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 28, 2009

          As a stockholder of CC Media Holdings, Inc., you are hereby given notice of and invited to attend, in person or by proxy, the Annual Meeting of Stockholders of CC Media Holdings, Inc. to be held at the corporate headquarters of CC Media Holdings, Inc. at 200 East Basse Road, San Antonio, Texas 78209, on May 28, 2009, 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 auditor of CC Media Holdings, Inc. for the year ending December 31, 2009; 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 29, 2009 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 Holdings, Inc. at the corporate headquarters of CC Media Holdings, Inc. 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

Andrew W. Levin
Executive Vice President, Chief Legal Officer and
Secretary

San Antonio, Texas
April 30, 2009

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 28, 2009:

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

2009 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
STOCKHOLDER AND INTERESTED PARTY COMMUNICATION WITH THE BOARD			7
PROPOSAL 1: ELECTION OF DIRECTORS			7
CODE OF BUSINESS CONDUCT AND ETHICS			10
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			11
COMPENSATION COMMITTEE REPORT			15
COMPENSATION DISCUSSION AND ANALYSIS			15
Introduction			15
Compensation Programs Terminated in Connection with the Merger			16
Overview and Objectives of CC Media’s Compensation Program			17
Compensation Practices			17
Elements of Compensation			19
Tax and Accounting Treatment			28
Corporate Services Agreement			29
2009 Compensation Decisions			29
Summary Compensation			29
Employment Agreements with the Named Executive Officers			32
Grants of Plan-Based Awards			35
Outstanding Equity Awards at Fiscal Year End			38
Option Exercises and Stock Vested			39
Pension Benefits			39
Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans			39
Potential Post-Employment Payments			39
Director Compensation			44
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			44
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			44
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			44
AUDIT COMMITTEE REPORT			46
AUDITOR FEES			48
PROPOSAL 2: SELECTION OF INDEPENDENT AUDITOR			49
STOCKHOLDER PROPOSALS FOR THE 2010 ANNUAL MEETING			49
ADVANCE NOTICE PROCEDURES			49
OTHER MATTERS			49
GENERAL			49
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS			50
APPENDIX A FINANCIAL STATEMENTS, FOOTNOTES AND OTHER DATA			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”, “CC Media Holdings”, “the Company”, “we”, “our”, or “us”) to be held on Thursday, May 28, 2009, 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 being mailed to stockholders on or about May 5, 2009.

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 28, 2009. 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 2008 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 accountants for the year ending December 31, 2009.
Q:		Which of my shares may I vote?
A:		Each share of Class A common stock (as defined below) and each share of Class B common stock (as defined below) owned by you as of the close of business on April 29, 2009 (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 (as defined below) 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, 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 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. Your broker will send you directions on how you can instruct your broker to vote. If you do not provide instructions to your broker to vote your shares, they may either vote your shares on the matters being presented at the annual meeting or leave your shares unvoted.
Q:		How can I vote my shares in person at the annual meeting?
A:		Shares held directly in your name as the 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 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. Only votes cast “for” a matter constitute affirmative votes. Votes “withheld” or abstaining from voting are counted for quorum purposes, but since they are not cast “for” a particular matter, they will have the same effect as negative votes or a vote “against” a particular matter.
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 accountants for the year ending December 31, 2009.
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 quarterly report on Form 10-Q for the second quarter of 2009, which will be filed with the Securities and Exchange Commission (the “SEC”) by August 14, 2009.

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 President and Chief Financial Officer and other executive officers, by reviewing analyses and reports sent to them and by participating in Board and committee meetings.

          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 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 will serve until the annual meeting and are nominated to stand for reelection. 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 29, 2009, regarding those individuals who currently serve as our directors, all of whom are also the nominees to serve as directors of CC Media until the 2010 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 Media
Name		Age				Position		Since
Mark P. Mays			45			Chief Executive Officer and Director			2008
Randall T. Mays			43			President, Chief Financial Officer and Director			2008
David C. Abrams			48			Director			2008
Steven W. Barnes			49			Director			2007
Richard J. Bressler			51			Director			2007
Charles A. Brizius			40			Director			2007
John P. Connaughton			43			Director			2007
Blair E. Hendrix			44			Director			2008
Jonathon S. Jacobson			48			Director			2008
Ian K. Loring			42			Director			2007
Scott M. Sperling			51			Director			2007
Kent R. Weldon			41			Director			2007

BOARD MEETINGS

          During 2008, the Board held three meetings (two regular meetings and one special meeting). Each of the nominees named below attended at least 75% of the aggregate of the total number of meetings of the Board held

during such director’s term and at least 75% of the total number of meetings held by committees of the Board on which that director served.

STOCKHOLDER MEETING ATTENDANCE

          CC Media encourages, but does not require, directors to attend the annual meetings of stockholders. CC Media did not have an annual meeting in 2008.

INDEPENDENCE OF DIRECTORS

          In February 2009, the Board adopted the NASDAQ standards 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 of CC Media 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 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, or a copy may be obtained upon request from the Secretary of CC Media. 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

X = Committee member

          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”)). The Compensation Committee met three times during 2008. 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 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 is responsible for developing and reviewing background information for candidates for the Board, including those recommended by stockholders, and makes recommendations to the Board regarding such candidates as well as committee membership. The Nominating and Governance Committee did not meet during 2008. Jonathon S. Jacobson is independent as defined by CC Media’s independence standards.

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

          Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to CC Media. 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”). 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: Board of Directors — Presiding Director, 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 a “Financial Expert” as defined by the SEC. See the Audit Committee Report later in this proxy statement, which details the duties and performance of the Audit Committee. The Audit Committee met three times during 2008. David C. Abrams of the Audit Committee is independent as defined by the standards of the Sarbanes-Oxley Act of 2002 and CC Media’s independence standards.

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 — Presiding Director, 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 majority 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 will serve until the annual meeting and are nominated to stand for reelection. 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. Abstentions shall not count as a vote cast in the election of a director nominee. Each of the nominees listed below is currently a director and is standing for re-election. Each nominee has indicated a willingness to serve as director if elected. Should any nominee become unavailable for election,

discretionary authority is conferred to vote for a substitute. Management has no reason to believe that any of the nominees will be unable or unwilling to serve if elected.

          NOMINEES FOR DIRECTOR

          The nominees for director are 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. 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 President and Chief Financial Officer.

          Randall T. Mays was appointed as CC Media’s President and Chief Financial Officer and as a director of CC Media on July 30, 2008. 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. 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.

          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 BA from the University of Pennsylvania. Mr. Abrams has been one of CC Media’s directors since July 30, 2008.

          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 Accellent Inc. 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 United Way of Massachusetts Bay, the Trust Board of Children’s Hospital in Boston, the Syracuse University School of Management Corporate Advisory Council and the Executive Committee of the Young President’s Organization in New England. 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.

          Richard J. Bressler is a Managing Director at 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 since 1979. Mr. Bressler is currently a Director of Clear Channel Communications, Inc., 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 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.

          Charles A. Brizius is a Managing Director of Thomas H. Lee Partners, L.P. Prior to joining Thomas H. Lee Partners, L.P., 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 Graduate School of Business Administration. 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.

          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 Graduate School of Business Administration. Mr. Connaughton has been one of CC Media’s directors since May 2007.

          Blair E. Hendrix is a Managing Director at Bain Capital Partners, LLC. Prior to joining the firm in 2000, Mr. Hendrix was Executive Vice President and Chief Operating Officer of DigiTrace Care Services, Inc. (now SleepMed), a national healthcare services company he cofounded. Earlier in his career, Mr. Hendrix was with Corporate Decisions, Inc. (now Mercer Management Consulting), a management consulting firm where he worked in a variety of industries. Mr. Hendrix received a B.A. from Brown University. Mr. Hendrix has been one of CC Media’s directors since October 2008. Additionally, he serves as a director for CC Media’s publicly traded subsidiary, CCOH.

          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 Department of the Treasury on issues of significance to the investment industry. He is a Trustee 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 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.

          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 Corp. 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 Harvard Business School and a B.A. from Trinity College. Mr. Loring has been one of CC Media’s directors since May 2007.

          Scott M. Sperling is Co-President of Thomas H. Lee Partners, L.P. 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 Thomas H. Lee Partners, L.P. 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 has been one of CC Media’s directors since May 2007.

          Kent R. Weldon is a Managing Director of Thomas H. Lee Partners, L.P. Prior to joining Thomas H. Lee Partners, L.P., 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 and Nortek Inc. 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 Graduate School of Business Administration. Mr. Weldon has been one of CC Media’s directors since May 2007.

MANAGEMENT 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. A copy may also be obtained upon request from the Secretary of CC Media.

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 29, 2009 for each director currently serving on the Board and each of the nominees for director, each of the named executive officers not listed as a director, the directors and executive officers as a group and each person known to CC Media to beneficially own more than 5% of CC Media’s outstanding shares of common stock. At the close of business on April 29, 2009, there were 23,586,874 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 (1)		Stock				Stock				Stock				Converted Basis (2)
Bain Capital Investors, LLC and Related Investment Funds c/o Bain Capital Partners, LLC 111 Huntington Avenue Boston, Massachusetts 02199			—				555,556	(3)			58,967,502	(4)			72	%
Thomas H. Lee Partners, L.P. and Related Investment Entities c/o Thomas H. Lee Partners, L.P. 100 Federal Street Boston, Massachusetts 02110			—				555,556	(5)			58,967,502	(6)			72	%
Highfields Capital Management LP and Managed Investment Funds (7) John Hancock Tower 200 Clarendon Street, 59th Floor Boston, Massachusetts 02116			9,950,510				—				—				12	%
FMR LLC and Related Investment Funds (8)			4,287,500				—				—				5	%
Mark P. Mays (9)			855,352				—				—				1	%
Randall T. Mays (10)			855,352				—				—				1	%
L. Lowry Mays (11)			722,249				—				—				*
John E. Hogan (12)			33,331				—				—				*
Andrew W. Levin (13)			14,383				—				—				*
David C. Abrams (14)			—				—				—				—

		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 (1)		Stock				Stock				Stock				Converted Basis (2)
Steven W. Barnes (15)			—				—				—				—
Richard J. Bressler (16)			—				—				—				—
Charles A. Brizius (16)			—				—				—				—
John P. Connaughton (15)			—				—				—				—
Blair E. Hendrix (15)			—				—				—				—
Jonathon S. Jacobson (7)			—				—				—				—
Ian K. Loring (15)			—				—				—				—
Scott M. Sperling (16)			—				—				—				—
Kent R. Weldon (16)			—				—				—				—
All directors and executive officers as a group (15 individuals) (17)			2,488,585				—				—				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”). The Merger was effected by the merger of Merger Sub, an indirect subsidiary of CC Media, with and into Clear Channel. 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.

          At the effective time of the Merger, Clear Channel’s shareholders who elected to receive cash consideration in connection with the Merger received $36.00 in cash for each pre-merger share of Clear Channel’s outstanding common stock they owned. Pursuant to the Merger Agreement, as an alternative to receiving the $36.00 per share cash consideration, Clear Channel’s shareholders were offered the opportunity to exchange some or all of their pre-merger shares on a one-for-one basis for shares of common stock in CC Media. Immediately following the Merger, those shares represented, in the aggregate, 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, Messrs. Mark P. Mays, Randall T. Mays and L. Lowry Mays rolled over unrestricted common stock, restricted equity securities, and “in the money” stock options exercisable for common stock of Clear Channel, with an aggregate value of approximately $45 million, in exchange for equity securities of CC Media, and Messrs. Mark P. Mays and Randall T. Mays received restricted stock of CC Media with an aggregate value of approximately $40 million (in each case based upon the per share price paid by the Sponsors for shares of CC Media in connection with the Merger). Certain other members of Clear Channel’s management also 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 2008 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 2008, 2007 and 2006.

          As set forth in the 2008 Summary Compensation Table, Mark P. Mays, the Chief Executive Officer of CC Media (the Principal Executive Officer of CC Media); Randall T. Mays, the 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; and Andrew W. Levin, the Executive Vice President, Chief Legal Officer and Secretary of CC Media (L. Lowry Mays, John E. Hogan and Andrew W. Levin, together representing the three next most highly compensated executive officers for services rendered in all capacities to CC Media) are CC Media’s named executive officers for the 2008 fiscal year. In connection with the Merger, each of Messrs. Mark P. Mays, Randall T. Mays, L. Lowry Mays, and John E. Hogan entered into new, five-year employment agreements. Mr. Andrew W. Levin does not have an employment agreement.

          The new employment agreements for Messrs. Mark P. Mays, Randall T. Mays, L. Lowry Mays and John E. Hogan generally set forth information regarding base salary, annual incentive bonus, long-term incentive compensation and other employee benefits. These new employment agreements were negotiated on an arm’s-length basis between each of the executives and CC Media’s Board prior to the effectiveness of the Merger. In January 2009, Messrs. Mark P. Mays’ and Randall T. Mays’ employment agreements were amended as further described below. For a more detailed description of the employment agreements of Messrs. Mark P. Mays, Randall T. Mays, L. Lowry Mays and John E. Hogan, please refer to “—Employment Agreements with the Named Executive Officers”.

Compensation Programs Terminated in Connection with the Merger

          On July 30, 2008, prior to the consummation of the Merger, Clear Channel terminated its 2000 Employee Stock Purchase Plan. At the effective time of the Merger, each share held under the plan was converted into the right to receive a cash payment equal to the value of $36.00 per share. In addition, except with respect to certain

stock options and shares of restricted stock of Clear Channel that were converted into stock options and shares of restricted stock of CC Media as of July 30, 2008, Clear Channel terminated each of the following incentive plans: Clear Channel’s 1994 Incentive Stock Option Plan; 1994 Nonqualified Stock Option Plan; 1998 Stock Incentive Plan; 2001 Stock Incentive Plan; Clear Channel Sharesave Scheme; The Ackerly Group, Inc. Fifth Amended and Restated Employees Stock Option Plan; The 1998 AMFM Inc. Stock Option Plan; The 1999 AMFM Inc. Stock Option Plan; Capstar Broadcasting Corporation 1998 Stock Option Plan; Jacor Communication, Inc. 1997 Long-Term Incentive Stock Plan; The Marquee Group, Inc. 1996 Stock Option Plan; SFX Entertainment, Inc. 1998 Stock Option and Restricted Stock Plan; and SFX Entertainment, Inc. 1999 Stock Option and Restricted Stock Plan. Each of the incentive plans under which certain stock options and shares of restricted stock of Clear Channel that were converted into stock options and shares of restricted stock of CC Media were granted (the 1994 Nonqualified Stock Option Plan; the 1998 Stock Incentive Plan; the 2001 Stock Incentive Plan; the Jacor Communications, Inc. 1997 Long-Term Incentive Stock Plan; The Marquee Group, Inc. 1996 Stock Option Plan; and the SFX Entertainment, Inc. 1999 Stock Option Plan and Restricted Stock Plan) will terminate only at the time when the last outstanding stock option or share of restricted stock granted under such plan expires or, in the case of options, is exercised or, in the case of restricted stock, is no longer subject to restrictions.

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 (other than for himself) recommendations;
	•		how proposed amounts of total compensation to CC Media’s executives compare to amounts paid to similar executives of the Media Peers (as defined below) both for the prior year and over a multi-year period;
	•		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.

          In January 2008, Clear Channel’s compensation committee engaged Hewitt, an independent leading national executive compensation consulting firm, to develop and provide market pay data (including base salary, bonus, total cash compensation, long-term incentive compensation and total compensation data) to better evaluate the appropriateness and competitiveness of the overall compensation paid to Mr. John E. Hogan. Compensation objectives were developed based on market pay data from proxy statements and other sources, when available, of leading media companies identified as key competitors for business and/or executive talent (the “Media Peers”). Mr. John E. Hogan’s individual pay components and total compensation were benchmarked against similarly situated executives of the Media Peers.

          The Media Peers include Belo Corp., CBS Corporation, Comcast Corporation, The Walt Disney Company, Gannett Company, Inc., IAC/Interactive Corp., Lamar Advertising, News Corporation, Time Warner Inc., Tribune Company, Viacom, Inc. and Yahoo! Inc. Hewitt selected the Media Peers in consultation with Clear Channel’s compensation committee by selecting companies comparable to Clear Channel on the basis of criteria including market capitalization, total assets, total revenue, EBITDA, cash flow and number of employees. The Media Peers do not include companies in the Radio Index, which historically was used for Clear Channel’s, and is currently being used for CC Media’s, stock performance graph, due to the fact that the companies comprising the Radio Index are smaller in size and have less diversified business operations than the Media Peers. The Compensation Committee believes that the Media Peers are more comparable to CC Media for executive compensation purposes.

          Set forth below is a table showing the compensation of executives of the Media Peers similarly situated to Mr. John E. Hogan:

																						Total
																						Long-
																		Total Cash				Term
														Bonus				Compen-				(Black-				Total
		Revenues				Executive (1)				Salary				Total (2)				sation				Scholes)				Compensation
Company		($M)				$				$				$				$				$				$
BELO CORP.			1,588			WILLIAMSON, DENNIS A.					500,000				341,250				841,250				720,725				1,561,975
CBS CORPORATION			14,320			GORDON, SUSAN C.					780,121				475,000				1,255,121				1,511,446				2,766,567
COMCAST CORPORATION			24,966			SMITH, LAWRENCE S.					1,226,000				1,531,250				2,757,250				6,293,831				9,051,081
GANNETT COMPANY, INC.			8,033			OGDEN, ROGER L.					551,667				360,000				911,667				1,328,860				2,240,527
IAC/INTERACTIVE CORP.			6,278			BLATT, GREGORY R.					550,000				1,000,000				1,550,000				5,976,238				7,526,238
NEWS CORPORATION			28,655			DEVOE, DAVID F.					2,853,750				7,000,000				9,853,750				1,700,308				11,554,058
TIME WARNER INC.			44,224			PACE, WAYNE H.					1,000,000				2,000,000				3,000,000				2,837,900				5,837,900
TRIBUNE COMPANY			5,518			REARDON, JOHN E.					509,615				350,000				859,615				997,745				1,857,360
VIACOM INC.			11,467			FRICKLAS, MICHAEL D.					1,513,200				1,375,000				2,888,200				3,682,602				6,570,802

																						Total
																						Long-
																		Total Cash				Term
														Bonus				Compen-				(Black-				Total
		Revenues				Executive (1)				Salary				Total (2)				sation				Scholes)				Compensation
Company		($M)				$				$				$				$				$				$
THE WALT DISNEY COMPANY			34,285			MAYER, KEVIN A.					537,500				1,200,000				1,737,500				445,095				2,182,595
YAHOO! INC.			6,426			NAZEM, FARZAD					479,167				1,000,000				1,479,167				13,162,500				14,641,667
25th %ile			6,352								523,558				417,500				1,083,394				1,163,303				2,211,561
50th %ile			11,467								551,667				1,000,000				1,550,000				1,700,308				5,837,900
75th %ile			26,811								1,113,000				1,453,125				2,822,725				4,829,420				8,288,660

          The Compensation Committee, consistent with the past, will aim to set Mr. John E. Hogan’s total compensation between the 50^th and 75^th percentile of the Media Peers. Notwithstanding, his total compensation may from time to time be above or below these percentiles as the Compensation Committee deems appropriate due to performance or prevailing market conditions for executive talent.

          Neither the Compensation Committee, nor Clear Channel’s compensation committee, requested Hewitt to perform an assessment of the compensation of Messrs. Mark P. Mays, Randall T. Mays, L. Lowry Mays and Andrew W. Levin in 2008 and did not set their 2008 post-Merger compensation based upon any benchmarks. The individual pay components for Messrs. Mark P. Mays, Randall T. Mays, and L. Lowry Mays following the Merger, including their base salary, any annual incentive bonus and long-term incentive compensation, were based upon arm’s-length negotiations between each such executive and CC Media’s Board. Historically, Clear Channel has not engaged an independent compensation consultant to assess Mr. Andrew W. Levin’s compensation, and his cash compensation (base salary and annual incentive bonus) did not change following the Merger.

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 of the Media Peers 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 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.  Pursuant to their new employment agreements, effective July 28, 2008, the rate of base salary for each of Messrs. Mark P. Mays, Randall T. Mays, and L. Lowry Mays was set at not less than $895,000, $875,000 and $250,000, respectively. These base salary amounts were mutually agreed upon between each of Messrs. Mark P. Mays, Randall T. Mays, and L. Lowry Mays and CC Media’s Board on an arm’s-length basis prior to the effectiveness of the Merger. However, in light of current economic conditions, each of Messrs. Mark P. Mays and Randall T. Mays agreed to amend his employment agreement to reduce his base salary in 2009 to $500,000 and to a base salary of not less than $1,000,000 thereafter.

     Effective February 1, 2008, Mr. John E. Hogan received a 3.3% merit increase in his base salary from $750,000 in 2007 to $775,000 in 2008. It was determined that the 3.3% merit increase was appropriate in order to maintain the competitiveness of his compensation package relative to similarly situated executives of the Media Peers. As set forth in Mr. John E. Hogan’s new employment agreement, effective June 29, 2008, CC Media’s Board agreed to continue to pay his base salary rate of $775,000 through January 31, 2009, after which date he is eligible for annual raises commensurate with the policy of the radio division. Mr. John E. Hogan’s base salary rate as of April 29, 2009 is $775,000.

     Effective February 1, 2008, Mr. Andrew W. Levin received a 14.3% increase in his base salary from $350,000 in 2007 to $400,000 in 2008. It was determined that the 14.3% merit increase was appropriate in order to maintain the competitiveness of his compensation package and to reward Mr. Andrew W. Levin for his performance in moving the Merger towards a successful close. Following the Merger, CC Media agreed to continue to pay his base salary rate of $400,000 through January 31, 2009. Mr. Andrew W. Levin’s base salary rate as of April 29, 2009 is $400,000.

     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”), which replaced the Clear Channel 2005 Annual Incentive Plan (the “Clear Channel 2005 Plan”) upon the closing of the Merger.

     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 is administered by 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-based goals (as further described below) pursuant to which the 2008 annual incentive bonuses were calculated were set prior to the Merger and pursuant to the Clear Channel 2005 Plan. For the 2008 annual incentive bonuses, (i) Messrs. Mark P. Mays’, Randall T. Mays’ and L. Lowry Mays’ performance goals were based on 2008 Core Assets OIBDAN (as defined below) (excluding the results of operations of Clear Channel’s television business sold on March 14, 2008), on a company-wide basis, (ii) Mr. John E. Hogan’s performance goals were based upon year-over-year growth in OIBDAN of Clear Channel’s radio division and other performance measures, which best reflect Mr. John E. Hogan’s respective contribution to outstanding divisional performance, and (iii) Mr. Andrew W. Levin’s performance goals were based upon year-over-year growth in OIBDAN, on a company-wide basis, and other performance measures, which were directly relevant to his position and responsibilities.

     As all of the named executive officers’ 2008 performance goals were determined prior to the Merger, CC Media’s Board confirmed its approval of the performance goals by resolution dated July 28, 2008.

     Commencing in 2009, performance goals for each named executive officer will be 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 President and Chief Financial Officer of CC Media and other senior executive officers of CC Media. The Chief Executive Officer of CC Media will make recommendations as to the compensation levels and performance goals of CC Media’s named executive officers (other than his own) to the Subcommittee for its review, consideration and approval. The Subcommittee will have complete discretion to accept, reject, or modify the recommendations of the Chief Executive Officer. In accordance with the amended employment agreements, the performance goals for each of Messrs. Mark P. Mays’ and Randall T. Mays’ 2009 annual bonuses will be determined based on achievement of EBITDA goals (as defined below) rather than OIBDAN.

     In 2008 and as currently contemplated for 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 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 four 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 preliminary bonus; and
	•		Make adjustments to the preliminary bonus calculation to reflect CC Media’s performance relative to the performance of the Media Peers, as applicable.

     Analysis.   In determining whether the 2008 financial performance goals were met, the Subcommittee considered, on a combined basis, the financial results of Clear Channel from January 1, 2008 to July 30, 2008 and the financial results of CC Media from July 31, 2008 to December 31, 2008.

     For 2008, the performance-based goals applicable to the named executive officers are set forth below:

     Mark P. Mays

     Mr. Mark P. Mays’ 2008 performance-based goal consisted of achieving a targeted amount of “Core Assets OIBDAN” (excluding the results of operations of Clear Channel’s television business sold on March 14, 2008), on a company-wide basis. “Core Assets OIBDAN” is defined as operating income before depreciation, amortization, non-cash compensation expense and gain or loss on disposition of assets generated by operations that were not identified in the plan announced by Clear Channel on November 16, 2006 to sell its television group and small market radio stations. 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. Mr. Mark P. Mays’ 2008 target bonus was set at $6,625,000 if Clear Channel and CC Media achieved, on a combined basis, Core Assets OIBDAN in 2008 of approximately $1.8 billion. This performance target was met in 2008 and Mr. Mark P. Mays was entitled to his target bonus of $6,625,000; however, in light of the current global economic slowdown and the resulting negative impact upon CC Media’s businesses, Mr. Mark P. Mays agreed to be paid the lesser amount of $4,500,000 for his 2008 annual incentive bonus. Commencing for Mr. Mark P. Mays’ 2009 annual incentive bonus, the performance goals will be based on EBITDA rather than OIBDAN. For purposes of the annual incentive bonus, EBITDA is defined to mean the calculation of “Consolidated EBITDA,” as calculated in the manner provided in the senior secured credit facilities documentation.

For a more detailed discussion of the use of performance goals based on EBITDA for 2009 and future years with respect to Mr. Mark P. Mays , see “—Employment Agreements with the Named Executive Officers”.

     Randall T. Mays

     Mr. Randall T. Mays’ 2008 performance-based goal consisted of achieving a targeted amount of Core Assets OIBDAN (excluding the results of operations of Clear Channel’s television business sold on March 14, 2008), on a company-wide basis. Mr. Randall T. Mays’ target bonus was set at $6,625,000 if Clear Channel and CC Media achieved, on a combined basis, Core Assets OIBDAN in 2008 of approximately $1.8 billion. This performance target was met in 2008 and Mr. Randall T. Mays was entitled to his target bonus of $6,625,000; however, in light of the current global economic slowdown and the resulting negative impact upon CC Media’s businesses, Mr. Randall T. Mays agreed to be paid the lesser amount of $4,500,000 for his 2008 annual incentive bonus. Commencing for Mr. Randall T. Mays’ 2009 annual incentive bonus, the performance goals will be based on EBITDA rather than OIBDAN. For purposes of the annual incentive bonus, EBITDA is defined to mean the calculation of “Consolidated EBITDA,” as calculated in the manner provided in the senior secured credit facilities documentation. For a more detailed discussion of the use of performance goals based on EBITDA for 2009 and future years with respect to Mr. Randall T. Mays, see “—Employment Agreements with the Named Executive Officers”.

     L. Lowry Mays

     Mr. L. Lowry Mays’ 2008 performance-based goal consisted of achieving a targeted amount of Core Assets OIBDAN (excluding the results of operations of Clear Channel’s television business sold on March 14, 2008), on a company-wide basis. Mr. L. Lowry Mays’ target bonus was set at $1,000,000 if Clear Channel and CC Media achieved, on a combined basis, Core Assets OIBDAN in 2008 of approximately $1.8 billion. This performance target was met in 2008 and Mr. L. Lowry Mays was entitled to his target bonus of $1,000,000; however, in light of the current global economic slowdown and the resulting negative impact upon CC Media’s businesses, Mr. L. Lowry Mays agreed to be paid the lesser amount of $452,500 for his 2008 annual incentive bonus.

     In 2008, it was believed that OIBDAN was the best quantifiable indicator of operating performance; therefore, Messrs. Mark P. Mays’, Randall T. Mays’ and L. Lowry Mays’ 2008 annual bonus opportunity was based on OIBDAN. As contemplated in their employment agreements, however, the Subcommittee currently anticipates that Messrs. Mark P. Mays’ and Randall T. Mays’ annual incentive bonus in 2009 and future years, at least in part, will instead be based upon EBITDA. EBITDA is an important indicator 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, and under CC Media’s new capital structure, EBITDA is the best measure of Messrs. Mark P. Mays’ and Randall T. Mays’ performance.

     John E. Hogan

     Mr. John E. Hogan’s 2008 performance-based goals consisted of (i) year-over-year growth in OIBDAN of the radio division, (ii) implementing sales strategic initiatives, (iii) implementing a strategic audience development plan to increase and maintain overall radio audiences of Clear Channel’s radio stations, (iv) implementing a plan to increase radio revenue, (v) developing and implementing a plan to fill key employment positions and (vi) developing and implementing programming strategic initiatives. Mr. John E. Hogan’s aggregate target bonus for 2008 was set at $1,000,000, as further shown in the following table.

										Strategic				Plan to				Plan to
						Sales				Audience				Increase				Fill Key				Programming
						Strategic				Development				Radio				Employment				Strategic				Total Potential
OIBDAN Growth						Initiatives				Plan				Revenue				Positions				Initiatives				Performance-Based
(objective)						(subjective)				(subjective)				(subjective)				(subjective)				(subjective)				Bonus
OIBDAN
Growth																										Total				% of Bonus
Rate		Bonus				Bonus				Bonus				Bonus				Bonus				Bonus				Bonus Opportunity				Opportunity
0.2%			80,000				4,000				4,000				4,000				4,000				4,000				100,000				10.0	%
0.4%			160,000				8,000				8,000				8,000				8,000				8,000				200,000				20.0	%
0.6%			240,000				12,000				12,000				12,000				12,000				12,000				300,000				30.0	%
0.8%			320,000				16,000				16,000				16,000				16,000				16,000				400,000				40.0	%
1.0%			400,000				20,000				20,000				20,000				20,000				20,000				500,000				50.0	%
1.2%			480,000				24,000				24,000				24,000				24,000				24,000				600,000				60.0	%
1.4%			560,000				28,000				28,000				28,000				28,000				28,000				700,000				70.0	%
1.6%			640,000				32,000				32,000				32,000				32,000				32,000				800,000				80.0	%
1.8%			720,000				36,000				36,000				36,000				36,000				36,000				900,000				90.0	%
2.0%			800,000				40,000				40,000				40,000				40,000				40,000				1,000,000				100.0	%
2.2%			920,000				46,000				46,000				46,000				46,000				46,000				1,150,000				115.0	%
2.4%			1,040,000				52,000				52,000				52,000				52,000				52,000				1,300,000				130.0	%
2.6%			1,160,000				58,000				58,000				58,000				58,000				58,000				1,450,000				145.0	%
2.8%			1,280,000				64,000				64,000				64,000				64,000				64,000				1,600,000				160.0	%
3.0%			1,400,000				70,000				70,000				70,000				70,000				70,000				1,750,000				175.0	%
3.2%			1,520,000				76,000				76,000				76,000				76,000				76,000				1,900,000				190.0	%
3.4%			1,640,000				82,000				82,000				82,000				82,000				82,000				2,050,000				205.0	%
3.6%			1,760,000				88,000				88,000				88,000				88,000				88,000				2,200,000				220.0	%
3.8%			1,880,000				94,000				94,000				94,000				94,000				94,000				2,350,000				235.0	%
4.0%			2,000,000				100,000				100,000				100,000				100,000				100,000				2,500,000				250.0	%

     As further discussed above, in 2008, it was believed that OIBDAN was the best quantifiable indicator of operating performance; therefore, 80% of Mr. John E. Hogan’s 2008 annual bonus opportunity was based on the radio division’s OIBDAN, which best reflects Mr. John E. Hogan’s respective contribution to outstanding divisional performance. Mr. John E. Hogan’s 2008 annual bonus opportunity was also based upon the five qualitatively evaluated initiatives described above that were deemed to be critical to CC Media’s short and long-term success and future drivers of stockholder value, each of which represented 4% of his bonus opportunity.

     The radio division, on a combined basis, had negative year-over-year growth in OIBDAN in 2008, resulting in no award for the OIBDAN growth component of Mr. John E. Hogan’s performance-based bonus. However, it was determined that Mr. John E. Hogan had earned a bonus award with respect to each of the five qualitatively evaluated initiatives and was awarded $76,000, $24,000, $52,000, $40,000 and $40,000, respectively, for such achievement.

     Mr. John E. Hogan’s total performance-based bonus for 2008 was $232,000.

     Andrew W. Levin

     Mr. Andrew W. Levin’s 2008 performance-based goals consisted of (i) year-over-year growth in OIBDAN on a company-wide basis, (ii) overseeing the successful close of the Merger, (iii) developing and implementing Clear Channel’s legal strategies and (iv) developing and implementing strategies addressing legislative and regulatory matters. Mr. Andrew W. Levin’s aggregate target bonus for 2008 was set at $200,000, as further shown in the following table.

														Legislative and
														Regulatory
OIBDAN Growth						Closing of Merger				Legal Strategies				Strategies				Total Bonus
(objective)						(subjective)				(subjective)				(subjective)				Opportunity
OIBDAN
Growth Rate		Bonus				Bonus				Bonus				Bonus
0.33%			15,000				1,667				1,667				1,667				20,000
0.66%			30,000				3,333				3,333				3,333				40,000
0.99%			45,000				5,000				5,000				5,000				60,000
1.32%			60,000				6,667				6,667				6,667				80,000
1.65%			75,000				8,333				8,333				8,333				100,000
1.98%			90,000				10,000				10,000				10,000				120,000
2.31%			105,000				11,667				11,667				11,667				140,000
2.64%			120,000				13,333				13,333				13,333				160,000
2.97%			135,000				15,000				15,000				15,000				180,000
3.30%			150,000				16,667				16,667				16,667				200,000
3.63%			165,000				18,333				18,333				18,333				220,000
3.96%			180,000				20,000				20,000				20,000				240,000
4.29%			195,000				21,667				21,667				21,667				260,000
4.62%			210,000				23,333				23,333				23,333				280,000
4.95%			225,000				25,000				25,000				25,000				300,000
5.28%			240,000				26,667				26,667				26,667				320,000
5.61%			255,000				28,333				28,333				28,333				340,000
5.94%			270,000				30,000				30,000				30,000				360,000
6.27%			285,000				31,667				31,667				31,667				380,000
6.60%			300,000				33,333				33,333				33,333				400,000
6.93%			315,000				35,000				35,000				35,000				420,000
7.26%			330,000				36,667				36,667				36,667				440,000
7.59%			345,000				38,333				38,333				38,333				460,000
7.92%			360,000				40,000				40,000				40,000				480,000
8.25%			375,000				41,667				41,667				41,667				500,000

     As further discussed above, in 2008 it was believed that OIBDAN was the best quantifiable indicator of operating performance; therefore, 75% of Mr. Andrew W. Levin’s 2008 annual bonus opportunity was based on OIBDAN and 25% of his 2008 annual bonus opportunity was based upon the three qualitatively evaluated initiatives described above that were deemed to be directly relevant to his position and responsibilities, each of which represented 8.33% of his bonus opportunity.

     Clear Channel and CC Media, on a combined basis, had negative year-over-year growth in OIBDAN in 2008, resulting in no award for the OIBDAN growth component of his performance-based bonus. However, it was determined that Mr. Andrew W. Levin had achieved target performance of the three qualitatively evaluated initiatives and was awarded $16,667 for achieving each such initiative.

     Mr. Andrew W. Levin’s total performance-based bonus for 2008 was $50,000. In addition to his performance-based bonus, Mr. Andrew W. Levin was awarded a bonus of $223,000 upon the closing of the Merger on July 30, 2008.

     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 Subcommittee. See “—Grants of Plan-Based Awards” for a more detailed description of the 2008 Incentive Plan.

     As of March 1, 2009, there were approximately 157 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 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 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 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 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 Subcommittee. All decisions to award the named executive officers restricted stock are in the sole discretion of the Subcommittee.

     Mix of Stock Options and Restricted Stock Awards.  In 2008, long-term incentive compensation generally was paid in the form of stock options. In addition, in connection with the execution of the new employment agreements, Messrs. Mark P. Mays and Randall T. Mays were made a one time grant of restricted stock in the aggregate amount of $40,000,000. All stock options and restricted stock awards that were made to the named executive officers in 2008 were approved by the Board of CC Media. These forms of compensation reward stockholder value creation in slightly different ways. Stock options (which have exercise prices equal to the market price of CC Media stock at the date of grant) reward executive officers only if the stock price increases. Restricted stock awards are impacted by all stock price changes, so the value to the executive officer is affected by both increases and decreases in stock price.

     Analysis

     In July 2008, CC Media granted the named executive officers the following stock options and restricted stock awards:

Named Executive Officer		Stock Options				Restricted Stock
Mark P. Mays			2,083,333	(1)			555,556	(2)
Randall T. Mays			2,083,333	(1)			555,556	(2)
L. Lowry Mays			—				—
John Hogan			162,445	(3)			—
Andrew W. Levin			61,985	(4)			—

     The amount and vesting schedules of Messrs. Mark P. Mays’ and Randall T. Mays’ stock option and restricted stock awards were mutually agreed upon between each individual and CC Media’s Board on an arm’s-length basis prior to the effectiveness of the Merger. With respect to each of Messrs. Mark P. Mays’ and Randall T. Mays’ award of stock options representing 2,083,333 shares of common stock, (i) stock options representing 1,041,667 shares of common stock are “time-vesting” and vest one-fourth on May 13, 2011, one-fourth on May 13, 2012 and one-half on May 13, 2013 and (ii) stock options representing 1,041,666 shares of common stock are “time-vesting” and “performance-based vesting” in that (a) stock options representing 520,833 shares of common stock will fully vest upon the Sponsors receiving a 200% return on their investment in CC Media in the form of cash returns and (b) additional stock options representing 520,833 shares of common stock will fully vest upon the Sponsors receiving a 250% return on their investment in CC Media in the form of cash returns.

     The amount of Mr. John E. Hogan’s stock option award was determined by the Subcommittee based upon market pay data of the Media Peers and internal pay equity relative to other key executives of CC Media. With respect to Mr. John E. Hogan’s award of stock options representing 162,445 shares of common stock, (i) stock options representing 54,159 shares of common stock are “time-vesting” and vest in five equal installments annually beginning on May 13, 2009 and (ii) stock options representing 108,286 shares of common stock are “time-vesting” and “performance-based vesting” in that (a) stock options representing 54,143 shares of common stock become available to vest in five equal installments annually beginning on May 13, 2009 and will only vest if the Sponsors receive at least a 200% return on their investment in CC Media in the form of cash returns by such time and (b) additional stock options representing 54,143 shares of common stock become available to vest in five equal installments annually beginning on May 13, 2009 and will only vest if the Sponsors receive at least a 250% return on their investment in CC Media in the form of cash returns by such time.

     As described above, the Compensation Committee aims to set Mr. John E. Hogan’s total compensation (base salary, annual incentive bonus and long-term incentive compensation) between the 50^th and 75^th percentile with respect to similarly situated executives of the Media Peers. In 2008, Mr. John E. Hogan’s total compensation fell between the 25^th and 50^th percentile with respect to similarly situated executives of the Media Peers. The Compensation Committee deemed Mr. John E. Hogan’s 2008 total compensation appropriate in light of the negative year-over-year growth in the radio division’s 2008 OIBDAN.

     The amount of Mr. Andrew W. Levin’s stock option award was determined by the Subcommittee based upon his performance to date in moving the Merger towards a successful close and internal pay equity relative to other key employees of CC Media. With respect to Mr. Andrew W. Levin’s award of stock options representing 61,985 shares of common stock, (i) stock options representing 20,666 shares of common stock are “time-vesting” and vest in five equal installments annually beginning on May 13, 2009 and (ii) stock options representing 41,319 shares of common stock are “time-vesting” and “performance-based vesting” in that (a) stock options representing 20,660 shares of common stock become available to vest in five equal installments annually beginning on May 13, 2009 and will only vest if the Sponsors receive at least a 200% return on their investment in CC Media in the form of cash returns by such time and (b) additional stock options representing 20,659 shares of common stock become available to vest in five equal installments annually beginning on May 13, 2009 and will only vest if the Sponsors receive at least a 250% return on their investment in CC Media in the form of cash returns by such time.

     As described above, the Subcommittee considered internal pay equity when determining the stock options to be granted to Messrs. John E. Hogan and Andrew W. Levin. However, the Subcommittee did so broadly and does not have a specific policy, or seek to follow established guidelines or formulas, to maintain a particular ratio of long-term incentive compensation among the named executive officers or other executives of CC Media.

     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 Subcommittee, as applicable, prior to granting equity awards, the Compensation Committee or 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 2008 Summary Compensation Table included in this proxy statement.

     Severance Arrangements

     Pursuant to the employment agreements of Messrs. Mark P. Mays, Randall T. Mays, L. Lowry Mays and John E. Hogan, such individuals 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. Andrew W. Levin is entitled to participate in the severance plan generally applicable to corporate officers of 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, the vesting of certain equity awards are accelerated, and 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 Executive Officers. 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 delegated to the Subcommittee its responsibilities in administrating performance awards under the Annual Incentive Plan. These delegated duties 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 2008, 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, 2008, 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 Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (“FAS 123R”).

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 2007 OIBDAN as a percentage of Clear Channel’s total 2007 OIBDAN. For 2007 and 2006, CCOH reimbursed 35% of Mr. Mark P. Mays’ and Mr. Randall T. Mays’ “base salary” and “bonus”. For 2008, 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 2008, CCOH reimbursed CC Media $313,250 and $306,250 of Mr. Mark P. Mays’ and Mr. Randall T. Mays’ “base salary,” respectively, and $1,575,000 and $1,575,000 of Mr. Mark P. Mays’ and Mr. Randall T. Mays’ “bonus,” 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 2008 Summary Compensation Table contained in this proxy statement.

2009 Compensation Decisions

     On January 20, 2009, CC Media and each of Messrs. Mark P. Mays and Randall T. Mays entered into an amendment to their respective employment agreements. The amendment to each employment agreement included the following changes:

	•		A decrease in base salary for 2009 to $500,000 and thereafter a minimum base salary of $1,000,000.
	•		A change in the calculation of the annual incentive bonus. Beginning in 2009, each of Messrs. Mark P. Mays and Randall T. Mays will be entitled to receive an annual incentive 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. Randall T. Mays or Mr. Mark P. Mays, as applicable, to a bonus of $2,000,000. Target EBITDA is determined by the Subcommittee in consultation with CC Media management.
	•		A change in the amount of base salary to no less than $1,000,000 for purposes of determining the amount of severance payable to either Messrs. Mark P. Mays or Randall T. Mays, if he is terminated by CC Media without Cause or if he resigns for Good Reason (each, as defined below).

     Please refer to “—Employment Agreements with the Named Executive Officers” for a more detailed description of these amended employment agreements.

Summary Compensation

     The Summary Compensation table shows certain compensation information for the years ended December 31, 2008, 2007 and 2006 for the named executive officers of CC Media. All data presented below for the period from January 1, 2006 through July 30, 2008 represents compensation paid by Clear Channel.

2008 SUMMARY COMPENSATION TABLE

																						Non – Equity
																						Incentive
														Stock				Option				Plan				All Other
Name and Principal						Salary				Bonus				Awards (1)				Awards (1)				Compensation				Compensation				Total
Position		Year				($)				($)				($)				($)				($)				($)				($)
Mark P. Mays –			2008				528,050	(3)			—				6,201,266				3,351,251				2,655,000	(3)			260,695	(4)			12,996,262
Chief Executive Officer (2) (PEO)			2007				581,750	(3)			—				2,178,583				1,340,407				4,306,250	(3)			298,770	(4)			8,705,760
			2006				581,750	(3)			—				1,589,869				2,551,243				4,306,250	(3)			282,884	(4)			9,311,996
Randall T. Mays –			2008				516,250	(5)			—				6,201,266				3,351,251				2,655,000	(5)			340,811	(4)			13,064,578
President and Chief Financial Officer (2) (PFO)			2007				568,750	(5)			—				2,178,583				1,340,407				4,306,250	(5)			412,920	(4)			8,806,910
			2006				564,417	(5)			—				1,589,869				2,551,243				4,306,250	(5)			270,603	(4)			9,282,382
L. Lowry Mays –			2008				695,000				—				1,238,957				166,672				452,500				187,550	(4)			2,740,679
Chairman Emeritus			2007				695,000				—				933,147				—				—				241,028	(4)			1,869,175
			2006				695,000				—				752,812				—				3,312,500				149,728	(4)			4,910,040
John Hogan –			2008				772,917				—				1,261,415				342,328				232,000				65,502	(6)			2,674,162
President and CEO of the Radio Division			2007				750,000				—				751,042				434,641				157,500				73,125	(6)			2,166,308
			2006				622,917				—				584,425				781,596				987,552				62,795	(6)			3,039,285
Andrew W. Levin –			2008				395,833				223,000	(7)			412,139				82,124				50,000				11,737	(8)			1,174,833
Executive Vice President, Chief Legal Officer and Secretary			2007				347,917				—				224,044				80,303				157,500				25,449	(8)			835,212
			2006				322,917				—				162,951				104,724				259,500				21,199	(8)			871,291
Scott M. Sperling –			2008				—				—				—				—				—				—				—
President (9)			2007				—				—				—				—				—				—				—
			2006				—				—				—				—				—				—				—
Steven W. Barnes –			2008				—				—				—				—				—				—				—
Co-President (9)			2007				—				—				—				—				—				—				—
			2006				—				—				—				—				—				—				—

(9)

Mr. Scott M. Sperling was the President of CC Media from its incorporation on May 11, 2007 until July 30, 2008. Mr. Steven W. Barnes was the Co-President of CC Media from March 26, 2008 until July 30, 2008. Mr. Sperling and Mr. Barnes received no compensation for their services.

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. Furthermore, Mark P. Mays and Randall T. Mays entered into amendments to their respective employment agreements on January 20, 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, 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 will receive a base salary of $500,000 in 2009 and 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 his original employment agreement with CC Media, Mr. Mark P. Mays was 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 achieved at least 80% of the budgeted OIBDAN for the given year, Mr. Mark P. Mays’ annual bonus for that year would be no less than $6,625,000. 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. Target EBITDA is determined by 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 shares of CC Media stock equal to 2.5% of the fully diluted equity of CC Media (subject to vesting requirements) and was issued restricted shares of CC Media Class A common stock with a value equal to $20 million (subject to vesting requirements).

     Randall T. Mays

     Upon the consummation of the Merger, Randall T. Mays was employed by CC Media and Clear Channel as the President of each entity. Mr. Randall T. 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. 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 will receive a base salary of $500,000 in 2009 and an annual base salary thereafter of not less than $1,000,000. 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). Pursuant to his original employment agreement with CC Media, Mr. Randall T. Mays was 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 achieved at least 80% of the budgeted OIBDAN for the given year, Mr. Randall T. Mays’ annual bonus for that year would be no less than $6,625,000. Pursuant to the amendment to his employment agreement, beginning in 2009, Mr. Randall T. 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. Randall T. Mays to a bonus of $2,000,000. Target EBITDA is determined by the Subcommittee, in consultation with the management team, and EBITDA, for this limited purpose, is calculated in the manner discussed below. Mr. Randall T. 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. Randall T. Mays received an equity incentive award of options to purchase shares of CC Media stock equal to 2.5% of the fully diluted equity of CC Media (subject to vesting requirements) and was issued restricted shares of CC Media Class A common stock with a value equal to $20 million (subject to vesting requirements).

     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 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, 2008.

														Other
						Non-Cash				Depreciation				Operating
		Operating				Compensation				and				Income —
		Income (Loss)				Expense				Amortization				Net				OIBDAN
Radio Broadcasting		$	979,121			$	37,785			$	152,822			$	—			$	1,169,728
Outdoor Advertising			328,431				10,632				472,350				—				811,413
Other			(31,419	)			1,276				53,688				—				23,545
Other Operating Income — Net			28,032				—				—				(28,032	)
Impairment Charge			(5,268,858	)			—				—				5,268,858
Corporate and Merger Costs			(401,684	)			28,941				17,970				155,769				(199,004	)
Consolidated		$	(4,366,377	)		$	78,634			$	696,830			$	5,396,595			$	1,805,682

     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, 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).

     Andrew W. Levin

     As discussed above, Mr. Andrew W. Levin does not have an employment agreement. Mr. Andrew W. Levin is entitled to participate in the severance plan applicable to corporate officers generally. Under that plan, upon Mr. Andrew W. Levin’s termination without cause or resignation for good reason within one year of the Merger, he would be entitled to receive severance of 18 months of base pay plus 18 months of his 2006 annual bonus, payable monthly.

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), and 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. Of the options granted to Messrs. Mark P. Mays and Randall T. Mays under the 2008 Incentive Plan at the closing of the Merger, 50% will vest solely based upon continued employment (with 25% vesting on May 13, 2011, 25% vesting on May 13, 2012 and 50% vesting on May 13, 2013) and the remaining 50% will vest based both upon continued employment and upon the achievement of the predetermined performance targets further discussed in “—Elements of Compensation—Long-Term Incentive Compensation” above. 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 Subcommittee. 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 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 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, 2008.

2008 GRANTS OF PLAN-BASED AWARDS

All Other

Option

All Other

Awards:

Stock

Number

Estimated Possible Payouts

Estimated Future Payouts

Awards:

of

Exercise

Grant Date

Under Non-Equity Incentive

Under Equity Incentive

Number

Securities

or Base

Fair Value of

Plan Awards

Plan Awards

of Shares

Under-

Price of

Stock

Thres-

Thres-

Maxi-

of Stock

lying

Option

and Option

Grant

hold

Target

Maximum

hold

Target

mum

or Units

Options

Awards

Awards

Name

Date

($)

($)

($)

(#)

(#)

(#)

(#)

(#)

($/Sh)

($) (8)

Mark P. Mays (PEO)

Annual Incentive Bonus

2/11/08

(1)

—

6,625,000

—

Stock Option Award

7/30/08

(2)

1,041,666

1,041,667

36.00

22,458,341

Restricted Stock Award

7/30/08

(3)

555,556

20,000,016

Randall T. Mays (PFO)

Annual Incentive Bonus

2/11/08

(1)

—

6,625,000

—

Stock Option Award

7/30/08

(2)

1,041,666

1,041,667

36.00

22,458,341

Restricted Stock Award

7/30/08

(3)

555,556

20,000,016

L. Lowry Mays

Annual Incentive Bonus

2/11/08

(4)

—

1,000,000

—

John E. Hogan

Annual Incentive Bonus

2/11/08

(5)

100,000

1,000,000

2,500,000

Stock Option Award

7/30/08

(6)

108,286

54,159

36.00

1,122,716

Andrew W. Levin

Annual Incentive Bonus

2/11/08

(7)

20,000

200,000

500,000

Stock Option Award

7/30/08

(8)

41,319

20,666

36.00

428,406