stockholders 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 stockholder 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 stockholder 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 CC Media a proxy card dated later than your last vote, notifying the Secretary of CC Media 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 outstanding shares of CC Media’s common stock representing a majority of the votes entitled to be cast is necessary to constitute a quorum at the annual meeting. Votes “withheld,” abstentions and “broker non-votes” are counted as present for purposes of establishing a quorum.
Q:		What are CC Media’s voting recommendations?
A:		The Board recommends that you vote your shares “FOR” each of the nominees to the Board and “FOR” the ratification of Ernst & Young LLP as CC Media’s independent registered public accounting firm for the year ending December 31, 2010.
Q:		Where can I find the voting results of the annual meeting?
A:		CC Media will announce preliminary voting results at the annual meeting and publish final results in CC Media’s current report on Form 8-K within four business days after the date of the annual meeting, which we anticipate will be filed with the Securities and Exchange Commission (the “SEC”) by June 1, 2010.

THE BOARD OF DIRECTORS

          Our Board, which consists of 12 members, is responsible for the management and direction of CC Media 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 CC Media’s business through discussions with the Chief Executive Officer, the Chief Financial Officer and other executive officers, by reviewing analyses and reports sent to them and by participating in Board and committee meetings.

          Holders of CC Media’s Class A common stock, voting as a separate class, are entitled to elect two members of the Board. However, since several entities controlled by Bain Capital Investors, LLC and its affiliates (collectively, “Bain Capital”) and Thomas H. Lee Partners, L.P. and its affiliates (collectively, “THL” and, together

with Bain Capital, the “Sponsors”) hold a majority of the outstanding capital stock and voting power of CC Media, the holders of CC Media’s Class A common stock do not have the voting power to elect the remaining 10 members of our Board. Pursuant to an amended and restated voting agreement (the “Voting Agreement”) entered into among B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, BT Triple Crown Merger Co., Inc. (“Merger Sub”), CC Media, Highfields Capital I LP, Highfields Capital II LP, Highfields Capital III L.P. (collectively, with Highfields Capital I LP and Highfields Capital II LP, the “Highfields Funds”), and Highfields Capital Management LP on May 13, 2008, one of the members of the Board who was to be elected by holders of CC Media’s Class A common stock was selected by Highfields Capital Management LP, which member was named to CC Media’s nominating and governance committee (the “Nominating and Governance Committee”) and who the parties to the Voting Agreement agreed would be Jonathon S. Jacobson, and the other director was selected by the Nominating and Governance Committee after consultation with Highfields Capital Management LP, who the parties to the Voting Agreement agreed would be David C. Abrams. These directors are nominated to stand for reelection at the annual meeting. Until the date that the Highfields Funds own less than five percent of the Class A common stock of CC Media, CC Media will nominate two candidates for election by the holders of Class A common stock, of which one candidate (who initially was Mr. Jacobson) will be selected by Highfields Capital Management LP, and one candidate (who initially was Mr. Abrams) will be selected by the Nominating and Governance Committee after consultation with Highfields Capital Management LP. CC Media has also agreed that until the termination of the Voting Agreement and subject to the fiduciary duties of its Board, CC Media shall cause at least one of the independent directors to be appointed to each of the committees of the Board and if such independent director shall cease to serve as a director of CC Media or otherwise is unable to fulfill his or her duties on any such committee, CC Media shall cause the director to be succeeded by another independent director.

          The following section sets forth information, as of April 1, 2010, regarding those individuals who currently serve as our directors, all of whom are also the nominees to be elected as directors of CC Media at the 2010 annual meeting of CC Media, to serve as directors of CC Media until the 2011 annual meeting of CC Media. Below is a list of the names, ages and positions of the individuals who serve as members of our Board. For a brief account of the business experience of the individuals who serve as members of our Board, please refer to the heading “PROPOSAL 1: ELECTION OF DIRECTORS” in this proxy statement.

								Director of CC
Name		Age				Position		Media Since
Mark P. Mays			46			Chief Executive Officer and Chairman			2008
Randall T. Mays			44			Vice Chairman			2008
David C. Abrams			49			Director			2008
Steven W. Barnes			50			Director			2007
Richard J. Bressler			52			Director			2007
Charles A. Brizius			41			Director			2007
John P. Connaughton			44			Director			2007
Blair E. Hendrix			45			Director			2008
Jonathon S. Jacobson			49			Director			2008
Ian K. Loring			43			Director			2007
Scott M. Sperling			52			Director			2007
Kent R. Weldon			42			Director			2007

BOARD MEETINGS

          During 2009, the Board held eight meetings (four regular meetings and four 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 the total number of meetings held by committees of the Board on which that director served.

STOCKHOLDER MEETING ATTENDANCE

          CC Media encourages, but does not require, directors to attend the annual meetings of stockholders. Mr. Mark P. Mays and Mr. Randall T. Mays attended the annual meeting of stockholders in 2009.

INDEPENDENCE OF DIRECTORS

          In February 2009, the Board adopted the listing standards of the Nasdaq Stock Market LLC (“NASDAQ”) for determining the independence of its members. To be considered independent under NASDAQ rules, a director may not be employed by CC Media or engage in certain types of business dealings with CC Media. As required by NASDAQ rules, the Board has made a determination as to each independent director that no relationship exists which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board reviewed and discussed information provided by the directors and by CC Media with regard to each director’s business and personal activities as they relate to CC Media. As a result of this review, the Board affirmatively determined that, of the directors nominated for election at the annual meeting, David C. Abrams and Jonathon S. Jacobson are independent directors under the listing standards of NASDAQ.

COMMITTEES OF THE BOARD

          The Board has three standing committees: the Compensation Committee (the “Compensation Committee”), the Nominating and Governance Committee (“Nominating and Governance Committee”) and the Audit Committee (the “Audit Committee”). Each committee has a written charter which guides its operations. The written charters are all available on CC Media’s Internet website at www.ccmediaholdings.com. The table below sets forth the members of each committee.

BOARD COMMITTEE MEMBERSHIP

				Nominating and
		Compensation		Governance		Audit
Name		Committee		Committee		Committee
David C. Abrams		X				X*
Steven W. Barnes				X
Charles A. Brizius				X
Richard J. Bressler		X				X
John P. Connaughton		X*		X
Blair E. Hendrix						X
Jonathon S. Jacobson		X		X
Ian K. Loring		X
Mark P. Mays
Randall T. Mays
Scott M. Sperling				X*
Kent R. Weldon		X

          The Compensation Committee

          The Compensation Committee administers CC Media’s stock option plans and performance-based compensation plans, determines compensation arrangements for all executives and makes recommendations to the Board concerning the compensation, if any, of directors of CC Media and its subsidiaries (except with respect to matters related to the compensation of the officers and directors of CC Media’s publicly traded indirect subsidiary, Clear Channel Outdoor Holdings, Inc. (“CCOH”), other than certain of CCOH’s officers). The Compensation

Committee met four times during 2009. David C. Abrams and Jonathon S. Jacobson are independent as defined by CC Media’s independence standards.

          The Compensation Committee has the ability, under its charter, to select and retain, at the expense of CC Media, 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 CC Media’s industry and to provide advice so that CC Media 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.

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

	•		assist the Board in developing and evaluating potential candidates for executive positions (including the Chief Executive Officer) and oversee the development of executive succession plans;
	•		review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer and other executive officers of CC Media, to evaluate the Chief Executive Officer’s and other executive officers’ performance in light of those goals and objectives and to determine and approve the Chief Executive Officer’s and other executive officers’ compensation level based on this evaluation; and
	•		make recommendations to the Board with respect to the adoption of new compensation, incentive-compensation plans and equity-based plans and administer existing compensation, incentive-compensation plans and equity-based plans.

          The full text of the Compensation Committee’s charter can be found on our website at www.ccmediaholdings.com.

          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 CC Media. Such subcommittees shall be composed solely of directors, each of whom is an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) and/or a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”). In order to help it carry out its responsibilities, the Compensation Committee has created an Executive Performance Subcommittee (the “Subcommittee”).

          The Nominating and Governance Committee

          The Nominating and Governance Committee’s primary responsibilities, which are discussed in detail within its charter, include the following: identify individuals qualified to become Board members, consistent with criteria approved by the Board; receive nominations for qualified individuals and review recommendations put forward by the Chief Executive Officer or recommended by stockholders of the Company; select, or recommend that the Board select, the director nominees for the next annual meeting of stockholders; make recommendations to the Board regarding committee membership; review policies with respect to significant issues of corporate public responsibility; recommend to the Board processes for annual evaluations of the performance of the Board, the appropriate Board committees and the Chairman of the Board and the Chief Executive Officer; and consider any possible conflict of interest of Board members. The Nominating and Governance Committee met once during 2009. Jonathon S. Jacobson is independent as defined by CC Media’s independence standards.

          The full text of the Nominating and Governance Committee’s charter can be found on our website at www.ccmediaholdings.com.

          Our directors play a critical role in guiding CC Media’s strategic direction and oversee the management of CC Media. CC Media does not have a formal policy with regard to the consideration of diversity in identifying director nominees, but the Nominating and Governance Committee strives to nominate directors with a variety of complementary skills so that, as a group, the Board will possess the appropriate mix of experience, skills, and expertise to oversee CC Media’s business. Director candidates should have experience in positions with a high

degree of responsibility, be leaders in the organizations with which they are affiliated and have the time, energy, interest and willingness to serve as a member of the Board. The Nominating and Governance Committee evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that can best perpetuate the success of our business and represent stockholder interests through the exercise of sound judgment using its diversity of experience. The Nominating and Governance Committee evaluates each incumbent director to determine whether he or she should be nominated to stand for re-election, based on the types of criteria outlined above as well as the director’s contributions to the Board during their current term. 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 stockholders, so long as such recommendation is made in accordance with the Amended and Restated Bylaws of CC Media (the “Bylaws”). The Nominating and Governance Committee evaluates candidates recommended by stockholders in the same manner in which it evaluates other nominees. Any stockholder wishing to propose a nominee must submit a recommendation in writing to the Secretary of CC Media not less than 90 days nor more than 120 days prior to the first anniversary of the date on which CC Media first mailed its proxy materials for the preceding year’s annual meeting of stockholders. Such a written recommendation must set forth (1) 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, 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 (2) 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 stockholder 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 stockholder 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. Stockholders should direct such proposals to: Secretary, CC Media Holdings, Inc., 200 East Basse Road, San Antonio, Texas 78209.

          The Audit Committee

          The Audit Committee is responsible for reviewing CC Media’s accounting practices and audit procedures. Additionally, Audit Committee member David C. Abrams has been designated an “Audit Committee Financial Expert” as defined by the SEC. The Audit Committee met 13 times during 2009. David C. Abrams is independent as defined by the standards of the rules and regulations of the SEC and CC Media’s independence standards.

          The Audit Committee’s purpose is to assist the Board in its general oversight of CC Media’s financial reporting, internal control and audit functions. The Audit Committee’s primary responsibilities, which are discussed in detail within its charter, include the following: select the independent registered public accounting firm; approve or pre-approve all auditing and non-audit services by the independent registered public accounting firm; review, evaluate and discuss reports regarding the independent registered public accounting firm’s independence; review with the internal auditors and the independent registered public accounting firm the scope and plan for audits; review with management, the internal auditors and the independent registered public accounting firm the Company’s system of internal control, financial and critical accounting practices and policies relating to risk assessment and risk management; review and discuss with management and the independent registered public accounting firm the annual and quarterly financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company prior to the filing of the Annual Report on Form 10-K and Quarterly Reports on Form 10-Q; and review material pending legal proceedings involving the Company and other contingent liabilities.

          The full text of the Audit Committee’s charter can be found on our website at www.ccmediaholdings.com.

BOARD LEADERSHIP STRUCTURE

          Mark P. Mays serves as both the principal executive officer and chairman of the Board. The Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board as the Board believes it is in the best interests of CC Media to make that determination based on the position and direction of CC Media and the membership of the Board.

          Our risk management philosophy strives to (i) timely identify the material risks that CC Media faces, (ii) communicate necessary information with respect to material risks to senior management and, as appropriate, to the Board or relevant Board committee, (iii) implement appropriate and responsive risk management strategies consistent with CC Media’s risk profile, and (iv) integrate risk management into CC Media’s decision-making.

          The Board has designated the Audit Committee to oversee risk management. The Audit Committee makes an annual report to the Board regarding briefings provided by management and advisors as well as the Audit Committee’s own analysis and conclusions regarding the adequacy of CC Media’s risk management processes.

          Additionally, the Board encourages management to promote a corporate culture that incorporates risk management into CC Media’s corporate strategy and day-to-day operations. For example, management is working to centralize and disseminate certain policies and procedures which will provide for greater control over and uniformity in its risk management.

STOCKHOLDER AND INTERESTED PARTY COMMUNICATION WITH THE BOARD

          Stockholders and interested parties desiring to communicate with the Board should do so by sending regular mail to: Board of Directors, CC Media Holdings, Inc., 200 East Basse Road, San Antonio, Texas 78209.

PROPOSAL 1: ELECTION OF DIRECTORS

          The Board intends to nominate at the annual meeting of stockholders the 12 persons listed as nominees below. Each of the directors elected at the annual meeting will serve until the next annual meeting of stockholders or until his or her successor shall have been elected and qualified, subject to earlier resignation, removal, death or disqualification. The directors are to be elected by a plurality of the votes cast at the annual meeting by the holders of the shares of CC Media common stock represented and entitled to be voted at the annual meeting. Holders of CC Media’s Class A common stock, voting as a separate class, are entitled to elect two members of the Board. However, since the Sponsors hold a majority of the outstanding capital stock and voting power of CC Media, the holders of CC Media Class A common stock do not have the voting power to elect the remaining 10 members of our Board. Pursuant to the Voting Agreement, one of the members of the Board who was to be elected by holders of CC Media’s Class A common stock was selected by Highfields Capital Management LP, which member was named to the Nominating and Governance Committee and who the parties to the Voting Agreement agreed would be Jonathon S. Jacobson, and the other director was selected by the Nominating and Governance Committee after consultation with Highfields Capital Management LP, who the parties to the Voting Agreement agreed would be David C. Abrams. These directors are nominated to stand for reelection at the annual meeting. Until the date that the Highfields Funds own less than five percent of the Class A common stock of CC Media, CC Media will nominate two candidates for election by the holders of Class A common stock, of which one candidate (who initially was Mr. Jacobson) will be selected by Highfields Capital Management LP, and one candidate (who initially was Mr. Abrams) will be selected by the Nominating and Governance Committee after consultation with Highfields Capital Management LP. CC Media has also agreed that until the termination of the Voting Agreement and subject to the fiduciary duties of its Board, CC Media shall cause at least one of the independent directors to be appointed to each of the committees of the Board and if such independent director shall cease to serve as a director of CC Media or otherwise is unable to fulfill his or her duties on any such committee, CC Media shall cause the director to be succeeded by another independent director.

          Votes “withheld,” abstentions and “broker non-votes” will not be counted toward a nominee’s achievement of a plurality and will have no effect on the outcome of this matter. 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 on the proxies 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 Mark P. Mays, Randall T. Mays, David C. Abrams, Steven W. Barnes, Richard J. Bressler, Charles A. Brizius, John P. Connaughton, Blair E. Hendrix, Jonathon S. Jacobson, Ian K. Loring, Scott M. Sperling and Kent R. Weldon.

          Mark P. Mays was appointed Chief Executive Officer and a director of CC Media on July 30, 2008. Mr. Mark P. Mays also served as President and Chief Operating Officer of Clear Channel Communications, Inc., an indirect wholly-owned subsidiary of CC Media (“Clear Channel”), from February 1997 until his appointment as its President and Chief Executive Officer in October 2004. He relinquished his duties as President of Clear Channel in February 2006 until he was reappointed as President in January 2010. Mr. Mark P. Mays has been one of Clear Channel’s directors since May 1998. Additionally, he serves as a director for CC Media’s publicly traded subsidiary, CCOH. Mr. Mark P. Mays is the son of L. Lowry Mays, CC Media’s Chairman Emeritus and the brother of Randall T. Mays, CC Media’s former President and Chief Financial Officer. Mr. Mark P. Mays was selected to serve as a director because of his position as Chief Executive Officer of CC Media as well as his experience in the industry.

          Randall T. Mays was appointed CC Media’s Vice Chairman in January 2010 and has served as a member of the Board since July 2008. Mr. Randall T. Mays served as President and Chief Financial Officer of CC Media from July 2008 until January 2010. Mr. Randall T. Mays was appointed as Clear Channel’s Executive Vice President and Chief Financial Officer in February 1997 and was appointed as Clear Channel’s Secretary in April 2003. He relinquished his duties as Secretary in 2004. Mr. Randall T. Mays was appointed Clear Channel’s President in February 2006 and relinquished his duties as President upon transitioning to the role of Vice Chairman in January 2010. Mr. Randall T. Mays has been one of Clear Channel’s directors since April 1999. Additionally, he serves as a director for CC Media’s publicly traded subsidiary, CCOH. Mr. Randall T. Mays is the son of L. Lowry Mays, CC Media’s Chairman Emeritus and the brother of Mark P. Mays, CC Media’s Chief Executive Officer. Mr. Randall T. Mays was selected to serve as a director because of his operational knowledge of CC Media as well as his experience in the industry.

          David C. Abrams is the managing partner of Abrams Capital, a Boston-based investment firm he founded in 1998. Abrams Capital manages in excess of $3 billion in assets across a wide spectrum of investments. Mr. Abrams serves on the Board of Directors of Crown Castle International, Inc. (NYSE: CCI) and several private companies and also serves as a Trustee of Berklee College of Music and Milton Academy. He received a B.A. from the University of Pennsylvania. Mr. Abrams has been one of CC Media’s directors since July 30, 2008. Mr. Abrams was selected to serve on the Board because of his experience in acquisitions and financings gained through his work at Abrams Capital and his strategic experience gained through serving on the board of directors of public and private companies.

          Steven W. Barnes has been associated with Bain Capital Partners, LLC since 1988 and has been a Managing Director since 2000. In addition to working for Bain Capital Partners, LLC, he also held senior operating roles of several Bain Capital portfolio companies including Chief Executive Officer of Dade Behring, Inc., President of Executone Business Systems, Inc., and President of Holson Burnes Group, Inc. Prior to 1988, he held several senior management positions in the Mergers & Acquisitions Support Group of PricewaterhouseCoopers. Mr. Barnes presently serves on several boards including CRC Health Corporation and Ideal Standard. He is also active in numerous community activities including being a member of the Board of Director’s of Make-A-Wish Foundation of Massachusetts, the Trust Board of Children’s Hospital in Boston and a Trustee of Syracuse University. He received a B.S. from Syracuse University and is a Certified Public Accountant. Mr. Barnes has been one of CC Media’s directors since May 2007. Mr. Barnes was selected to serve as a director because of his operational experience gained through his work as an executive of several large organizations and his experience in acquisitions and financing gained from his work at Bain Capital and PricewaterhouseCoopers.

          Richard J. Bressler is a Managing Director at Thomas H. Lee Partners, L.P. (sometimes referred to as “THL”). Prior to joining THL, Mr. Bressler was the Senior Executive Vice President and Chief Financial Officer of Viacom Inc. from May 2001 through 2005, with responsibility for managing all strategic, financial, business development and technology functions. Prior to that, Mr. Bressler served in various capacities with Time Warner

Inc., including as Chairman and Chief Executive Officer of Time Warner Digital Media. He also served as Executive Vice President and Chief Financial Officer of Time Warner Inc. from March 1995 to June 1999. Prior to joining Time Inc. in 1988, Mr. Bressler was a partner with the accounting firm of Ernst & Young LLP since 1979. Mr. Bressler is currently a Director of Clear Channel, Warner Music Group Corp. (NYSE:WMG), Gartner, Inc. (NYSE:IT) and The Nielsen Company. In addition Mr. Bressler is a Board Observer at Univision Communications, Inc., and a member of the J.P. Morgan Chase National Advisory Board. Mr. Bressler holds a B.B.A. from Adelphi University. Mr. Bressler has been one of CC Media’s directors since May 2007. Mr. Bressler was selected to serve as a director for his experience in and knowledge of the industry gained through his various positions with Viacom and Time Warner as well as his knowledge of finance and accounting gained from his experience at THL and Ernst & Young LLP.

          Charles A. Brizius is a Managing Director of THL. Prior to joining THL, Mr. Brizius worked in the Corporate Finance Department at Morgan Stanley & Co. Incorporated. Mr. Brizius has also worked as a securities analyst at The Capital Group Companies, Inc. and as an accounting intern at Coopers & Lybrand. Mr. Brizius is currently a director of Ariel Holdings Ltd. His prior directorships include Big V Supermarkets, Inc., Eye Care Centers of America, Inc., Front Line Management Companies, Inc., Houghton Mifflin Company, Spectrum Brands, Inc., TransWestern Publishing, United Industries Corporation and Warner Music Group Corp. Mr. Brizius holds a B.B.A., magna cum laude, in Finance and Accounting from Southern Methodist University and an M.B.A. from the Harvard Business School. Mr. Brizius presently serves as President of the Board of Trustees of The Institute of Contemporary Art, Boston, Trustee of the Buckingham Browne & Nichols School and Board Member of The Steppingstone Foundation. Mr. Brizius has been one of CC Media’s directors since May 2007. Mr. Brizius was selected to serve as a director because of his knowledge of finance and his experience in strategic acquisitions gained through his positions with THL, Morgan Stanley and The Capital Group Companies, as well as his strategic experience gained from service on a variety of boards of directors.

          John P. Connaughton has been a Managing Director of Bain Capital Partners, LLC since 1997 and a member of the firm since 1989. He has played a leading role in transactions in the media, technology and medical industries. Prior to joining Bain Capital Partners, LLC, Mr. Connaughton was a consultant at Bain & Company, Inc., where he advised Fortune 500 companies. Mr. Connaughton currently serves as a director of Warner Music Group Corp., AMC Theatres, SunGard Data Systems, Hospital Corporation of America (HCA), Quintiles Transnational Corp., Warner Chilcott and CRC Health Corporation. He also volunteers for a variety of charitable organizations, serving as a member of The Berklee College of Music Board of Trustees and the UVA McIntire Foundation Board of Trustees. Mr. Connaughton received a B.S. in commerce from the University of Virginia and an M.B.A. from the Harvard Business School. Mr. Connaughton has been one of CC Media’s directors since May 2007. Mr. Connaughton was selected to serve as a director because of his knowledge of and experience in the industry gained from his various positions with Bain Capital and his service on various boards of directors.

          Blair E. Hendrix is a Managing Director of Bain Capital and one of the leaders of the firm’s operationally focused Portfolio Group. Mr Hendrix joined Bain Capital in 2000. Prior to joining Bain Capital, Mr. Hendrix was Executive Vice President and Chief Operating Officer of DigiTrace Care Services, Inc. (now SleepMed), a national healthcare services company he co-founded. Earlier in his career, Mr. Hendrix was employed by Corporate Decisions, Inc. (now Oliver Wyman), a management consulting firm. Mr. Hendrix also serves as a director of Keystone Automotive Operations, Inc. and has previously served as a director of Innophos Holdings, Inc. (IPHS) and SMTC Corporation (SMTX). Mr Hendrix received a B.A. from Brown University, awarded with honors. Mr. Hendrix has been a member of our Board since August 2008. Mr. Hendrix was selected to serve as a director because of his operational knowledge gained from his experience with Bain Capital and in management consulting.

          Jonathon S. Jacobson founded Highfields Capital Management, a Boston-based investment firm, in July 1998. Prior to founding Highfields, he spent eight years as a senior equity portfolio manager at Harvard Management Company, Inc. (“HMC”), which is responsible for investing Harvard University’s endowment. At HMC, Mr. Jacobson managed both a U.S. and an emerging markets equity fund. Prior to that, Mr. Jacobson spent three years in the Equity Arbitrage Group at Lehman Brothers and two years in investment banking at Merrill Lynch Capital Markets. Mr. Jacobson received an M.B.A. from the Harvard Business School in 1987 and graduated magna cum laude with a B.S. in Economics from the Wharton School, University of Pennsylvania in 1983. Mr. Jacobson is a member of the Asset Managers’ Committee of the President’s Working Group on Financial Markets, which was formed in 2007 to foster a dialogue with the Federal Reserve Board and the Department of the Treasury on issues of

significance to the investment industry. He is the Vice Chairman of the Board of Trustees of Brandeis University, where he is a member of both the Executive and Investment Committees, and Gilman School, where he also serves on the investment committee. He also serves on the boards of the Birthright Israel Foundation and Facing History and Ourselves and is a past member of the Board of Dean’s Advisors at the Harvard Business School. Mr. Jacobson has been one of CC Media’s directors since July 30, 2008. Mr. Jacobson was selected to serve as a director because of his knowledge of finance and capital markets gained from his investment experience at Highfields and other investment funds as well as his work with the Federal Reserve and the Department of Treasury.

          Ian K. Loring is a Managing Director at Bain Capital Partners, LLC. Since joining the firm in 1996, Mr. Loring has played a leading role in prominent media, technology and telecommunications investments such as Warner Music Group Corp., Pro Seiben Sat 1 Media AG, Advertising Directory Solutions, Cumulus Media Partners, Eschelon Telecom, NXP Technologies and Therma-Wave. Currently, Mr. Loring sits on the Board of Directors of Warner Music Group, The Weather Channel, NXP Technologies, Denon and Marantz Holdings and CHL, Ltd. He also volunteers for a variety of non-profit organizations and is a Director of the Linda Loring Nature Foundation. Prior to joining Bain Capital Partners, LLC, Mr. Loring was a Vice President of Berkshire Partners, with experience in its specialty manufacturing, technology and retail industries. Previously, Mr. Loring worked in the Corporate Finance department at Drexel Burnham Lambert. He received an M.B.A. from the Harvard Business School and a B.A. from Trinity College. Mr. Loring has been one of CC Media’s directors since May 2007. Mr. Loring was selected as a director because of his knowledge of the industry gained through his experience at Bain Capital.

          Scott M. Sperling is Co-President of THL. Mr. Sperling’s current directorships include Thermo Fisher Scientific Inc. and Warner Music Group Corp. and his prior directorships include Hawkeye Holdings, Experian Information Solutions, Fisher Scientific, Front Line Management Companies, Inc., Houghton Mifflin Co., The Learning Company, LiveWire, LLC, PriCellular Corp., ProcureNet, ProSiebenSat.1, Tibbar, LLC, Wyndham Hotels and several other private companies. Prior to joining THL in 1994, Mr. Sperling was Managing Partner of The Aeneas Group, Inc., the private capital affiliate of Harvard Management Company, for more than ten years. Before that he was a senior consultant with the Boston Consulting Group. Mr. Sperling is also a director of several charitable organizations including the Brigham & Women’s / Faulkner Hospital Group, Chairman of The Citi Center for Performing Arts, the Harvard Business School’s Board of Dean’s Advisors and the Harvard Business School’s Rock Center for Entrepreneurship. Mr. Sperling received an M.B.A. from the Harvard Business School and a B.S. from Purdue University. Mr. Sperling has been one of CC Media’s directors since May 2007. Scott Sperling was selected as a director because of his operational and strategic knowledge gained from his experience at THL and various directorships.

          Kent R. Weldon is a Managing Director of THL. Prior to joining THL, Mr. Weldon worked at Morgan Stanley & Co. Incorporated in the Financial Institutions Group. Mr. Weldon also worked at Wellington Management Company, an institutional money management firm. Mr. Weldon is currently a director of Michael Foods. His prior directorships include FairPoint Communications, Inc., Fisher Scientific and Progressive Moulded Products. Mr. Weldon holds a B.A., summa cum laude, in Economics and Arts and Letters Program for Administrators from the University of Notre Dame and an M.B.A. from the Harvard Business School. Mr. Weldon has been one of CC Media’s directors since May 2007. Mr. Weldon was selected as a director because of his financial and strategic knowledge gained from his experience at THL and various directorships.

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

CODE OF BUSINESS CONDUCT AND ETHICS

          In 2002, Clear Channel adopted a Code of Business Conduct and Ethics, as amended from time to time (the “Code”), applicable to all of its directors and employees, including its principal executive officer, principal financial officer and principal accounting officer, which constitutes a “code of ethics” as defined by applicable rules of the SEC. Upon the consummation of the Merger (as defined below), Clear Channel became an indirect wholly-owned subsidiary of CC Media and certain members of Clear Channel management entered into employment agreements with, and were appointed as officers of, CC Media. Accordingly, the Code applies to the principal executive officer, principal financial officer and principal accounting officer of CC Media, as these individuals are the principal

executive officer, principal financial officer and principal accounting officer, respectively, of Clear Channel. The Code is publicly available on CC Media’s Internet website at www.ccmediaholdings.com.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

          Except as otherwise stated, the table below sets forth information concerning the beneficial ownership of CC Media’s common stock as of April 1, 2010 for each director currently serving on the Board and each of the nominees for director, each of the executive officers not listed as a director, the directors and executive officers as a group and each person known to CC Media to beneficially own more than 5% of CC Media’s outstanding shares of common stock. At the close of business on April 1, 2010, there were 23,275,919 shares of CC Media Class A common stock, 555,556 shares of CC Media Class B common stock and 58,967,502 shares of CC Media Class C common stock outstanding. Except as otherwise noted, each stockholder has sole voting and investment power with respect to the shares beneficially owned.

          All of our outstanding shares of Class B common stock are held by Clear Channel Capital IV, LLC (“CC IV”) and all of our outstanding shares of Class C common stock are held by Clear Channel Capital V, L.P. (“CC V”), each of which are ultimately controlled jointly by the Sponsors. Subject to certain limitations discussed in the footnotes below, each share of Class B common stock and Class C common stock is convertible, at the election of the holder thereof, into one share of Class A common stock at any time. These shares represent in the aggregate approximately 72% (whether measured by voting power or economic interest) of the equity of CC Media.

		Number of				Number				Number of
		Shares of				of Shares				Shares of				Percentage of
		Class A				of Class B				Class C				Outstanding Common
Name and Address of		Common				Common				Common				Stock on an As-
Beneficial Owner (a)		Stock				Stock				Stock				Converted Basis (b)
Bain Capital Investors, LLC and Related Investment Funds			—				555,556	(c)			58,967,502	(d)			72	%
Thomas H. Lee Partners, L.P. and Related Investment Entities			—				555,556	(e)			58,967,502	(f)			72	%
Highfields Capital Management LP and Managed Investment Funds (g)			9,950,510				—				—				12	%
FMR LLC and Related Investment Funds (h)			4,287,500				—				—				5	%
Mark P. Mays (i)			804,694				—				—				1	%
Randall T. Mays (j)			1,049,748				—				—				1	%
L. Lowry Mays (k)			718,745				—				—				*
John E. Hogan (l)			42,200				—				—				*
Andrew W. Levin (m)			18,516				—				—				*
Paul J. Meyer			882				—				—				*

		Number of				Number				Number of
		Shares of				of Shares				Shares of				Percentage of
		Class A				of Class B				Class C				Outstanding Common
Name and Address of		Common				Common				Common				Stock on an As-
Beneficial Owner (a)		Stock				Stock				Stock				Converted Basis (b)
David C. Abrams (n)			—				—				—				—
Steven W. Barnes (o)			—				—				—				—
Richard J. Bressler (p)			—				—				—				—
Charles A. Brizius (p)			—				—				—				—
John P. Connaughton (o)			—				—				—				—
Blair E. Hendrix (o)			—				—				—				—
Jonathon S. Jacobson (g)			—				—				—				—
Ian K. Loring (o)			—				—				—				—
Scott M. Sperling (p)			—				—				—				—
Kent R. Weldon (p)			—				—				—				—
All directors and executive officers as a group (16 individuals) (q)			2,634,785				—				—				3	%

COMPENSATION COMMITTEE REPORT

          The Compensation Committee of the Board has reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement 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 proxy statement.

Respectfully submitted,

THE COMPENSATION COMMITTEE
David C. Abrams, Richard J. Bressler, John P.
Connaughton, Jonathon S. Jacobson, Ian K. Loring and
Kent R. Weldon

COMPENSATION DISCUSSION AND ANALYSIS

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

INTRODUCTION

          On November 16, 2006, Clear Channel entered into an Agreement and Plan of Merger, as amended by Amendment No. 1, dated April 18, 2007, Amendment No. 2, dated May 17, 2007, and Amendment No. 3, dated May 13, 2008, to effect the acquisition of Clear Channel by CC Media (the “Merger Agreement”). On July 30, 2008, upon the satisfaction of the conditions set forth in the Merger Agreement, CC Media acquired Clear Channel (the “Merger”). As a result of the Merger, Clear Channel became a wholly-owned subsidiary of CC Media, held indirectly through intermediate holding companies. Upon the consummation of the Merger, CC Media became a public company and Clear Channel ceased to be a public company.

          In the Merger, Clear Channel’s shareholders had the option to elect to receive cash in the amount of $36.00 for each pre-merger share of Clear Channel’s outstanding common stock they owned or to exchange their pre-merger shares of Clear Channel on a one-for-one basis for shares of common stock in CC Media. Immediately following the Merger, former Clear Channel stockholders held approximately 25% (whether measured by voting power or economic interest) of the equity of CC Media.

          Several new entities controlled by the Sponsors acquired directly or indirectly through newly formed companies (each of which is ultimately controlled jointly by the Sponsors) shares of stock in CC Media. Immediately following the Merger, those shares represented, in the aggregate, approximately 72% (whether measured by voting power or economic interest) of the equity of CC Media. In connection with the Merger, certain members of Clear Channel’s management rolled over restricted equity securities and “in the money” stock options exercisable for common stock of Clear Channel in exchange for equity securities of CC Media. Accordingly, the remaining approximately 3% of the equity of CC Media was held by Messrs. Mark P. Mays, Randall T. Mays, L. Lowry Mays and certain members of Clear Channel’s management.

          Upon the consummation of the Merger, a new Board of CC Media was constituted, the new Compensation Committee, the new Audit Committee and the new Nominating and Governance Committee were formed and certain members of Clear Channel’s management entered into employment agreements with CC Media.

          Accordingly, upon the consummation of the Merger, CC Media’s named executive officers were governed by the new compensation programs and practices developed and implemented by CC Media. Consequently, this Compensation Discussion and Analysis section of the proxy statement primarily focuses on the objectives, administration and payment of executive compensation following the consummation of the Merger. Except where relevant to provide context for the payment of post-Merger compensation, this Compensation Discussion and Analysis section does not contain a detailed analysis of pre-Merger compensation since CC Media is of the view that, as a recently formed, publicly-held company, an analysis of the compensation decisions that were made for the named executive officers during their employment with Clear Channel prior to the Merger or a detailed discussion of CC Media’s compensation programs or philosophies prior to the Merger would not accurately reflect CC Media’s compensation programs and philosophies going forward. Notwithstanding the foregoing, the 2009 Summary Compensation Table and each of the other related tables set forth below in this proxy statement contain all of the plan and non-plan compensation awarded to, earned by or paid to the named executive officers during 2009, 2008 and 2007.

          The named executive officers for fiscal year 2009 were as follows: Mark P. Mays, the Chief Executive Officer of CC Media (the Principal Executive Officer of CC Media); Randall T. Mays, at the time President and Chief Financial Officer of CC Media (the Principal Financial Officer of CC Media); L. Lowry Mays, the Chairman Emeritus of the Board of CC Media; John E. Hogan, the President and Chief Executive Officer of Clear Channel’s Radio division; Andrew W. Levin, at the time Executive Vice President, Chief Legal Officer and Secretary of CC Media and Paul J. Meyer, at the time President and Chief Executive Officer of the Outdoor Americas division of CC Media. Mr. Thomas W. Casey became the Chief Financial Officer of Clear Channel Communications, effective as of January 4, 2010, and the Board of CC Media appointed Mr. Casey to be the Chief Financial Officer of CC Media as well. Mr. Randall T. Mays now serves as Vice Chairman of CC Media. Mr. Robert H. Walls, Jr. became the Executive Vice President, General Counsel and Secretary of CC Media Holdings effective as of January 1, 2010, succeeding to the position previously held by Mr. Andrew W. Levin. Effective as of December 10, 2009, Mr. Ronald H. Cooper became the President and Chief Executive Officer of CC Media’s Outdoor Americas division, succeeding to the position previously held by Mr. Paul J. Meyer. In connection with his retirement as President and Chief Executive Officer of CC Media’s Outdoor Americas division, Mr. Paul J. Meyer entered into a new employment agreement with CCOH and Clear Channel Outdoor, Inc. under which, as of January 10, 2010, he began performing consulting duties and serving as President and Chief Executive Officer of Clear Channel Digital, LLC (“Clear Channel Digital”), an indirect subsidiary of CCOH.

OVERVIEW AND OBJECTIVES OF CC MEDIA’S COMPENSATION PROGRAM

          CC Media believes that compensation of its named executive officers should be directly and materially linked to operating performance. The fundamental objective of CC Media’s compensation program is to attract, retain and motivate top quality executives through compensation and incentives which are competitive with the various labor markets and industries in which CC Media competes for talent and which align the interests of CC Media’s executives with the interests of CC Media’s stockholders.

          Overall, CC Media 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 stockholders.
	CC Media 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 CC Media’s performance and, for certain executives, individual performance during the prior fiscal year;
	•		long-term incentive compensation, delivered in the form of equity awards that are awarded based on competitive pay practices and other factors described below, and that are designed to align the executives’ interests with those of stockholders by rewarding outstanding performance and providing long-term incentives; and
	•		other executive benefits and perquisites.

COMPENSATION PRACTICES

          The Compensation Committee will typically determine total compensation, as well as the individual components of such compensation, of CC Media’s named executive officers on an annual basis. All compensation decisions are made within the scope of any employment agreement.

          In making decisions with respect to each element of executive compensation, the Compensation Committee will consider the total compensation that may be awarded to the executive, including salary, annual incentive bonus and long-term incentive compensation. Multiple factors will be considered in determining the amount of total compensation (the sum of base salary, annual incentive bonus and long-term incentive compensation delivered through equity awards) to award the named executive officers. These factors may include, among others:

	•		the terms of any employment agreement;
	•		the Chief Executive Officer’s recommendations (other than for himself);
	•		the value of previous equity awards;
	•		internal pay equity considerations; and
	•		broad trends in executive compensation generally.

          The Compensation Committee’s goal will be to award compensation that is reasonable when all elements of potential compensation are considered.

ELEMENTS OF COMPENSATION

          The Compensation Committee and the Subcommittee believe that a combination of various elements of compensation best serves the interests of CC Media and its stockholders. Having a variety of compensation elements enables CC Media to meet the requirements of the highly competitive environment in which CC Media operates while ensuring that its named executive officers are compensated in a way that advances the interests of all stockholders. Under this approach, executive compensation generally involves a significant portion of pay that is “at risk,” namely, the annual incentive bonus. The annual incentive bonus is based entirely on CC Media’s financial performance, individual performance, or a combination of both. Equity awards constitute a significant portion of long-term remuneration that is tied directly to stock price appreciation that benefits all of CC Media’s stockholders.

          CC Media’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 CC Media and individual performance with respect to market competitiveness.

          Administration. Base salaries for the named executive officers will typically be reviewed on an annual basis and at the time of promotion or other change in responsibilities. In general, any increases in salary will be based on the 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 executives and competitive pay practices. All decisions regarding increasing or decreasing a named executive officer’s base salary will be made within the scope of his or her respective employment agreement, if any.

          In reviewing base salaries, the Compensation Committee will consider the importance of linking a significant proportion of the named executive officer’s compensation to performance in the form of the annual incentive bonus, which is tied to CC Media’s financial performance measures, individual performance, or a combination of both, as well as long-term incentive compensation.

          Analysis. In setting compensation for 2009, the Compensation Committee was primarily concerned with the continued impact of global economic conditions and their effect on the business and markets of CC Media. Consequently, the annual base salaries of the named executive officers remained unchanged from their 2008 annual base salaries, with the exception of Messrs. Mark P. Mays’ and Randall T. Mays’, whose annual base salaries were decreased pursuant to amendments to their respective employment agreements. For a more detailed description of the employment agreements of Messrs. Mark P. Mays and Randall T. Mays please refer to “—Employment Agreements with the Named Executive Officers.”

          Annual Incentive Bonus

          Purpose. CC Media’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 an executive based on the achievement of specific goals that are intended to correlate closely with growth of long-term stockholder value.

          Administration. The named executive officers and other key executives of CC Media participate in the Clear Channel 2008 Annual Incentive Plan (the “Annual Incentive Plan”).

          On July 28, 2008, CC Media’s sole stockholder at that time, Clear Channel Capital IV, LLC, approved the Annual Incentive Plan. The Annual Incentive Plan may be administered by the Compensation Committee or the Subcommittee and is intended to provide an incentive to the named executive officers and other selected key executives to contribute to the growth, profitability and increased stockholder value of CC Media and to retain such executives. Under the Annual Incentive Plan, participants are eligible for performance-based awards, which represent the conditional right to receive cash or other property based upon the achievement of pre-established performance goals within a specified performance period. No single participant may receive more than $15,000,000 in awards in any calendar year.

          The performance goals for each named executive officer are set pursuant to an extensive annual operating plan developed by the Chief Executive Officer of CC Media in consultation with CC Media’s Board, the Chief Financial Officer of CC Media and other senior executive officers of CC Media. The Chief Executive Officer of CC Media makes recommendations as to the compensation levels and performance goals of CC Media’s named executive officers (other than his own) to the Compensation Committee or the Subcommittee for its review, consideration and approval. The Compensation Committee or the Subcommittee has complete discretion to accept, reject, or modify the recommendations of the Chief Executive Officer.

          The 2009 annual incentive bonuses were based on the following performance goals (as further described below), (i) Messrs. Mark P. Mays’ and Randall T. Mays’ performance goals were based upon achievement of a targeted EBITDA, which provides a link between profitability and cash flows from operating activities, (ii) Mr. Andrew W. Levin’s performance goals were based upon achievement of certain qualitative targets, which were directly relevant to his position and responsibilities, (iii) Mr. John E. Hogan’s performance goals were based upon achievement of a targeted EBITDA of the Radio division and certain other qualitative targets, which contribute to divisional performance, (iv) Mr. L. Lowry Mays’ performance goals were based on OIBDAN on a company-wide basis, which the Board believed best reflected operating performance and (v) Mr. Paul J. Meyer’s performance goals were based upon achievement of a targeted EBITDA in the Outdoor Americas division, and other performance measures, which were directly relevant to his position and responsibilities.

          In 2009, the annual incentive bonus was paid in cash. The aggregate annual incentive bonus is determined according to the level of achievement of the objective performance goals and any individual performance goals, as applicable. Below a minimum threshold level of performance, no awards may be granted pursuant to the objective performance goal, and the Compensation Committee or the Subcommittee may, in its discretion, reduce the awards pursuant to either objective or individual performance goals, as applicable.

          The annual incentive bonus process for each of the named executive officers will involve three basic steps:

•

At the outset of the fiscal year:

	•		Set performance goals for the year for CC Media and each participant; and
	•		Set a target bonus for each participant.

•

After the end of the fiscal year, measure actual performance (individual and company-wide) against the predetermined goals of CC Media and any individual performance goals to determine the bonus.

          Analysis. In determining whether the 2009 financial performance goals were met, the Compensation Committee considered the financial results of CC Media from January 1, 2009 to December 31, 2009.

          For 2009, the performance-based goals applicable to the named executive officers are set forth below:

          Messrs. Mark P. Mays and Randall T. Mays

          As contemplated by their respective employment agreements, Messrs. Mark P. Mays’ and Randall T. Mays’ 2009 performance-based goal consisted of achieving a targeted EBITDA on a company-wide basis, which is linked to a targeted bonus that may be adjusted (upward or downward) based on the percentage of the targeted EBITDA achieved, provided that at least 90% of the targeted EBITDA must be achieved in order to receive a bonus. EBITDA is an important measure of CC Media’s operational strength and performance of its business because it provides a link between profitability and cash flows from operating activities. The Compensation Committee believes that in the current operating environment, EBITDA is the best measure of Messrs. Mark P. Mays’ and Randall T. Mays’ performance. Target EBITDA is determined by the Compensation Committee or the Subcommittee in consultation with CC Media management. CC Media defines EBITDA, for the limited purposes of the Mays’ bonus calculations, to mean the calculation of “Consolidated EBITDA,” as calculated in the manner provided in the Clear Channel senior secured credit facilities documentation; provided that, unless otherwise approved by the Compensation Committee and the Board of CC Media, “achieved” EBITDA for the applicable year will (i) exclude EBITDA generated from joint venture entities formed after the date of the amended Mays’ employment agreements, to the extent not included in the calculation of target EBITDA and (ii) include EBITDA that is excluded from “Consolidated EBITDA” by reason of being generated from discontinued operations. “Achieved” EBITDA will also take into account any acquisitions or divestitures made during the applicable year, as reasonably determined by the Compensation Committee and the Board of CC Media. The target bonus of each of Messrs. Mr. Mark P. Mays and Randall T. Mays was set at $2.0 million if Clear Channel and CC Media achieved, on a combined basis, an EBITDA in 2009 of approximately $1.8 billion. The 2009 achieved EBITDA for purposes of the Mays’ bonus calculation was approximately $1.6 billion, or approximately 91% of the targeted EBITDA. As such, each of Messrs. Mark P. Mays and Randall T. Mays was awarded a bonus of $236,670.

          L. Lowry Mays

          Mr. L. Lowry Mays’ 2009 performance-based goal consisted of achieving a targeted amount of OIBDAN, on a company-wide basis. OIBDAN is calculated by adjusting net income to exclude non-cash compensation and the following line items presented in the statement of operations: (i) minority interest income (expense), (ii) income tax (expense) benefit, (iii) other income (expense) — net, (iv) equity in earnings of nonconsolidated affiliates, (v) gain (loss) on marketable securities, (vi) interest expense, (vii) gain (loss) on disposition of assets — net and (viii) depreciation and amortization. Pursuant to Mr. L. Lowry Mays’ employment agreement, his annual incentive bonus was to be at least $1.0 million provided OIBDAN achieved in 2009 was at least 80% of budgeted OIBDAN for the year. Mr. L. Lowry Mays elected to forego an annual incentive bonus for 2009.

          Andrew W. Levin

          Mr. Andrew W. Levin’s 2009 performance-based goals consisted of (i) implementing cost savings initiatives related to legal expenses, (ii) lobbying against certain legislative initiatives relevant to our business, (iii) transitioning to a new general counsel for CC Media and (iv) transitioning the Clear Channel legal department to the CC Media legal department. Mr. Levin’s aggregate target bonus for 2009 was set at $150,000, with each of the above components respectively weighted at (i) 30%, (ii) 30%, (iii) 20% and (iv) 20%. Mr. Levin received a bonus payment of $137,500, representing the maximum bonus under all performance metrics with the exception of transitioning to a new general counsel, for which Mr. Levin received 50% of his target bonus.

          John E. Hogan

          Mr. John E. Hogan’s 2009 performance-based goals consisted of (i) achieving a targeted EBITDA in the Radio division of approximately $1.1 billion, (ii) achieving certain cost savings initiatives, (iii) achieving strategic initiatives, (iv) achieving a strategic audience development plan to increase and maintain overall radio audiences of Clear Channel’s radio stations, (v) achieving a plan to increase and maintain ratings and (vi) achieving improvements in average minute rate for CC Media’s radio stations. Mr. Hogan’s aggregate target bonus for 2009 was set at $1.0 million, with each of the above components respectively weighted at 75% for achieving a targeted EBITDA and 5% for each other qualitative performance objective. The Radio division, on a combined basis, did not achieve its targeted EBITDA in 2009, resulting in no award for EBITDA component of Mr. Hogan’s performance-based bonus. However, it was determined that Mr. Hogan had earned a bonus award with respect to each of the elements described in (ii)-(v) above. Additionally, Mr. Hogan was awarded a discretionary bonus of $125,000. Mr. Hogan’s total performance-based bonus for 2009 was $350,000.

          Paul J. Meyer

          Mr. Paul J. Meyer’s 2009 performance-based goals consisted of (i) achieving EBITDA in the Outdoor Americas division of approximately $309.7 million, (ii) attaining budgeted expense targets and (iii) qualitatively evaluated initiatives deemed critical to Clear Channel’s short and long-term success. Mr. Meyer’s aggregate target bonus for 2009 was set at $749,250, with each of the above components respectively weighted at (i) 75%, (ii) 10% and (iii) 15%. It was determined that Mr. Meyer had earned a bonus award with respect to each of the elements described in (i)-(iii) above and Mr. Meyer was awarded $123,216, $75,000 and $112,500, respectively, for a total of $310,716, for such achievement, all of which was paid by CCOH.

          Long-Term Incentive Compensation

          Purpose. The long-term incentive compensation element provides an award that is performance-based. The objective of the program is to align compensation of the named executive officers over a multi-year period directly with the interests of stockholders of CC Media by motivating and rewarding creation and preservation of long-term stockholder value. In general, the level of long-term incentive compensation is determined based on an evaluation of competitive factors in conjunction with total compensation provided to the named executive officers and the overall goals of the compensation program described above. Long-term incentive compensation may be paid in cash, stock options and restricted stock. Additionally, CC Media may from time to time grant equity awards to the named executive officers that are not tied to predetermined performance goals. Equity ownership for the named executive officers is important for purposes of incentive, retention and alignment with stockholders.

          Administration. The named executive officers participate in the 2008 Executive Incentive Plan (the “2008 Incentive Plan”), which allows for the issuance of incentive and nonstatutory stock options, restricted stock and other equity awards. The 2008 Incentive Plan is administered by the Compensation Committee or the Subcommittee. See “—Grants of Plan-Based Awards” for a more detailed description of the 2008 Incentive Plan.

          As of April 1, 2010, there were approximately 160 employees holding outstanding stock incentive awards under the 2008 Incentive Plan.

          Stock Options. Long-term incentive compensation may be granted to the named executive officers in the form of stock options, with exercise prices of not less than fair market value of CC Media stock on the date of grant. Vesting schedules are set by the Compensation Committee or the Subcommittee in their discretion and vary per named executive officer, as further described below. All vesting is contingent on continued employment, with rare

exceptions made by the Compensation Committee or the Subcommittee. CC Media typically defines fair market value as the closing price on the date of grant. All decisions to award the named executive officers stock options are in the sole discretion of the Compensation Committee or the Subcommittee.

          Restricted Stock Awards. Long-term incentive compensation may also be granted to the named executive officers in the form of restricted stock awards. Vesting schedules are set by the Compensation Committee or the Subcommittee in their discretion and vary per named executive officer, as further described below. All vesting is contingent on continued employment, with rare exceptions made by the Compensation Committee or the Subcommittee. All decisions to award the named executive officers restricted stock are in the sole discretion of the Compensation Committee or the Subcommittee.

          Analysis. No awards of stock options or restricted stock were made to our named executive officers in 2009. At the closing of the Merger, a significant majority of the options and other equity securities permitted to be issued under the 2008 Incentive Plan were granted. For a further discussion of equity award grants, please refer to “—Grant of Plan Based Awards.”

          Equity Award Grant Timing Practices

          Employee New Hires/Promotions Grant Dates. Grants of stock options, if any, to newly-hired or newly-promoted employees are made at the regularly scheduled meeting of the Board immediately following the hire or promotion.

          Initial Equity Award Grant Dates for Newly-Elected Non-Employee Directors. Grants of stock options, if any, to newly-elected non-employee members of the Board will be made at the regularly scheduled meeting of the Board immediately following his or her election. If a non-employee member of the Board is appointed between regularly scheduled meetings, then grants of stock options, if any, will be made at the first meeting in attendance after such appointment, and the first meeting after election thereafter.

          Timing of Equity Awards. CC Media 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. In the event that material non-public information becomes known to the Compensation Committee or the Subcommittee, as applicable, prior to granting equity awards, the Compensation Committee or the Subcommittee will take the existence of 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 potential impropriety.

          Executive Benefits and Perquisites

          Each of the named executive officers are entitled to participate in all pension, profit sharing and other retirement plans, and all group health, hospitalization, disability and other insurance and employee welfare benefit plans in which other similarly situated employees of CC Media may participate.

          CC Media provides certain other perquisites to the named executive officers. As provided in their employment agreements, Messrs. Mark P. Mays, Randall T. Mays, and L. Lowry Mays are entitled to use company-owned aircraft for all business and personal air travel in accordance with the Clear Channel policy as in effect on November 16, 2006. With the approval of the Chief Executive Officer, other executive officers and members of management are permitted limited personal use of company-owned aircraft.

          Additionally, as a result of Clear Channel’s high public profile and due in part to threats against Clear Channel, its operations and management, Clear Channel engaged an outside security consultant to assess security risks to Clear Channel’s physical plant and operations, as well as its employees, including executive management. Based upon the findings and recommendation of this security consultant, Clear Channel implemented, and management and the Board of CC Media intends to continue the implementation of, numerous security measures for CC Media’s operations and employees, including a general security program covering selected senior executives.

          Although Messrs. Mark P. Mays, Randall T. Mays and L. Lowry Mays are each entitled under the terms of their respective employment agreements to the use of a company-owned automobile, none of Messrs. Mark P. Mays, Randall T. Mays and L. Lowry Mays uses a company-owned automobile. Messrs. Mark P. Mays and L. Lowry

Mays are reimbursed for the annual dues for memberships in two social dining clubs and Mr. Mark P. Mays is reimbursed for the annual dues for membership at a health and fitness club.

          The Compensation Committee believes that the above benefits provide a more tangible incentive than an equivalent amount of cash compensation. In determining the named executive officers’ total compensation, the Compensation Committee will consider these benefits. However, as these benefits and perquisites represent a relatively insignificant portion of the named executive officers’ total compensation, it is unlikely that they will materially influence the Compensation Committee’s decision in setting such named executive officers’ total compensation. For further discussion of these benefits and perquisites, including the methodology for computing their costs, please refer to the 2009 Summary Compensation Table included in this proxy statement.

          Severance Arrangements

          Pursuant to the employment agreements, as amended, of Messrs. Mark P. Mays, Randall T. Mays, L. Lowry Mays and Mr. John E. Hogan are entitled to certain severance payments and, except for Mr. John E. Hogan, other benefits upon the termination of such individual’s employment with CC Media (or, in the case of Mr. John E. Hogan, with the Radio division). Mr. Paul J. Meyer, under his new employment agreement, and Mr. Andrew W. Levin, under his separation agreement, are each respectively entitled to certain bonus payments in connection with their departures from CC Media. For further discussion of these severance payments and benefits, see “—Potential Post-Employment Payments” set forth below in this proxy statement. Upon a change in control of CC Media, Messrs. Mark P. Mays and Randall T. Mays are entitled to receive a tax gross-up payment in the event a change in control causes them to pay an excise tax. The named executive officers are not entitled to any additional severance or benefits upon a change in control of CC Media.

          Roles and Responsibilities

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

	•		evaluating and approving goals and objectives relevant to the compensation of the Chief Executive Officer and the other named executive officers, and evaluating the performance of the named executive officers in light of those goals and objectives;
	•		determining and approving the compensation level for the Chief Executive Officer;
	•		evaluating and approving compensation levels of the other named executive officers;
	•		evaluating and approving any grants of equity-based compensation to the named 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 the other named executive officers and reviewing other benefit programs presented to the Compensation Committee by the Chief Executive Officer.

          Role of Chief Executive Officer. The Chief Executive Officer provides reviews and recommendations for the Compensation Committee’s consideration regarding CC Media’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 their level of competitiveness and their alignment with CC Media’s objectives;
	•		recommending changes and new programs, if necessary, to ensure achievement of all program objectives; and
	•		recommending pay levels, payout and awards for the named executive officers other than himself.

          The Compensation Committee has the ability to delegate to the Subcommittee certain of its responsibilities in administrating performance awards under the Annual Incentive Plan. These delegated duties may include, among

other things, setting the performance period, setting the performance goals, and certifying the achievement of the predetermined performance goals by each named executive officer.

TAX AND ACCOUNTING TREATMENT

          Deductibility of Executive Compensation

          Although Section 162(m) of the Code places a limit of $1,000,000 on the amount of compensation a publicly held corporation may deduct for federal income tax purposes in any one year with respect to certain senior executives, in 2009, CC Media was not a “publicly held corporation” within the meaning of applicable provisions of Section 162(m) of the Code and Treasury regulations. This is because, on December 31, 2009, CC Media would not have been subject to the reporting obligations of Section 12 of the Securities Exchange Act, had CC Media not voluntarily registered its Class A common stock by filing a registration statement on Form 8-A on July 30, 2008. In the event that CC Media subsequently becomes a “publicly held corporation” within the meaning of Section 162(m), the Compensation Committee will consider the anticipated tax treatment to CC Media and to senior executives covered by these rules of various payments and benefits. In that event, the Compensation Committee will consider various alternatives to preserving the deductibility of compensation and benefits to the extent reasonably practicable and consistent with its other compensation objectives.

          Accounting for Stock-Based Compensation

          CC Media accounts for stock-based payments including awards under the 2008 Incentive Plan in accordance with the requirements of ASC 718-10 (formerly Statement of Financial Accounting Standards No. 123).

CORPORATE SERVICES AGREEMENT

          In connection with CCOH’s initial public offering, CCOH entered into a corporate services agreement with Clear Channel Management Services, L.P., now known as Clear Channel Management Services, Inc. (the “Corporate Services Agreement”). Under the terms of the agreement, Clear Channel Management Services, Inc. provides, among other things, executive officer services to CCOH. These executive officer services are charged to CCOH based on CCOH’s 2008 OIBDAN as a percentage of Clear Channel’s total 2008 OIBDAN. For 2009, CCOH reimbursed 41% of Mr. Mark P. Mays’ and Mr. Randall T. Mays’ “base salary” and “bonus”. CC Media and CCOH considered these allocations to be a reflection of the utilization of services provided. For 2009, CCOH reimbursed CC Media $218,496 and $217,812 of Mr. Mark P. Mays’ and Mr. Randall T. Mays’ “base salary,” respectively, pursuant to the terms of the Corporate Services Agreement. For further information on Messrs. Mark P. Mays’ and Randall T. Mays’ base salary and bonus, please refer to the 2009 Summary Compensation Table contained in this proxy statement.

SUMMARY COMPENSATION

          The Summary Compensation table shows certain compensation information for the years ended December 31, 2009, 2008 and 2007 for the named executive officers of CC Media. All data presented below for the period from January 1, 2007 through July 30, 2008 represents compensation paid by Clear Channel.

2009 SUMMARY COMPENSATION TABLE

																						Non-Equity
																						Incentive
														Stock				Option				Plan				All Other
Name and Principal						Salary				Bonus				Awards (a)				Awards (a)				Compensation				Compensation				Total
Position		Year				($)				($)				($)				($)				($)				($)				($)
Mark P. Mays —			2009				314,421	(b)			—				—				—				139,635	(b)			107,491	(d)			561,547
Chief Executive			2008				528,050	(b)			—				20,000,016				23,635,424	(c)			2,655,000	(b)			260,695	(d)			47,079,185
Officer (PEO)			2007				581,750	(b)			—				4,039,660				—				4,306,250	(b)			298,770	(d)			9,226,430
Randall T. Mays —			2009				313,438	(e)			—				—				—				139,635	(e)			162,491	(d)			615,564
President and Chief			2008				516,250	(e)			—				20,000,016				23,635,424	(c)			2,655,000	(e)			340,811	(d)			47,147,501
Financial Officer (PFO)			2007				568,750	(e)			—				4,039,660				—				4,306,250	(e)			412,920	(d)			9,327,580
Andrew W. Levin —			2009				400,000				769,417	(f)			—				—				137,500				7,760	(h)			1,314,677
Executive Vice President,			2008				395,833				223,000	(f)			—				444,720	(g)			50,000				11,737	(h)			1,125,290
Chief Legal Officer and			2007				347,917				—				419,210				—				157,500				25,449	(h)			950,076
Secretary
John E. Hogan —			2009				775,000				—				—				—				350,000				8,850	(j)			1,133,850
President and CEO of			2008				772,917				—				—				1,154,977	(i)			232,000				65,502	(j)			2,225,396
the Radio Division			2007				750,000				—				1,143,300				—				157,500				73,125	(j)			2,123,925
L. Lowry Mays —			2009				287,083				—				—				—				—				163,809	(d)			450,892
Chairman Emeritus			2008				695,000				—				—				—				452,500				187,550	(d)			1,335,050
			2007				695,000				—				2,019,830				—				—				241,028	(d)			2,955,858
Paul J. Meyer —			2009				675,000				1,310,716	(m)			—				—				—				34,861	(l)			2,020,577
President and COO of			2008				672,115				175,000				—				—				—				20,545	(l)			867,660
the Outdoor Division(k)			2007				647,115				1,484,766				—				—				—				18,470	(l)			2,150,351

EMPLOYMENT AGREEMENTS WITH THE NAMED EXECUTIVE OFFICERS

          The descriptions of the employment agreements set forth herein do not purport to be complete and are qualified in their entirety by the employment agreements. Each of the employment agreements discussed below provides for severance and change-in-control payments as more fully described under the heading “—Potential Post-Employment Payments” in this proxy statement, which descriptions are incorporated herein by reference.

          Certain elements of the compensation of the named executive officers are determined based on their respective employment agreements. In connection with the Merger and effective as of the consummation of the Merger, CC Media and Merger Sub entered into employment agreements with each of Messrs. Mark P. Mays, Randall T. Mays and L. Lowry Mays (collectively, the “Mays executives”), each such employment agreement amending and restating in its entirety each of the Mays executives’ respective existing employment agreement with Clear Channel. Mark P. Mays and Randall T. Mays entered into amendments to their respective employment agreements on January 20, 2009 and Randall T. Mays entered into a further amended and restated employment agreement and amendments to his option agreements on December 22, 2009 (such amended and restated employment agreements, as further amended, the “amended Mays employment agreements,” and together with the amended and restated employment agreement of L. Lowry Mays, the “Mays employment agreements”).

          Under the Mays employment agreements, each of the Mays executives receives compensation consisting of a base salary, incentive awards and other benefits and perquisites. Each of the Mays executives is required to assign certain intellectual property rights to Clear Channel and to refrain from competing against Clear Channel and from soliciting its customers, employees and independent contractors during employment and for a period of two years following termination of employment. Each of the Mays executives is further required to protect the secrecy of Clear Channel’s confidential information for the duration of his employment and after his employment terminates, regardless of the reason for such termination.

          Clear Channel will indemnify each of Messrs. L. Lowry Mays, Mark P. Mays and Randall T. Mays from any losses incurred by them because they were made a party to a proceeding as a result of their being an officer of Clear Channel. Furthermore, any expenses incurred by them in connection with any such action shall be paid by Clear Channel in advance upon request that Clear Channel pay such expenses, but only in the event that they have delivered in writing to Clear Channel (i) an undertaking to reimburse Clear Channel for such expenses with respect to which they are not entitled to indemnification and (ii) an affirmation of their good faith belief that the standard of conduct necessary for indemnification by Clear Channel has been met.

          Mark P. Mays

          Upon the consummation of the Merger, Mr. Mark P. Mays was employed by CC Media and Clear Channel as the Chief Executive Officer of each entity. Mr. Mark P. Mays’ employment agreement provides for a term of five years and will be automatically extended for consecutive one-year periods unless 12 months prior notice of non-renewal is provided by the terminating party. Upon the consummation of the Merger, the parties agreed that Mr.

Mark P. Mays would receive an annual base salary of not less than $895,000. Pursuant to the amendment to his employment agreement, Mr. Mark P. Mays received a base salary of $500,000 in 2009 and will receive an annual base salary thereafter of not less than $1,000,000. Mr. Mark P. Mays will also receive benefits and perquisites consistent with his previous arrangement with Clear Channel (including “gross-up” payments for excise taxes that may be payable by Mr. Mark P. Mays in connection with any payments made in connection with the Merger). Pursuant to the amendment to his employment agreement, beginning in 2009, Mr. Mark P. Mays is entitled to receive an annual bonus of between $0 and $4,000,000 based on the percentage of target EBITDA that is achieved for the applicable year; under this calculation, achievement of 100% of target EBITDA would entitle Mr. Mark P. Mays to a bonus of $2,000,000. For 2009, Mr. Mark P. Mays received a bonus of $236,670. Target EBITDA is determined by the Compensation Committee or the Subcommittee, in consultation with the management team, and EBITDA, for this limited purpose, is calculated in the manner discussed below. Mr. Mark P. Mays is bound by customary restrictive covenants not to compete and not to solicit employees during the term of his employment agreement and for two years following termination. Additionally, pursuant to his original employment agreement with CC Media, upon the consummation of the Merger, Mr. Mark P. Mays received an equity incentive award of options to purchase 2,083,333 shares of CC Media stock (subject to vesting requirements) and was issued restricted shares of CC Media’s Class A common stock with a value equal to $20 million (subject to vesting requirements).

          Randall T. Mays

          Upon the consummation of the Merger, Mr. Randall T. Mays was employed by CC Media and Clear Channel as the President and Chief Financial Officer of each entity. Upon ceasing to serve as President and Chief Financial Officer on January 4, 2010, Mr. Randall T. Mays became Vice Chairman of CC Media. Mr. Randall T. Mays’ employment agreement provides for a term through July 31, 2013 and will be automatically extended for consecutive one-year periods unless 12 months prior notice of non-renewal is provided by the terminating party. Upon the consummation of the Merger, the parties agreed that Mr. Randall T. Mays would receive an annual base salary of not less than $875,000. Pursuant to the amendment to his employment agreement, Mr. Randall T. Mays received a base salary of $500,000 in 2009, and, as Vice Chairman, will continue to receive an annual base salary of $500,000 thereafter. Mr. Randall T. Mays will also receive benefits and perquisites consistent with his previous arrangement with Clear Channel (including “gross-up” payments for excise taxes that may be payable by Mr. Randall T. Mays in connection with any payments made in connection with the Merger and for additional taxes that may be payable by Mr. Randall T. Mays under Section 409A of the Internal Revenue Code). Pursuant to the December 2009 amended and restated employment agreement, Mr. Randall T. Mays is entitled to receive an annual bonus, to be determined at the discretion of the Board of CC Media. For 2009, Mr. Randall T. Mays received a bonus of $236,670. Mr. Randall T. Mays is bound by customary restrictive covenants not to compete during the term of his employment agreement and for six months following termination and not to solicit employees during the term of his employment agreement and for two years following termination. Additionally, pursuant to his original employment agreement with CC Media, upon the consummation of the Merger, Mr. Randall T. Mays received an equity incentive award of options to purchase 2,083,333 shares of CC Media stock (subject to vesting requirements) and was issued restricted shares of CC Media’s Class A common stock with a value equal to $20 million (subject to vesting requirements). Pursuant to the December 2009 amendments made to Mr. Randall T. Mays’ employment and option agreements, two-thirds of his time-based and all of his performance based options were cancelled and vesting on his remaining options were accelerated. Accordingly, 347,222 shares underlying Mr. Randall T. Mays’ option grant remain outstanding.

          L. Lowry Mays

          Upon the consummation of the Merger, L. Lowry Mays was employed by CC Media and Clear Channel as the Chairman Emeritus of each entity. Mr. L. Lowry Mays’ employment agreement provides for a term of five years and will be automatically extended for consecutive one-year periods unless terminated by either party. Mr. L. Lowry Mays will receive an annual salary of $250,000 and benefits and perquisites consistent with his previous arrangement with Clear Channel. Also, Mr. L. Lowry Mays is entitled to use of company-owned aircraft for personal travel, in accordance with Clear Channel’s policy as in effect on November 16, 2006, for ten years from the date of the closing of the Merger, regardless of whether he remains employed by CC Media. Mr. L. Lowry Mays also will be eligible to receive an annual bonus in an amount to be determined by the Board of CC Media, in its sole discretion, provided, however, that if in any year Clear Channel achieves at least 80% of the budgeted OIBDAN for the given year, Mr. L. Lowry Mays’ annual bonus for that year will be no less than $1,000,000. Mr. L. Lowry Mays

elected to forego an annual bonus for 2009. Mr. L. Lowry Mays is bound by customary covenants not to compete and not to solicit employees during the term of his employment agreement.

          The following is a calculation of OIBDAN based upon CC Media’s results of operations for the year ended December 31, 2009.

														Other operating
														income
														(expense) - net,
						Non-cash				Depreciation				merger expenses
		Operating				compensation				and				and impairment
(In thousands)		income (loss)				expense				amortization				charge				OIBDAN
Radio Broadcasting		$	639,854			$	8,276			$	261,246			$	—			$	909,376
Americas Outdoor			217,617				7,977				210,280				—				435,874
International Outdoor			(68,727	)			2,412				229,367				—				163,052
Other			(43,963	)			—				56,379				—				12,416
Impairment			(4,118,924	)			—				—				4,118,924				—
Other operating expense — net			(50,837	)			—				—				50,837				—
Corporate and other			(262,166	)			21,121				8,202				—				(232,843	)
Consolidated		$	(3,687,146	)		$	39,786			$	765,474			$	4,169,761			$	1,287,875

          CC Media defines EBITDA, for the limited purposes of the amended Mays employment agreements, to mean the calculation of “Consolidated EBITDA,” as calculated in the manner provided in the senior secured credit facilities documentation; provided that, unless otherwise approved by the Compensation Committee and the Board of CC Media, “achieved” EBITDA for the applicable year will (i) exclude EBITDA generated from joint venture entities formed after the date of the amended Mays employment agreements, to the extent not included in the calculation of target EBITDA and (ii) include EBITDA that is excluded from “Consolidated EBITDA” by reason of being generated from discontinued operations. “Achieved” EBITDA will also take into account any acquisitions or divestitures made during the applicable year, as reasonably determined by the Compensation Committee and the Board of CC Media.

          John E. Hogan

          Effective June 29, 2008, subject to the consummation of the Merger, Mr. John E. Hogan entered into an employment agreement with Clear Channel Broadcasting, Inc. (“CCB”), a wholly-owned subsidiary of CC Media, such employment agreement amending and restating in its entirety Mr. John E. Hogan’s existing employment agreement with CCB. Pursuant to his employment agreement, Mr. John E. Hogan will serve as President and Chief Executive Officer of the Radio division for an initial five year term, which is automatically extended from year to year thereafter unless either party gives prior notice.

          Under his employment agreement, Mr. John E. Hogan will receive compensation consisting of a base salary, incentive awards and other benefits and perquisites. Mr. John E. Hogan’s current annual base salary is $775,000 and he will be eligible for additional annual raises commensurate with company policy. No later than March 15 of each calendar year, Mr. John E. Hogan is eligible to receive a performance bonus. Mr. John E. Hogan is also 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.

          Under the employment agreement, Mr. John E. Hogan is required to protect the secrecy of CCB’s confidential information and to assign certain intellectual property rights to CCB. Mr. John E. 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. John E. Hogan’s employment with CCB has terminated, upon receiving written permission from the Board of Directors of CCB, Mr. John E. Hogan is 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. John E. 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. John E. Hogan is entitled to reimbursement of reasonable attorneys’ 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 of CCB or any of its subsidiaries (other than any dispute, claim, or controversy arising under or relating to his employment agreement).

          Paul J. Meyer

          On August 5, 2005, Clear Channel entered into an employment agreement with Mr. Paul J. Meyer. The initial term of the agreement ended on the third anniversary of the date of the agreement; however the term automatically extends one day at a time beginning on the second anniversary of the date of the agreement, unless either party gives the other one year’s prior written notice of termination. The agreement set Mr. Paul J. Meyer’s initial base salary of $600,000 for the first year of the agreement; $625,000 for the second year of the agreement; and $650,000 for the third year of the agreement, subject to additional annual raises in accordance with company policies. In fiscal year 2009, Mr. Paul J. Meyer was employed under this agreement as an annual base salary of $675,000. Mr. Paul J. Meyer is also eligible to receive a performance bonus as decided at the sole discretion of the Compensation Committee and is entitled to certain other employee benefits.

          Mr. Paul J. Meyer’s employment agreement also contains a non-compete provision and non-solicitation provision, each with a one-year term, and a confidentiality provision with a perpetual term.

GRANTS OF PLAN-BASED AWARDS

          2008 Incentive Plan

          CC Media grants equity incentive awards to named executive officers and other eligible participants under the 2008 Incentive Plan adopted in connection with, and prior to, the consummation of the Merger. The 2008 Incentive Plan is intended to advance the interests of CC Media and its affiliates by providing for the grant of stock-based and other incentive awards to the key employees and directors of, and consultants and advisors to, CC Media or its affiliates who are in a position to make a significant contribution to the success of CC Media and its affiliates.

          The 2008 Incentive Plan allows for the issuance of restricted stock, restricted stock units, incentive and nonstatutory stock options, cash awards and stock appreciation rights to eligible participants, who include the key employees of CC Media and its subsidiaries in the case of incentive stock options, and the key employees and directors of, and consultants and advisors to, CC Media or any of its affiliates in the case of other awards. An aggregate of 10,187,406 shares of Class A common stock are available for grant under the 2008 Incentive Plan. Shares withheld to pay the exercise price of an award or to satisfy tax withholding requirements with respect to an award, restricted stock that is forfeited and shares subject to an award that is exercised or satisfied, or that terminates or expires, without the delivery of the shares do not reduce the number of shares available for issuance under the 2008 Incentive Plan. To the extent necessary to prevent the enlargement or dilution of the benefits intended to be made available under the 2008 Incentive Plan, equitable and proportionate adjustments will be made to the number of shares available for issuance under the 2008 Incentive Plan in the event of a stock dividend or similar distribution, recapitalization, stock split, and similar transactions and events. The maximum number of shares of Class A common stock for which stock options and stock appreciation rights may be granted to any person in any calendar year is 2,700,000. The maximum number of shares of Class A common stock subject to other awards granted to any person in any calendar year is 700,000. The maximum amount payable to any one person under a cash award in any calendar year is $20,000,000.

          At the closing of the Merger, a significant majority of the options and other equity securities permitted to be issued under the 2008 Incentive Plan were granted. As part of this grant, Messrs. Mark P. Mays and Randall T. Mays each received grants of options equal to 2.5% of the fully diluted equity of CC Media and received grants of restricted stock equal to $20 million (based on the per share price paid by the Sponsors for shares of CC Media in connection with the Merger). The equity awards for Mr. Randall T. Mays were subsequently reduced such that his respective remaining options (which are all fully vested) now equal 0.4% of the fully diluted equity of CC Media. See “—Employment Agreements with Named Executive Officers” for a more detailed description of the

amendments to Mr. Randall T. Mays’ awards. The other officers and employees of Clear Channel received grants of options equal to 3.9% of the fully diluted equity of CC Media. After this initial grant, 1.7% of the fully diluted equity subject to the 2008 Incentive Plan remains available for future grants to employees. The shares of restricted stock granted to Messrs. Mark P. Mays and Randall T. Mays vest 20% a year over five years. Of the option grants to other employees of Clear Channel, including officers of Clear Channel, 33.34% will vest solely upon continued employment (with 20% vesting annually over five years) and the remaining 66.66% will vest both upon continued employment and the achievement of predetermined performance targets. All options granted at closing have an exercise price equal to the fair market value at the date of grant, which was the same price per share paid by the Sponsors for shares of CC Media in connection with the Merger.

          The 2008 Incentive Plan is administered by the Compensation Committee or the Subcommittee. The Compensation Committee or the Subcommittee determines which eligible persons receive an award and the types of awards to be granted as well as the amounts, terms and conditions of each award, including, if relevant, the exercise price, the form of payment of the exercise price, the number of shares, cash or other consideration subject to the award and the vesting schedule. These terms and conditions will be set forth in the award agreement furnished to each participant at the time an award is granted to him or her under the 2008 Incentive Plan. The Compensation Committee or the Subcommittee will also make all other determinations and interpretations necessary to carry out the purposes of the 2008 Incentive Plan.

          In general, awards under the 2008 Incentive Plan will, unless expressly provided otherwise by the Compensation Committee or the Subcommittee in the terms of a participant’s award agreement, automatically and immediately terminate upon a participant’s termination of employment. However, if a participant holds vested and exercisable awards (including options) at the time of his or her termination, those awards will remain exercisable for up to 90 days after the participant’s date of termination. In addition, if the participant’s termination is due to his or her death or disability, vested and exercisable awards (including options) will remain exercisable for up to a one-year period ending with the first anniversary of the participant’s death or disability.

          Certain key participants who receive equity awards under the 2008 Incentive Plan are subject to additional restrictions on their ability to transfer the shares they receive pursuant to awards granted under the 2008 Incentive Plan. In addition, all participants in the 2008 Incentive Plan are required to enter into a “lock up” or similar agreement with respect to the shares they receive pursuant to awards granted under the 2008 Incentive Plan in connection with a public offering of CC Media’s shares on terms and conditions requested by CC Media or its underwriters.

          Annual Incentive Plan

          As discussed above, the named executive officers also are eligible to receive awards under the Annual Incentive Plan. See “—Elements of Compensation—Annual Incentive Bonus” for a more detailed description of the Annual Incentive Plan and the grant of awards to the named executive officers thereunder.

          The following table sets forth certain information concerning plan-based awards granted to the named executive officers during the year ended December 31, 2009.

2009 GRANTS OF PLAN-BASED AWARDS

																														All Other				All Other
																														Stock				Option
																		Estimated Future Payouts												Awards:				Awards:								Grant Date
						Estimated Possible Payouts Under												Under Equity Incentive												Number of				Number of				Exercise or				Fair Value
						Non-Equity Incentive Plan Awards												Plan Awards												Shares of				Securities				Base Price				of Stock
						Thres-												Thres-								Maxi-				Stock or				Under-lying				of Option				and Option
						hold				Target				Maximum				hold				Target				mum				Units				Options				Awards				Awards
Name		Grant Date				($)				($)				($)				(#)				(#)				(#)				(#)				(#)				($/Sh)				($)
Mark P. Mays (PEO) (a)			2/6/09				—				2,000,000				4,000,000				—				—				—				—				—				—				—
Randall T. Mays (PFO) (a)			2/6/09				—				2,000,000				4,000,000				—				—				—				—				—				—				—
Andrew W. Levin (b)			2/6/09				—				150,000				150,000				—				—				—				—				—				—				—
John E. Hogan (c)			2/6/09				—				1,000,000				2,125,000				—				—				—				—				—				—				—
L. Lowry Mays (d)			2/6/09				20,000				200,000				500,000				—				—				—				—				—				—				—
Paul J. Meyer (e)			—				—				—				—				—				—				—				—				—				—				—

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

          The following table sets forth certain information concerning outstanding equity awards of the named executive officers at December 31, 2009.

2009 OUTSTANDING EQUITY AWARDS

		Option Awards
										Equity Incentive
		Number of				Number of				Plan Awards:												Stock Awards
		Securities				Securities				Number of												Number of				Market Value
		Underlying				Underlying				Securities												Shares or				of Shares or
		Unexercised				Unexercised				Underlying												Units of				Units of
		Options				Options				Unexercised				Option				Option				Stock That				Stock That
		(#)				(#)				Unearned				Exercise				Expiration				Have Not				Have Not
Name		Exercisable				Unexercisable				Options (#)				Price ($)				Date				Vested (#)				Vested ($)
Mark P. Mays (PEO)			2,851	(a)			—				—				35.06				2/19/13				—				—
			8,324	(a)			—				—				9.80				2/19/13				—				—
			3,298	(b)			—				—				30.31				1/12/15				—				—
			46,554	(b)			—				—				9.80				1/12/15				—				—
			5,601	(b)			—				—				9.80				2/16/15				—				—
			—				1,041,667	(c)			1,041,666	(d)			36.00				7/30/18				—				—
			—				—				—				—				—				497,445	(e)			1,542,080
Randall T. Mays (PFO)			2,851	(a)			—				—				35.06				2/19/13				—				—
			8,324	(a)			—				—				9.80				2/19/13				—				—
			3,298	(b)			—				—				30.31				1/12/15				—				—
			46,554	(b)			—				—				9.80				1/12/15				—				—
			5,601	(b)			—				—				9.80				2/16/15				—				—
			347,223	(f)			—				—				36.00				7/30/18				—				—
			—				—				—				—				—				497,445	(e)			1,542,080
Andrew W. Levin			4,132	(g)			16,529	(h)			41,324	(i)			36.00				7/30/18				—				—
			—				—				—				—				—				5,500	(j)			17,050
John E. Hogan			10,829	(g)			43,319	(h)			108,297	(i)			36.00				7/30/18				—				—
			—				—				—				—				—				15,000	(j)			46,500
L. Lowry Mays			8,426	(k)			—				—				9.80				2/19/13				—				—
			47,270	(l)			—				—				9.80				1/12/15				—				—
			5,601	(m)			—				—				9.80				2/16/15				—				—
			40,840	(n)			—				—				9.80				12/22/15				—				—
			—				—				—				—				—				26,500	(j)			82,150
Paul J. Meyer			—				—				—				—				—				—				—

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, 2009.

2009 OPTION EXERCISES AND STOCK VESTED

		Option Awards								Stock Awards
		Number of Shares				Value Realized on				Number of Shares				Value Realized on
		Acquired on Exercise				Exercise				Acquired on Vesting				Vesting
Name		(#)				($)				(#)				($)
Mark P. Mays (PEO)			—				—				137,611				167,783
Randall T. Mays (PFO)			—				—				137,611				167,783
Andrew W. Levin			—				—				2,750				3,575
John E. Hogan			—				—				7,500				9,750
L. Lowry Mays			—				—				13,250				17,225
Paul J. Meyer			—				—				—				—

PENSION BENEFITS

          Neither CC Media nor Clear Channel have any pension plans.

NONQUALIFIED DEFINED CONTRIBUTION AND OTHER NONQUALIFIED DEFERRED COMPENSATION PLANS

          CC Media offers a non-qualified deferred compensation plan for its highly compensated executives, under which its named executive officers are able to make an annual election to defer up to 50% of their annual salary and up to 80% of their bonus before taxes. Matching credits on amounts deferred may be made in CC Media’s sole discretion and CC Media retains ownership of all assets until distributed. Participants in the plan have the opportunity to allocate their deferrals and any CC Media matching credits among different investment options, the performance of which is used to determine the amounts to be paid to participants under the plan.

          The following table sets forth certain information concerning the nonqualified deferred compensation plans for the named executive officers for the year ended December 31, 2009.

2009 NONQUALIFIED DEFERRED COMPENSATION

		Executive				Registrant				Aggregate				Aggregate				Aggregate
		Contributions in				Contributions in				Earnings (Loss)				Withdrawals/				Balance at Last
		Last FY				Last FY				in Last FY				Distributions				FYE
Name		($)				($)				($)				($)				($)
Mark P. Mays (PEO)			—				—				—				—				—
Randall T. Mays (PFO)			—				—				—				—				—
Andrew W. Levin			—				—				—				—				—
John E. Hogan			100,700				—				31,373				—				161,195
L. Lowry Mays			—				—				—				—				—
Paul J. Meyer			43,750				—				3,222				—				46,972

POTENTIAL POST-EMPLOYMENT PAYMENTS

          Mark P. Mays

          Mr. Mark P. Mays’ amended employment agreement provides for the following severance and change-in-control payments in the event that CC Media terminates his employment without “Cause” or if he terminates for “Good Reason.”

          Under the employment agreement, “Cause” is defined as Mr. Mark P. Mays’ (i) willful and continued failure to perform his duties, following 10 days notice of the misconduct, (ii) willful misconduct that causes material and demonstrable injury, monetarily or otherwise, to CC Media, the Sponsors or any of their respective affiliates, (iii) conviction of, or plea of nolo contendere to, a felony or any misdemeanor involving moral turpitude that causes material and demonstrable injury, monetarily or otherwise, to CC Media, the Sponsors or any of their respective affiliates, (iv) committing any act of fraud, embezzlement, or other act of dishonesty against CC Media or its affiliates, that causes material and demonstrable injury, monetarily or otherwise, to CC Media, the Sponsors or any of their respective affiliates and (v) breach of any of the restrictive covenants in the employment agreement.

          The term “Good Reason” includes, subject to certain exceptions, (i) a reduction in Mr. Mark P. Mays’ base pay or annual incentive compensation opportunity, (ii) substantial diminution of his title, duties and responsibilities, (iii) failure to provide him with the use of a company provided aircraft for personal travel, and (iv) transfer of his primary workplace outside the city limits of San Antonio, Texas. Neither an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by CC Media within 10 days after receipt of notice thereof given by Mr. Mark P. Mays will constitute, nor the consummation of the Merger alone constituted, “Good Reason.”

          If Mr. Mark P. Mays is terminated by CC Media without Cause or he resigns for Good Reason, then he will receive (i) a lump-sum cash payment equal to his accrued but unpaid base salary through the date of termination, a prorated bonus (determined by reference to the bonus he would have earned had he remained employed for the full year in which the termination occurs) and accrued vacation pay through the date of termination, and (ii) provided he executes a release of claims, a lump-sum cash payment equal to three times the sum of his base salary and bonus (using the bonus paid to him for the year prior to the year in which termination occurs). For purposes of Mr. Mark P. Mays’ amended employment agreement, if he is terminated by CC Media without Cause or he resigns for Good Reason, base salary will be equal to no less than $1,000,000.

          In addition, in the event that Mr. Mark P. Mays’ employment is terminated by CC Media without Cause or by him for Good Reason, and provided that he executes a release of claims, CC Media must maintain in full force and effect, for the continued benefit of him, his spouse and his dependents for a period of three years following the date of termination, the medical, hospitalization, dental and life insurance programs in which he, 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 him for such benefits) as existed immediately prior to the date of termination. However, if he, his spouse, or his dependents cannot continue to participate in our programs providing such benefits, CC Media must arrange to provide him, 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 aggregate value of these continued benefits are capped at $50,000, even if the cap is reached prior to the end of the three-year period. CC Media is also obligated to pay to

him a tax gross-up payment to cover any taxes, interest or penalties imposed by Section 4999 of the Code in connection with the Merger.

          Furthermore, pursuant to an agreement entered into by CC Media, CC IV, CC V and Mr. Mark P. Mays, in the event that Mr. Mark P. Mays’ employment is terminated by CC Media without Cause or by him for Good Reason, Mr. Mark P. Mays is entitled to require CC Media to purchase all or a portion of the restricted stock granted to him in connection with the closing of the Merger at a price equal to $36.00 per share. For a description of the restricted stock received by Mr. Mark P. Mays at the closing of the Merger, see “—2008 Incentive Plan.”

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

          During any period in which he fails to perform his duties under his employment agreement as a result of incapacity due to physical or mental illness, Mr. Mark P. Mays will continue to receive his full base salary until his employment is terminated. If, as a result of his incapacity due to physical or mental illness, he has been substantially unable to perform his duties under his employment agreement for an entire period of six consecutive months, and within 30 days after written notice of termination is given after such six-month period, he has not returned to the substantial performance of his duties on a full-time basis, CC Media will have the right to terminate his employment for disability. In the event his employment is terminated for disability, CC Media will pay to him his base salary, bonus and accrued vacation pay through the date of termination. If his employment is terminated by his death, CC Media will pay in a lump sum to his beneficiary, legal representatives, or estate, as the case may be, his base salary, bonus and accrued vacation pay through the date of his death.

          Pursuant to the Corporate Services Agreement, a percentage of potential payments owed to Mr. Mark P. Mays upon termination or change in control, other than payments regarding the vesting of equity awards, would be reimbursable by CCOH. This allocation is based on CCOH’s OIBDAN as a percentage of Clear Channel Communication, Inc.’s OIBDAN. Accordingly, for 2009, 41% of any payments to Mr. Mark P. Mays upon termination or change in control, other than payments regarding the vesting of equity awards, would have been allocated to CCOH. For a further discussion of the Corporate Services Agreement, please refer to “—Corporate Services Agreement”.

          Randall T. Mays

          Mr. Randall T. Mays’ amended employment agreement provides for the following severance and change-in-control payments in the event that CC Media terminates his employment without “Cause” or if he terminates for “Good Reason.”

          Under the employment agreement, “Cause” is defined as Mr. Randall T. Mays’ (i) conviction of, or plea of nolo contendere to, a felony that causes material and demonstrable injury, monetarily or otherwise, to CC Media, (ii) committing any act of fraud, embezzlement, or other act of dishonesty against CC Media or its affiliates, that causes material and demonstrable injury, monetarily or otherwise, to CC Media and (iii) breach of any of the restrictive covenants in the employment agreement.

          The term “Good Reason” includes, subject to certain exceptions, (i) a reduction in Mr. Randall T. Mays’ base pay, (ii) failure to provide him with the use of a company provided aircraft for personal travel, (iii) transfer of his primary workplace outside the city limits of San Antonio, Texas and (iv) Mr. Mark P. Mays ceasing to serve as Chief Executive Officer of CC Media. Neither an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by CC Media within 10 days after receipt of notice thereof given by Mr. Randall T. Mays will constitute, nor the consummation of the Merger alone constituted, “Good Reason.”

          If Mr. Randall T. Mays is terminated by CC Media without Cause or he resigns for Good Reason, then he will receive (i) a lump-sum cash payment equal to his accrued but unpaid base salary through the date of termination and accrued vacation pay through the date of termination and (ii) continued payment of his base salary through July

31, 2013. For purposes of Mr. Randall T. Mays’ amended employment agreement, if he is terminated by CC Media without Cause or he resigns for Good Reason, base salary will be equal to no less than $1,000,000.

          In addition, in the event that Mr. Randall T. Mays’ employment is terminated by CC Media without Cause or by him for Good Reason, CC Media must maintain in full force and effect, for the continued benefit of him, his spouse and his dependents through July 31, 2013, the medical, hospitalization, dental and life insurance programs in which he, 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 him for such benefits) as existed immediately prior to the date of termination. However, if he, his spouse, or his dependents cannot continue to participate in our programs providing such benefits, CC Media must arrange to provide him, 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 aggregate value of these continued benefits are capped at $50,000, even if the cap is reached prior to the end of the benefits continuation period. CC Media is also obligated to pay to him a tax gross-up payment to cover any taxes, interest or penalties imposed by Section 4999 of the Code in connection with the Merger.

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

          During any period in which Mr. Randall T. Mays fails to perform his duties under his employment agreement as a result of incapacity due to physical or mental illness, he will continue to receive his full base salary until his employment is terminated. If, as a result of his incapacity due to physical or mental illness, he has been substantially unable to perform his duties under his employment agreement for an entire period of six consecutive months, and within 30 days after written notice of termination is given after such six-month period, he has not returned to the substantial performance of his duties on a full-time basis, CC Media will have the right to terminate his employment for disability. In the event his employment is terminated for disability, CC Media will pay to him his base salary, bonus and accrued vacation pay through the date of termination. If his employment is terminated by his death, CC Media will pay in a lump sum to his beneficiary, legal representatives, or estate, as the case may be, his unpaid base salary, bonus and accrued vacation pay through the date of his death.

          Pursuant to the Corporate Services Agreement, a percentage of potential payments owed to Mr. Randall T. Mays upon termination or change in control, other than payments regarding the vesting of equity awards, would be reimbursable by CCOH. This allocation is based on CCOH’s OIBDAN as a percentage of Clear Channel Communication, Inc.’s OIBDAN. Accordingly, for 2009, 41% of any payments to Mr. Randall T. Mays upon termination or change in control other than payments regarding the vesting of equity awards, would have been allocated to CCOH. For a further discussion of the Corporate Services Agreement, please refer to “—Corporate Services Agreement”.

          L. Lowry Mays

          The new employment agreement for Mr. L. Lowry Mays, which was effective upon consummation of the Merger, provides for the following severance and change-in-control payments in the event that CC Media terminates his employment without “Extraordinary Cause.”

          Under Mr. L. Lowry Mays’ agreement, CC Media may terminate Mr. L. Lowry Mays’ employment only for “Extraordinary Cause” during the initial five-year term of his agreement. Subsequent to the initial five year term, CC Media may terminate his employment with or without Extraordinary Cause. “Extraordinary Cause” is defined as his (i) willful misconduct that causes material and demonstrable injury to CC Media and (ii) conviction of a felony or other crime involving moral turpitude.

          If Mr. L. Lowry Mays is terminated by CC Media without Extraordinary Cause then he will receive (i) a lump-sum cash payment equal to his accrued but unpaid base salary through the date of termination, a prorated bonus (determined by reference to the bonus he would have earned had he remained employed for the full year in

which the termination occurs) and accrued vacation pay through the date of termination, and (ii) provided he executes a release of claims, a lump-sum cash payment equal to the base salary and bonus to which he would otherwise have been entitled to had he remained employed for the remainder of the then current term.

          In addition, if Mr. L. Lowry Mays is terminated by CC Media without Extraordinary Cause, and provided he executes a release of claims, CC Media must maintain in full force and effect, for the continued benefit of him, his spouse and his dependents for a period of five years following the date of termination, the medical and hospitalization insurance programs in which Mr. L. Lowry Mays, 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 him for such benefits) as existed immediately prior to the date of termination. However, if Mr. L. Lowry Mays, his spouse, or his dependents cannot continue to participate in CC Media’s programs providing such benefits, CC Media must arrange to provide him, 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. CC Media also must make an additional cash payment to Mr. L. Lowry Mays in an amount equal to the federal, state and local taxes due in connection with these continued benefits (a “gross-up payment”). The aggregate value of these continued benefits and gross-up payments are capped at $3,000,000, even if the cap is reached prior to the end of the five-year period.

          If Mr. L. Lowry Mays’ employment is terminated by CC Media for Extraordinary Cause, by him for any reason, or due to death or disability (i) CC Media will pay him his base salary, bonus and his accrued vacation pay through the date of termination, as soon as practicable following the date of termination and (ii) CC Media will reimburse him for reasonable expenses incurred, but not paid prior to such termination of employment.

          At any time following the initial five-year term of his agreement, during any period in which Mr. L. Lowry Mays fails to perform his duties under his employment agreement as a result of incapacity due to physical or mental illness, he will continue to receive his full base salary until his employment is terminated. If, as a result of his incapacity due to physical or mental illness, Mr. L. Lowry Mays has been substantially unable to perform his duties under the employment agreement for an entire period of six consecutive months, and within 30 days after written notice of termination is given after such six-month period, he has not returned to the substantial performance of his duties on a full-time basis, CC Media will have the right to terminate his employment for disability. In the event Mr. L. Lowry Mays’ employment is terminated for disability, CC Media will pay to him his base salary, bonus and accrued vacation pay through the date of termination. If Mr. L. Lowry Mays’ employment is terminated by his death, CC Media will pay in a lump sum to his beneficiary, legal representatives, or estate, as the case may be, his base salary, bonus and accrued vacation pay through the date of his death.

          Andrew W. Levin

          In July 2009, CC Media accepted the resignation of Mr. Andrew W. Levin as Executive Vice President, Chief Legal Officer and Secretary of the Company effective January 8, 2010. In order to induce Mr. Andrew W. Levin to remain in these positions through January 8, 2010, the CC Media entered into an employment separation agreement pursuant to which Mr. Andrew W. Levin received (i) a cash bonus of $989,250 payable in installments; and (ii) a performance bonus under the 2008 Annual Incentive Plan for the fiscal year ended December 31, 2009. Mr. Andrew W. Levin also released CC Media and its affiliates from all potential claims, and agreed to employee non-solicitation covenants until May 31, 2011. Pursuant to the separation agreement and an amendment thereto, Mr. Andrew W. Levin also agreed to provide consulting services to the CC Media (i) for the period commencing on April 9, 2010 and continuing until October 8, 2010, on an as-needed basis at a rate of $5,000 per month, and (ii) for the period commencing on October 9, 2010 and continuing until May 31, 2011, on an as-needed basis at a rate of $200 per hour for hours worked in excess of five hours per week.

          John E. Hogan

          If Mr. John E. Hogan’s employment is terminated by CCB for “Cause,” CCB will, within 45 days, pay in a lump sum to Mr. John E. 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. John E. 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. John E. Hogan of his duties under his employment agreement (other than by reason of Mr. John E. 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. John E. 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. John E. Hogan, a plea of nolo contendere by Mr. John E. Hogan, or other conduct by Mr. John E. Hogan that, as determined in the sole reasonable discretion of the Board of Directors of CCB, 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. John E. Hogan of any of the provisions of his employment agreement, or (vi) a material violation by Mr. John E. Hogan of CCB’s employment policies.

          If Mr. John E. Hogan’s employment with CCB is terminated by CCB without Cause, by CCB giving notice of non-renewal or by Mr. John E. Hogan for “Good Cause”, CCB will, within 45 days, pay Mr. John E. Hogan his accrued and unpaid base salary, any payments to which he may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies) and a pro-rata bonus equal to the actual bonus Mr. John E. Hogan would have received if he had remained employed for the full year in which the termination occurs. In addition, if Mr. John E. Hogan signs a severance agreement and general release of claims, CCB will pay Mr. John E. Hogan, in periodic payments twice per month over a period of three years, in accordance with ordinary payroll practices, an amount equal to three times the average of his annualized base salary for the current and prior full year of employment. The term “Good Cause” includes: (i) a repeated willful failure of CCB to comply with a material term of the employment agreement, (ii) a substantial and unusual change in Mr. John E. Hogan’s position, material duties, responsibilities or authority without an offer of additional reasonable compensation, or (iii) a substantial and unusual reduction in Mr. John E. Hogan’s material duties, responsibility or authority. Mr. John E. Hogan’s termination of employment will be treated as being terminated by him for Good Cause if he terminates employment in the event that he no longer reports directly to Mr. L. Lowry Mays, Mr. Mark P. Mays or Mr. Randall T. Mays.

          If Mr. John E. Hogan gives notice of non-renewal of his employment term on or before April 1, 2013 or on each April 1 thereafter, Mr. John E. Hogan’s employment with CCB will end on a date to be determined by CCB and CCB will (i) pay, within 45 days, Mr. John E. 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) and (ii) if Mr. John E. Hogan signs a severance agreement and general release of claims, pay Mr. John E. Hogan his then current base salary for one year, payable in periodic payments twice per month over a period of one year during Mr. John E. Hogan’s one year noncompete obligations, in accordance with ordinary payroll practices.

          If Mr. John E. Hogan’s employment with CCB terminates by reason of his death, CCB will, within 45 days, pay in a lump sum to such person as Mr. John E. Hogan designates in a notice filed with CCB or, if no such person is designated, to Mr. John E. Hogan’s estate, Mr. John E. Hogan’s accrued and unpaid base salary and prorated bonus, if any, and any payments to which Mr. John E. 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. John E. Hogan’s employment with CCB terminates by reason of his disability (defined as Mr. John E. Hogan’s incapacity due to physical or mental illness such that Mr. John E. Hogan is unable to perform his duties under his employment agreement on a full-time basis for more than 90 days in any 12-month period, as determined by CCB), CCB will, within 45 days, pay in a lump sum to Mr. John E. 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).

          Paul J. Meyer

          In December 2009, Mr. Paul J. Meyer entered into a new employment agreement with Clear Channel. Under the new agreement, Mr. Paul J. Meyer memorialized his intent to retire from his positions as President and Chief Executive Officer of the Outdoor Americas division of CC Media effective as of December 31, 2009. Pursuant to the new employment agreement, Mr. Paul J. Meyer remained compensated at his 2009 annual base salary of $675,000 through December 31, 2009 and, in connection with his retirement from CC Media, received bonus payments totaling $1,500,000 ($1,000,000 to be paid on January 10, 2010 and $500,000 to be paid on January 10, 2011), all of which will be paid by CCOH. Therefore no bonus payments are reflected for Mr. Paul J. Meyer in the

tabular summary of potential post-employment payments due from CC Media below. Additionally, the expiration date of Mr. Paul J. Meyer’s 365,000 options dated November 11, 2005 at the price of $18 per share was extended two years through November 10, 2014.

          The following is a summary of potential post-employment payments due to each of the named executive officers pursuant to each of the circumstances described below.

2009 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL^(a)

				Termination		Termination		Termination				Retirement		“Change in
				with		without		due to		Termination		or		Control” of
Name		Benefit		“Cause”		“Cause”		“Disability”		due to Death		Resignation		Company
Mark P. Mays (b)		Cash payment		—		9,735,000	(c)	—		—		—		—
		Value of Benefits (d)		—		18,009		—		—		—		—
		Vesting of equity awards		—		—		164,300	(f)	164,300	(e)	—		1,542,076	(e)
		Repurchase of Restricted stock		—		11,800,009		11,800,009		11,800,009		—		—
		Other (g)		—		8,191,682		—		—		—		—
		TOTAL		—		29,744,700		11,964,309		11,964,309		—		1,542,076
Randall T. Mays (b)		Cash payment		—		2,114,165	(m)	—		—		—		—
		Value of Benefits (d)		—		25,707		—		—		—		—
		Vesting of equity awards		—		—		164,300	(f)	164,300	(e)	—		1,542,076	(e)
		Repurchase of Restricted stock		—		—		—		—		—		—
		Other		—		—		—		—		—		—
		TOTAL		—		2,139,872		164,300		164,300		—		1,542,076
Andrew W. Levin		Cash payment		—		—		—		—		989,250		—
		Value of Benefits		—		—		—		—		—		—
		Vesting of equity awards		—		—		—		—		—		—
		Repurchase of Restricted stock		—		—		—		—		—		—
		Other		—		—		—		—		—		—
		TOTAL		—		—		—		—		989,250		—
John E. Hogan		Cash payment		—		2,321,875	(l)	—		—		—		—
		Value of Benefits		—		—		—		—		—		—
		Vesting of equity awards		—		—		46,500	(f)	46,500	(e)	—		46,500	(e)
		Other		—		—		—		—		—		—
		TOTAL		—		2,321,875		46,500		46,500		—		46,500
L. Lowry Mays (h)		Cash payment		—		4,479,166	(i)	—		—		—		—
		Value of Benefits		—		25,964		—		—		—		—
		Vesting of equity awards		—		—		82,150	(f)	82,150	(e)	82,150	(j)	82,150	(e)
		Other (k)		—		15,118		—		—		—		—
		TOTAL		—		4,520,248		82,150		82,150		82,150		82,150
Paul J. Meyer		Cash payment		—		—		—		—		—		—
		Value of Benefits		—		—		—		—		—		—
		Vesting of equity awards		—		—		—		—		—		—
		Repurchase of Restricted stock		—		—		—		—		—		—
		Other		—		—		—		—		—		—
		TOTAL		—		—		—		—		—		—

DIRECTOR COMPENSATION

          The directors of CC Media currently do not receive compensation for their services.

RELATIONSHIP OF COMPENSATION POLICIES AND PROGRAMS TO RISK MANAGEMENT

          In consultation with the Compensation Committee, management conducted an assessment of whether the Company’s compensation policies and practices encourage excessive or inappropriate risk taking by our employees,

including employees other than our named executive officers. This assessment included discussions with members of the corporate Human Resources, Legal, Finance, Internal Audit departments, as well as personnel in the business units, and a review of corporate and operational compensation arrangements. The assessment analyzed the risk characteristics of our business and the design and structure of our incentive plans and policies. Although a significant portion of our executive compensation program is performance-based, the Compensation Committee has focused on aligning the Company’s compensation policies with the long- term interests of the Company and avoiding rewards or incentive structures that could create unnecessary risks to the Company.

          Management reported its findings to the Compensation Committee, which agreed with management’s assessment that our plans and policies do not encourage excessive or inappropriate risk taking and determined such policies or practices are not reasonably likely to have a material adverse effect on the Company.

SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

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

          Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us during, and Forms 5 and amendments thereto furnished to us with respect to, the fiscal year ended December 31, 2009, and any written representations from reporting persons that no Form 5 is required, we have determined that all such Section 16(a) filing requirements were satisfied during fiscal year 2009, except for late filings of the Form 5 for each of David C. Abrams and Abrams Capital LLC.

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

          None of the members of the Compensation Committee during fiscal 2009 or as of the date of this proxy statement is or has been an officer or employee of CC Media.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

          The Merger and the Management Agreement

          In connection with the Merger, we became party to a management agreement with the Sponsors, Clear Channel and certain other parties thereto, pursuant to which the Sponsors will provide management and financial advisory services to CC Media and its wholly-owned subsidiaries until 2018, at a rate not greater than $15.0 million per year. Pursuant to the management agreement, we paid the Sponsors $15.0 million in 2009.

          Stockholders Agreements

          Prior to the consummation of the Merger, Merger Sub entered into a stockholders agreement with CC Media, CC IV, CC V, Mark P. Mays, Randall T. Mays and L. Lowry Mays. The stockholders agreement, among other things, (i) specifies how the parties vote in elections to the Board, (ii) restricts the transfer of shares subject to the agreement, (iii) includes the ability of CC IV to compel the parties to sell their shares in a change-of-control transaction or participate in a recapitalization of CC Media, (iv) gives the parties the right to subscribe for their pro rata share of proposed future issuances of equity securities by CC Media or its subsidiaries to the Sponsors or their affiliates, (v) requires the parties to agree to customary lock-up agreements in connection with underwritten public offerings and (vi) provides the parties with customary demand and “piggy-back” registration rights. CC Media, CC

IV and CC V also entered into a separate agreement with Mark P. Mays, Randall T. Mays and L. Lowry Mays that set forth terms and conditions under which certain of their shares of CC Media common stock would be repurchased by CC Media following the termination of their employment (through the exercise of a “call option” by CC Media or a “put option” by Mark P. Mays, Randall T. Mays and L. Lowry Mays, as applicable). Any shares of CC Media common stock that Mark P. Mays, Randall T. Mays, L. Lowry Mays or their estate-planning entities acquired pursuant to stock elections are not subject to the stockholders agreement.

          Affiliate Transaction Agreement

          As contemplated by the Voting Agreement entered into with the Highfields Funds and Highfields Capital Management, the Sponsors, Merger Sub (which obligation has been assumed by Clear Channel) and CC Media entered into an agreement under which CC Media agreed that neither it nor any of its subsidiaries will enter into or effect any affiliate transaction between CC Media or one of its subsidiaries, on the one hand, and any Sponsor or any other private investment fund under common control with either Sponsor (collectively, the “principal investors”), on the other hand, without the prior approval of either a majority of the independent directors of CC Media or a majority of the then-outstanding shares of Class A common stock of CC Media (excluding for purposes of such calculation from both (i) the votes cast and (ii) the outstanding shares of Class A common stock, all shares held at that time by any principal investor, any affiliate of a principal investor, or members of management and directors of CC Media whose beneficial ownership information is required to be disclosed in filings with the SEC pursuant to Item 403 of Regulation S-K (the “public shares”)). Such agreement became effective as of the effective time of the merger and expires upon the earlier of (i) an underwritten public offering and sale of CC Media’s common stock which results in aggregate proceeds in excess of $250 million to CC Media and after which CC Media’s common stock is listed on NASDAQ’s National Market System or another national securities exchange (a “qualified public offering”) and (ii) the consummation of a certain transaction resulting in a change of control (as defined in the agreement and summarized below) of CC Media. The following are not deemed to be affiliate transactions for purposes of the affiliate transaction agreement: (i) any commercial transaction between CC Media or any of its subsidiaries, on the one hand, and any portfolio company in which any principal investor or any affiliate of a principal investor has a direct or indirect equity interest, on the other, so long as such transaction was entered into on an arms-length basis; (ii) any purchase of bank debt or securities by a principal investor or an affiliate of a principal investor or any transaction between a principal investor or affiliate of a principal investor on the one hand, and CC Media or one of its subsidiaries, on the other hand, related to the ownership of bank debt or securities, provided such purchase or transaction is on terms (except with respect to relief from all or part of any underwriting or placement fee applicable thereto) comparable to those consummated within an offering made to unaffiliated third parties; (iii) the payment by CC Media or one of its subsidiaries of up to $87.5 million in transaction fees to the principal investors or their affiliates in connection with the transactions contemplated by the merger agreement; (iv) any payment of management, transaction, monitoring, or any other fees to the principal investors or their affiliates pursuant to an arrangement or structure whereby the holders of public shares of CC Media are made whole for the portion of such fees paid by CC Media that would otherwise be proportionate to their share holdings; and (v) any transaction to which a principal investor or an affiliate thereof is a party in its capacity as a stockholder of CC Media that is offered generally to other stockholders of CC Media (including the holders of shares of Class A common stock) on comparable or more favorable terms.

          A change of control of CC Media will be deemed to have occurred upon the occurrence of any of the following: (i) any consolidation or merger of CC Media with or into any other corporation or other entity, or any other corporate reorganization or transaction (including the acquisition of stock of CC Media), in which the direct and indirect stockholders of CC Media immediately prior to such consolidation, merger, reorganization, or transaction, own stock either representing less than 50% of the economic interests in and less than 50% of the voting power of CC Media or other surviving entity immediately after such consolidation, merger, reorganization, or transaction or that does not have, through the ownership of voting securities, by agreement or otherwise, the power to elect a majority of the entire Board or other surviving entity immediately after such consolidation, merger, reorganization, or transaction, excluding any bona fide primary or secondary public offering; (ii) any stock sale or other transaction or series of related transactions, after giving effect to which in excess of 50% of CC Media’s voting power is owned by any person or entity and its “affiliates” or “associates” (as such terms are defined in the rules adopted by the SEC under the Securities Exchange Act), other than the principal investors and their respective affiliates, excluding any bona fide primary or secondary public offering; or (iii) a sale, lease, or other disposition of all or substantially all of the assets of CC Media.

          The agreement described above terminates upon the earlier of a qualified public offering and the consummation of a change of control (as defined therein). Other than as described in the prior sentence, such agreement may not be terminated, amended, supplemented, or otherwise modified without the prior written approval of either (i) a majority of the independent directors of CC Media elected by the holders of Class A common stock of CC Media or (ii) a majority of the then-outstanding public shares.

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

          CC Media has not adopted any formal policies or procedures for the review, approval, or ratification of certain related party transactions that may be required to be reported under the SEC disclosure rules. Such transactions, if and when they are proposed or have occurred, will be reviewed by the Board (other than the directors involved, if any) on a case-by-case basis. The Board may consider any relevant factors when reviewing the appropriateness of a related party transaction, including (i) the importance of the transaction to CC Media, (ii) the amount involved in the proposed transaction, (iii) the specific interest of the director or executive officer (or immediate family members of same) in the proposed transaction, and (iv) the overall fairness of the terms of the transaction to CC Media.

AUDIT COMMITTEE REPORT

          The following Report of the Audit Committee concerns the Committee’s activities regarding oversight of CC Media Holdings, Inc.’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 CC Media Holdings specifically incorporates this Report by reference therein.

          The Audit Committee is comprised three directors, of which at least two members satisfy the independence requirements of the Sarbanes-Oxley Act of 2002, and it operates under a written charter adopted by the Board of Directors. The charter reflects standards set forth in SEC regulations. 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 CC Media Holdings’ Internet website at www.ccmediaholdings.com. A copy may also be obtained upon request from the Secretary of CC Media Holdings.

          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 CC Media Holdings financial reporting, internal control and audit functions. Management is responsible for the preparation, presentation and integrity of CC Media Holdings’ 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, CC Media Holdings’ independent auditing firm, is responsible for performing an independent audit of the consolidated financial statements and internal control over financial reporting in accordance with auditing standards established by the Public Company Accounting Oversight Board (“PCAOB”) and for issuing reports thereon.

          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 CC Media Holdings’ 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 CC Media

Holdings’ independent auditor. The Audit Committee also reviews the results of the internal and external audit work with regard to the adequacy and appropriateness of CC Media Holdings’ 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 CC Media Holdings’ 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.

          During the course of 2009, management completed the documentation, testing and evaluation of CC Media Holdings’ 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 CC Media Holdings’ internal control over financial reporting. The Audit Committee also reviewed the report of management contained in CC Media Holdings’ Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC, as well as Ernst & Young LLP’s Report of Independent Registered Public Accounting Firm included in CC Media Holdings’ 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 CC Media Holdings’ financial statements, the Committee met with both management and CC Media Holdings’ 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 CC Media Holdings’ 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 CC Media Holdings’ 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 CC Media Holdings’ audited financial statements in CC Media Holdings’ Annual Report on Form 10-K for the year ended December 31, 2009 for filing with the Securities and Exchange Commission.

Respectfully submitted,

THE AUDIT COMMITTEE
David Abrams, Chairman
Richard Bressler and
Blair Hendrix

AUDITOR FEES

          Ernst & Young LLP billed CC Media the following fees for services provided during the year ended December 31, 2009 and 2008 (including pre-merger fees related to Clear Channel Communications, Inc.):

		Fees Paid During Year Ended
		December 31,
(In thousands)		2009				2008
Audit fees (a)		$	6,627			$	7,791
Audit-related fees (b)			—				208
Tax fees (c)			938				952
All other fees (d)			75				—
Total fees for services		$	7,640			$	8,951

          CC Media’s Audit Committee has considered whether Ernst & Young LLP’s provision of non-audit services to CC Media is compatible with maintaining Ernst & Young LLP’s independence.

          The Audit Committee pre-approves all audit and permitted non-audit services (including the fees and terms thereof) to be performed for CC Media by its independent auditor. The chairperson of the Audit Committee may represent the entire Audit Committee for the purposes of pre-approving permissible non-audit services, provided that the decision to pre-approve any service is disclosed to the Audit Committee no later than its next scheduled meeting.

          Representatives of the firm of Ernst & Young LLP are expected to be present at the annual meeting of stockholders and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

          Subject to ratification by the stockholders, the Audit Committee has reappointed Ernst & Young LLP as the independent registered public accounting firm to audit the financial statements of CC Media for the year ending December 31, 2010.

          Representatives of Ernst & Young LLP are expected to be present at the annual meeting of stockholders and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions. The Audit Committee may terminate the appointment of Ernst & Young LLP as the independent auditor without stockholder approval whenever the Audit Committee deems termination necessary or appropriate.

          The affirmative vote of the holders of a majority of CC Media’s outstanding shares of common stock present or represented by proxy who are entitled to vote at the annual meeting is required to approve the proposal for the selection of the independent registered public accounting firm. Votes “withheld” and abstentions will have the same effect as votes against this matter. Unless indicated to the contrary, the enclosed proxy will be voted for the proposal.

          THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2010.

STOCKHOLDER PROPOSALS FOR THE 2011 ANNUAL MEETING

          Stockholders interested in submitting a proposal for inclusion in the proxy materials for the annual meeting of stockholders in 2011 may do so by following the procedures prescribed in SEC Rule 14a-8. To be eligible for inclusion, stockholder proposals must be received by the Secretary of CC Media no later than December 27, 2010. Proposals should be sent to: Secretary, CC Media Holdings, Inc., 200 East Basse Road, San Antonio, Texas 78209.

ADVANCE NOTICE PROCEDURES

          Under our Bylaws, stockholders may not present a proposal for consideration at any stockholders meeting unless the Secretary of CC Media receives such proposal not less than 90 days and not more than 120 days prior to the meeting. These requirements are separate from and in addition to the SEC’s requirements that a stockholder must meet in order to have a stockholder proposal included in CC Media’s proxy statement.

OTHER MATTERS

          Neither CC Media management nor the Board knows of any other business to be brought before the annual meeting other than the matters described above. If any other matters properly come before the annual meeting, the proxies will be voted on such matters in accordance with the judgment of the persons named as proxies therein, or their substitutes, present and acting at the meeting.

GENERAL

          The cost of soliciting proxies will be borne by CC Media. Following the original mailing of the proxy soliciting material, regular employees of CC Media or its subsidiaries may solicit proxies by mail, telephone, facsimile, e-mail and personal interview. Proxy cards and materials will also be distributed to beneficial owners of stock, through brokers, custodians, nominees and other like parties. CC Media expects to reimburse such parties for their charges and expenses connected therewith.

          The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. CC Media and some brokers household proxy materials, whereby a single proxy statement is delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, please notify your broker if your shares are held in a brokerage account or us if you hold registered shares. You can notify us by sending a written request to: Investor Relations, CC Media Holdings, Inc., 200 East Basse Road, San Antonio, Texas 78209.

          An electronic copy of CC Media’s Annual Report on Form 10-K filed with the SEC on March 16, 2010 is available free of charge at CC Media’s Internet website at www.ccmediaholdings.com. A paper copy of the Form 10-K is also available without charge to stockholders upon written request to: Investor Relations, CC Media Holdings, Inc., 200 East Basse Road, San Antonio, Texas 78209.

          This document is dated April 26, 2010 and is first being mailed to stockholders on or about May 3, 2010.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

          Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 26, 2010.

The Proxy Statement and Annual Report are available at: http://bnymellon.mobular.net/bnymellon/ccmo.

Robert H. Walls, Jr.
Executive Vice President, General Counsel and
Secretary

APPENDIX A

FINANCIAL STATEMENTS, FOOTNOTES AND OTHER DATA

STOCK PERFORMANCE GRAPH

          The following chart demonstrates a comparison of the cumulative total returns, adjusted for stock splits and dividends, for CC Media, a Radio Index, and the NASDAQ Stock Market Index for the period from July 30, 2008 through December 31, 2009.

Indexed Yearly Stock Price Close
(Price adjusted for Stock Splits and Dividends)

		7/30/08				12/31/08				12/31/09
CC Media		$	1,000			$	63			$	86
Radio Index*		$	1,000			$	360			$	1,543
NASDAQ Stock Market Index		$	1,000			$	680			$	988