Clear Channel Communications, Inc.

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 27, 2008

          As a shareholder of Clear Channel Communications, Inc., you are hereby given notice of and invited to attend, in person or by proxy, the Annual Meeting of Shareholders of Clear Channel Communications, Inc. to be held at The La Quinta Inn & Suites San Antonio Airport, 850 Halm Boulevard, San Antonio, Texas 78216, on May 27, 2008, at 9:00 a.m. local time, for the following purposes:

	1.		to elect 11 directors to serve for the coming year;
	2.		to ratify the selection of Ernst & Young LLP as independent auditors for the year ending December 31, 2008;
	3.		to consider four shareholder proposals, if presented at the meeting; and
	4.		to transact any other business which may properly come before the meeting or any adjournment thereof.

          Only shareholders of record at the close of business on April 18, 2008 are entitled to notice of and to vote at the meeting.

          Two cut-out admission tickets are included on the back cover of this document and are required for admission to the meeting. Please contact Clear Channel’s Secretary at Clear Channel’s corporate headquarters if you need additional tickets. If you plan to attend the annual meeting, please note that space limitations make it necessary to limit attendance to shareholders and one guest. Admission to the annual meeting will be on a first-come, first-served basis. Registration and seating will begin at 8:30 a.m. Each shareholder may be asked to present valid picture identification, such as a driver’s license or passport. Shareholders holding stock in brokerage accounts (“street name” holders) will need to bring a copy of a brokerage statement reflecting stock ownership as of the record date. Cameras (including cellular telephones with photographic capabilities), recording devices and other electronic devices will not be permitted at the annual meeting. The annual meeting will begin promptly at 9:00 a.m.

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

By Order of the Board of Directors

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

San Antonio, Texas
April 29, 2008

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON May 27, 2008:
The Notice of Annual Meeting and Proxy Statement are available at
www.proxydocs.com/ccu.

2008 ANNUAL MEETING OF SHAREHOLDERS NOTICE OF ANNUAL MEETING
AND PROXY STATEMENT TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING			1
THE BOARD OF DIRECTORS			3
Board Meetings			3
Shareholder Meeting Attendance			4
Independence of Directors			4
Committees of the Board			6
Shareholder and Interested Party Communication with the Board			8
PROPOSAL 1: ELECTION OF DIRECTORS			8
CODE OF BUSINESS CONDUCT AND ETHICS			9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS			10
Proposed Change in Control			11
Equity Compensation Plans			12
COMPENSATION COMMITTEE REPORT			12
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS			12
Summary Compensation			21
Grants of Plan-Based Awards			25
Outstanding Equity Awards at Fiscal Year End			27
Option Exercises and Stock Vested			28
Nonqualified Defined Contribution and Nonqualified Deferred Compensation Plans			29
Director Compensation			37
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			37
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			38
TRANSACTIONS WITH RELATED PERSONS			38
AUDIT COMMITTEE REPORT			39
AUDITOR FEES			41
PROPOSAL 2: SELECTION OF INDEPENDENT AUDITORS			41
PROPOSALS 3, 4, 5 AND 6 - SHAREHOLDER PROPOSALS			42
SHAREHOLDER PROPOSALS FOR THE 2009 ANNUAL MEETING			48
ADVANCE NOTICE PROCEDURES			48
OTHER MATTERS			48
NYSE MATTERS			49
GENERAL			49
APPENDIX A – FINANCIAL STATEMENTS, FOOTNOTES AND OTHER DATA			A-1

PROXY STATEMENT

          This proxy statement contains information related to the annual meeting of shareholders of Clear Channel Communications, Inc. to be held on Tuesday, May 27, 2008, beginning at 9:00 a.m., at the La Quinta Inn & Suites San Antonio Airport, 850 Halm Boulevard, San Antonio, Texas, and at any postponements or adjournments thereof. This proxy statement is being mailed to shareholders on or about May 9, 2008.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND
THE ANNUAL MEETING

Q:		Why am I receiving these materials?
A:		Clear Channel’s Board of Directors (the “Board”) is providing these proxy materials for you in connection with Clear Channel’s annual meeting of shareholders (the “annual meeting”), which will take place on May 27, 2008. The Board is soliciting proxies to be used at the annual meeting. You are also invited to attend the annual meeting and are requested to vote on the proposals described in this proxy statement.
Q:		What information is contained in these materials?
A:		The information included in this proxy statement relates to the proposals to be voted on at the annual meeting, the voting process, the compensation of our directors and our most highly paid executive officers, and certain other required information. Following this proxy statement are excerpts from Clear Channel’s 2007 Annual Report on Form 10-K including Consolidated Financial Statements, Notes to the Consolidated Financial Statements, and Management’s Discussion and Analysis. A Proxy Card and a return envelope are also enclosed.
Q:		What proposals will be voted on at the annual meeting?
A:		There may be up to six proposals scheduled to be voted on at the annual meeting: the election of directors, the ratification of Ernst & Young LLP as Clear Channel’s independent accountants for the year ending December 31, 2008, and, if presented, four shareholder proposals.
Q:		Which of my shares may I vote?
A:		All shares owned by you as of the close of business on April 18, 2008 (the “Record Date”) may be voted by you. These shares include shares that are: (1) held directly in your name as the shareholder of record, and (2) held for you as the beneficial owner through a stockbroker, bank or other nominee. Each of your shares is entitled to one vote at the annual meeting.
Q:		What is the difference between holding shares as a shareholder of record and as a beneficial owner?
A:		Most shareholders of Clear Channel hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.
		SHAREHOLDER OF RECORD: If your shares are registered directly in your name with Clear Channel’s transfer agent, The Bank of New York, you are considered, with respect to those shares, the shareholder of record, and these proxy materials are being sent directly to you by The Bank of New York on behalf of Clear Channel. As the shareholder of record, you have the right to grant your voting proxy directly to Clear Channel or to vote in person at the annual meeting. Clear Channel has enclosed a proxy card for you to use.
		BENEFICIAL OWNER: If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials

		are being forwarded to you by your broker or nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker on how to vote and are also invited to attend the annual meeting. However, since you are not the shareholder of record, you may not vote these shares in person at the annual meeting, unless you obtain a signed proxy from the record holder giving you the right to vote the shares. Your broker or nominee has enclosed a voting instruction card for you to use in directing the broker or nominee regarding how to vote your shares.
Q:		If my shares are held in “street name” by my broker, will my broker vote my shares for me?
A:		Under New York Stock Exchange (“NYSE”) rules, brokers will have discretion to vote the shares of customers who fail to provide voting instructions. Your broker will send you directions on how you can instruct your broker to vote. If you do not provide instructions to your broker to vote your shares, they may either vote your shares on the matters being presented at the annual meeting or leave your shares unvoted.
Q:		How can I vote my shares in person at the annual meeting?
A:		Shares held directly in your name as the shareholder of record may be voted by you in person at the annual meeting. If you choose to do so, please bring the enclosed proxy card and proof of identification. Even if you plan to attend the annual meeting, Clear Channel recommends that you also submit your proxy as described below so that your vote will be counted if you later decide not to attend the annual meeting. You may request that your previously submitted proxy card not be used if you desire to vote in person when you attend the annual meeting. Shares held in “street name” may be voted in person by you at the annual meeting only if you obtain a signed proxy from the record holder giving you the right to vote the shares. Your vote is important. Accordingly, you are urged to sign and return the accompanying proxy card whether or not you plan to attend the annual meeting.
		If you plan to attend the annual meeting, please note that space limitations make it necessary to limit attendance to shareholders and one guest. Admission to the annual meeting will be on a first-come, first-served basis. Registration and seating will begin at 8:30 a.m. Each shareholder may be asked to present valid picture identification, such as a driver’s license or passport. Shareholders holding stock in brokerage accounts (“street name” holders) will need to bring a copy of a brokerage statement reflecting stock ownership as of the record date. Cameras (including cellular telephones with photographic capabilities), recording devices and other electronic devices will not be permitted at the annual meeting.
Q:		How can I vote my shares without attending the annual meeting?
A:		Whether you hold shares directly as the shareholder of record or beneficially in “street name,” when you return your proxy card or voting instructions accompanying this proxy statement, properly signed, the shares represented will be voted in accordance with your directions. You can specify your choices by marking the appropriate boxes on the enclosed proxy card.
Q:		May I change my vote?
A:		If you are a shareholder of record, you may change your vote or revoke your proxy at any time before your shares are voted at the annual meeting by sending the Secretary of Clear Channel a proxy card dated later than your last vote, notifying the Secretary of Clear Channel in writing, or voting at the annual meeting.

Q		What if I return my proxy card without specifying my voting choices?
A:		If your proxy card is signed and returned without specifying choices, the shares will be voted as recommended by the Board.
Q:		What does it mean if I receive more than one proxy or voting instruction card?
A:		It means your shares are registered differently or are in more than one account. Please provide voting instructions for all proxy and voting instruction cards you receive.
Q:		What constitutes a quorum?
A:		The presence, in person or by proxy, of the holders of a majority of the outstanding shares of Clear Channel’s Common Stock is necessary to constitute a quorum at the annual meeting. Only votes cast “for” a matter constitute affirmative votes. Votes “withheld” or abstaining from voting are counted for quorum purposes, but since they are not cast “for” a particular matter, they will have the same effect as negative votes or a vote “against” a particular matter.
		Under New York Stock Exchange Rules, the proposals to elect directors and to ratify the selection of independent auditors are considered “discretionary” items. This means that brokerage firms may vote in their discretion on these matters on behalf of clients who have not furnished voting instructions at least 15 days before the date of the annual meeting. In contrast, the shareholder proposals are “non-discretionary” items. This means brokerage firms that have not received voting instructions from their clients on these proposals may not vote on them. These so-called “broker non-votes” will be included in the calculation of the number of votes considered to be present at the annual meeting for purposes of determining a quorum, but will not be considered in determining the number of votes necessary for approval and will have no effect on the outcome of the vote for the shareholder proposals.
Q:		What are Clear Channel’s voting recommendations?
A:		The Board recommends that you vote your shares “FOR” each of the nominees to the Board, “FOR” the ratification of Ernst & Young LLP as Clear Channel’s independent accountants for the year ending December 31, 2008, and “AGAINST” the four shareholder proposals.
Q:		Where can I find the voting results of the annual meeting?
A:		Clear Channel will announce preliminary voting results at the annual meeting and publish final results in Clear Channel’s quarterly report on Form 10-Q for the second quarter of 2008, which will be filed with the Securities and Exchange Commission (the “SEC”) by August 11, 2008.

THE BOARD OF DIRECTORS

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

BOARD MEETINGS

          During 2007, the Board held 18 meetings (3 regular meetings and 15 special meetings). Each of the nominees named below attended at least 75% of the aggregate of the total number of meetings of the Board held during such director’s term and at least 75% of the total number of meetings held by committees of the Board on which that director served.

SHAREHOLDER MEETING ATTENDANCE

          Clear Channel encourages, but does not require, directors to attend the annual meetings of shareholders. All eleven members of the Board were in attendance at Clear Channel’s 2007 Annual Meeting of Shareholders.

INDEPENDENCE OF DIRECTORS

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

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

          Pursuant to the Corporate Governance Guidelines, the Board undertook its annual review of director independence in April 2008. During this review, the Board considered transactions and relationships during the prior year between each director or any member of his or her immediate family and Clear Channel and its subsidiaries, affiliates and investors, including those reported under “Transactions With Related Persons” below. The Board also examined transactions and relationships between directors or their affiliates and members of the senior management or their affiliates. As provided in the Corporate Governance Guidelines, the purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent.

          As a result of this review, the Board affirmatively determined that, of the directors nominated for election at the annual meeting, B. J. McCombs, Alan D. Feld, Perry J. Lewis, Phyllis B. Riggins, Theodore H. Strauss, J. C. Watts, John H. Williams and John B. Zachry are independent of Clear Channel and its management under the listing standards of the NYSE and the standards set forth in the Corporate Governance Guidelines, including those standards enumerated in paragraphs 1-7 above. In addition, the Board has determined that every member of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee is independent. While in its review the Board noted certain longtime business and personal relationships between certain of the members of the Board that are not required to be described under the heading “Compensation Committee Interlocks And Insider Participation” or under the heading “Transactions With Related Persons” found on page 38 of this document, it concluded that none of business or personal relationships impaired any of the above-named Board members’ independence.

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

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

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

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

          Currently, Mr. Williams, the Chairman of the Nominated and Governance Committee, is serving as the Presiding Director. As part of the standard rotation established by the Board, Mr. Zachry, the Chairman of the Compensation Committee, will begin his service as the Presiding Director on July 1, 2008.

COMMITTEES OF THE BOARD

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

BOARD COMMITTEE MEMBERSHIP

Executive

Nominating and

Compensation

Performance

Governance

Audit

Name

Committee

Subcommittee

Committee

Committee

Alan D. Feld

Perry J. Lewis

X

*

B. J. McCombs

X

X

Phyllis B. Riggins

X

Theodore H. Strauss

X

X

J. C. Watts

X

X

John H. Williams

X

*

X

John B. Zachry

X

*

X

*

X

The Compensation Committee

          The Compensation Committee administers Clear Channel’s stock option plans and performance-based compensation plans, determines compensation arrangements for all officers and makes recommendations to the Board concerning the compensation of directors of Clear Channel and its subsidiaries (except with respect to matters entrusted to the Executive Performance Subcommittee as described below and matters related to the compensation of the officers and directors of Clear Channel’s publicly traded subsidiary, Clear Channel Outdoor Holdings, Inc.). The Compensation Committee met four times during 2007. All members of the Compensation Committee are independent as defined by the listing standards of the NYSE and Clear Channel’s independence standards.

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

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

          •   assist the Board in ensuring that a proper system of long-term and short-term compensation is in place to provide performance-oriented incentives to management, and that compensation plans are appropriate and competitive and properly reflect the objectives and performance of management and Clear Channel;

          •  review and approve corporate goals and objectives relevant to the compensation of Clear Channel’s Chief Executive Officer and to evaluate the CEO’s performance in light of those goals and objectives, and to determine and approve the CEO’s compensation level based on this evaluation; and

          •  make recommendations to the Board with respect to non-CEO compensation, incentive-compensation plans and equity-based plans.

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

          The Executive Performance Subcommittee of the Compensation Committee has as its principal responsibility to review and advise the Board with respect to performance-based compensation of executive and other corporate officers who are, or who are likely to become, subject to Section 162(m) of the Internal Revenue Code. Section 162(m), which among other things, limits the deductibility of compensation in excess of $1 million paid to a corporation’s chief executive officer and the four other most highly compensated executive officers. The Executive Performance Subcommittee of the Compensation Committee met one time during 2007.

The Nominating and Governance Committee

          The Nominating and Governance Committee is responsible for developing and reviewing background information for candidates for the Board of Directors, including those recommended by shareholders, and makes recommendations to the Board of Directors regarding such candidates as well as committee membership. The Nominating and Governance Committee met one time during 2007. All members of the Nominating and Governance Committee are independent as defined by the listing standards of the NYSE and Clear Channel’s independence standards.

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

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

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

The Audit Committee

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

2007. All members of the Audit Committee are independent as defined by the listing standards of the NYSE and Clear Channel’s independence standards.

SHAREHOLDER AND INTERESTED PARTY COMMUNICATION WITH THE BOARD

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

PROPOSAL 1: ELECTION OF DIRECTORS

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

NOMINEES FOR DIRECTOR

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

          Alan D. Feld, age 71, is the sole shareholder of a professional corporation which is a partner in the law firm of Akin Gump Strauss Hauer & Feld LLP. He has served as a director of Clear Channel since 1984. Mr. Feld also serves on the board of trustees of American Beacon Mutual Funds.

          Perry J. Lewis, age 70, has been a senior managing director of Heartland Industrial Partners, a leveraged buyout firm, since February 2006 and from 2000 to 2001. From 2001 to February 2006, Mr. Lewis was an advisory director of CRT Capital Group LLC, an institutional securities research and brokerage firm, and was a founder and, from 1980 to 2001, partner Morgan, Lewis, Githens & Ahn, an investment banking and leveraged buyout firm. He has served as a director of Clear Channel since August 30, 2000. Mr. Lewis also serves as a director of Superior Essex, Inc. and Springs Global Participacoes S.A., one of the world’s largest manufacturers and suppliers of home furnishings, headquartered in Brazil and listed on the São Paulo Stock Exchange.

          L. Lowry Mays, age 72, is the founder of Clear Channel and currently serves as Chairman of the Board. Prior to October of 2004, he served as Chairman and Chief Executive Officer of Clear Channel and has been a director for the relevant five year period. Mr. Lowry Mays is a director of our publicly traded subsidiary, Clear Channel Outdoor Holdings, Inc. Mr. Lowry Mays is the father of Mark P. Mays and Randall T. Mays, who serve as the Chief Executive Officer, and the President and Chief Financial Officer of Clear Channel, respectively. Mr. Lowry Mays also serves as a director of Live Nation, Inc.

          Mark P. Mays, age 44, was Clear Channel’s President and Chief Operating Officer from February 1997 until his appointment as our President and Chief Executive Officer in October 2004. He relinquished his duties as President in February 2006. Mr. Mark Mays has served as a director since May 1998. Mr. Mark Mays is a director of our publicly traded subsidiary, Clear Channel Outdoor Holdings, Inc. Mr. Mark Mays is the son of L. Lowry Mays, Clear Channel’s Chairman and the brother of Randall T. Mays, Clear Channel’s President and Chief Financial Officer.

          Randall T. Mays, age 42, was appointed Executive Vice President and Chief Financial Officer of Clear Channel in February 1997 and was appointed Secretary in April 2003. He was appointed president in February

2006. He has served as a director since April 1999. Mr. Randall Mays is a director of our publicly traded subsidiary, Clear Channel Outdoor Holdings, Inc. Mr. Randall Mays is the son of L. Lowry Mays, Clear Channel’s Chairman and the brother of Mark P. Mays, Clear Channel’s Chief Executive Officer. Mr. Randall Mays also serves as a director of Live Nation, Inc.

          B. J. McCombs, age 80, is a private investor. He has served as a director of Clear Channel for the relevant five year period.

          Phyllis B. Riggins, age 55, has been a Managing Director of Bluffview Capital, LP since May 2003. Prior thereto, she was a Managing Director and Group Head — Media/Telecommunication of Banc of America Securities (and its predecessors) global corporate and investment banking for the remainder of the relevant five year period. Ms. Riggins has served as a director of Clear Channel since December 2002.

          Theodore H. Strauss, age 83, is the Chairman of the Advisory Board for the Dallas Region of the Texas State Bank, a position he has held since 2005. Prior thereto, he was a Senior Managing Director of Bear, Stearns & Co., Inc., an investment banking firm for the remainder of the relevant five year period. He has served as a director of Clear Channel since 1984.

          J. C. Watts, Jr., age 50, is the Chairman of JC Watts Companies, LLC, a consulting firm. Mr. Watts is a former member of the United States House of Representatives and represented the 4^th District of Oklahoma from 1995 to 2002. He served as the Chairman of the House Republican Conference. He has served as a director of Clear Channel since February 2003. Mr. Watts also serves as a director of Terex Corporation, Dillard’s, Inc. and Burlington Northern Santa Fe Corp.

          John H. Williams, age 74, was a Senior Vice President of First Union Securities, Inc. (formerly known as Everen Securities, Inc.), an investment banking firm, until his retirement in July 1999. He has served as a director of Clear Channel since 1984. Mr. Williams also serves as a director of GAINSCO, Inc.

          John B. Zachry, age 46, has been the Chief Executive Officer of Zachry Construction Corp. since August 2004. Prior to August 2004 he served as President and Chief Operating Officer of Zachry Construction Corp. for the remainder of the relevant five year period. He has served as a director of Clear Channel since his appointment in December 2005.

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

CODE OF BUSINESS CONDUCT AND ETHICS

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER
MATTERS

     The table below sets forth information concerning the beneficial ownership of Clear Channel common stock and Clear Channel Outdoor Holdings, Inc. Class A common stock as of April 18, 2008, for each director currently serving on the Board and each of the nominees for director; each of the named executive officers not listed as a director, the directors and executive officers as a group and each person known to Clear Channel to own beneficially more than 5% of outstanding common stock. At the close of business on April 18, 2008, there were 497,940,612 shares of Clear Channel common stock outstanding. Except as otherwise noted, each shareholder has sole voting and investment power with respect to the shares beneficially owned.

		Title and Class
		Clear Channel								Clear Channel Outdoor
		Communications, Inc.								Holdings, Inc. Class A
		Common Stock								Common Stock
		Amount and								Amount and
		Nature of								Nature of
		Beneficial				Percent				Beneficial				Percent
Name		Ownership				of Class				Ownership				of Class
Alan D. Feld			71,063	(1)			*				—				*
Perry J. Lewis			153,190	(2)			*				—				*
L. Lowry Mays			31,198,629	(3)			6.2	%			—				*
Mark P. Mays			3,047,530	(4)			*				16,667				*
Randall T. Mays			2,588,307	(5)			*				16,667				*
B. J. McCombs			4,826,802	(6)			1.0	%			—				*
Phyllis B. Riggins			21,308	(7)			*				—				*
Theodore H. Strauss			211,009	(8)			*				—				*
J. C. Watts			25,291	(9)			*				—				*
John H. Williams			68,734	(10)			*				—				*
John B. Zachry			11,500	(11)			*				—				*
John Hogan			529,462	(12)			*				—				*
Paul J. Meyer			21,874				*				321,065	(13)			*
Highfields Capital Management LP (14)			38,133,415				7.7	%			n/a
UBS (15)			28,864,257				5.8	%
All Directors and Executive Officers as a Group (16 persons)			42,260,956	(16)			8.4	%			321,065	(17)			*

Proposed Change in Control

          Clear Channel is party to a merger agreement with BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, and CC Media Holdings, Inc. Pursuant to the terms of the merger agreement, BT Triple Crown Merger Co. will be merged with and into Clear Channel, and as a result Clear Channel will continue as the surviving corporation and a wholly owned subsidiary of CC Media Holdings. CC Media Holdings is owned by two private equity funds, Bain Capital Fund IX, L.P. and Thomas H. Lee Equity Fund VI, L.P., which in turn are managed by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. (the “Sponsors”), respectively. On March 26, 2008, Clear Channel issued a press release announcing that it had filed a cause of action for tortious interference against the banks who had committed to finance the debt to be issued in connection with the merger. On March 27, 2008, each of Clear Channel and the Sponsors confirmed that they were ready, willing and able to consummate the merger and that each of the Sponsors was prepared to fund their respective equity commitments. Clear Channel and the Sponsors further confirmed that all of the conditions to the closing of the merger under the merger agreement had been satisfied. The Sponsors informed Clear Channel, however, that they would not be able to consummate the merger at that time due to the failure of the banks to provide the required financing in accordance with the banks’ binding commitments. Clear Channel continues to be ready, willing and able to consummate the merger under the merger agreement, which remains in effect. Clear Channel is unable, however, to estimate a closing date at this time and cautions that a closing may not occur.

Equity Compensation Plans

          The following table summarizes information as of December 31, 2007, relating to Clear Channel’s equity compensation plan pursuant to which grants of options, restricted stock or other rights to acquire shares may be granted from time to time.

Number of securities

remaining available

Number of

Weighted-

for future issuance

securities to be

average exercise

under equity

issued upon exercise

price of

compensation plans

price of outstanding

outstanding

(excluding securities

options, warrants

warrants and

reflected in column

and rights

rights

(a))

Plan category

(a)

(b)

(c)

Equity compensation plans approved by security holders (1)

21,020,291

$

34.4152

38,328,655

Equity compensation plans not approved by security holders

—

—

—

Total (2)

21,020,291

$

34.4152

38,328,655

COMPENSATION COMMITTEE REPORT

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

		Respectfully submitted,
		THE COMPENSATION COMMITTEE
		John B. Zachry — Chairman,
		B. J. McCombs and J. C. Watts

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

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

Overview and Objectives of Clear Channel’s Compensation Program

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

          Overall, Clear Channel has designed its compensation program to:

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

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

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

Compensation Practices

          The Compensation Committee of Clear Channel’s Board (the “Committee”) annually determines total compensation, as well as the individual components of such compensation, of Clear Channel’s named executive officers, except for Paul Meyer, President and Chief Executive Officer of Clear Channel Outdoor Holdings, Inc. (“CCOH”), a publicly traded subsidiary of Clear Channel. Mr. Meyer’s compensation is determined by CCOH’s compensation committee rather than the Committee. Accordingly, any references contained in this Compensation Discussion and Analysis regarding the Committee and any subcommittee thereof making compensation decisions with respect to Clear Channel’s executive officers, excludes Mr. Meyer. For discussion of Mr. Meyer’s compensation, please refer to the “Paul Meyer’s Compensation” section of this Compensation Discussion and Analysis.

          In 2007, the Committee engaged an independent leading national executive compensation consulting firm to develop and provide market pay data (including base salary, bonus, long-term incentive compensation and all other compensation) to better evaluate the appropriateness and competitiveness of overall compensation paid to Clear Channel’s executive officers. Compensation objectives are developed based on market pay data from proxy statements and other sources, when available, of leading media companies identified as key competitors for business and/or executive talent (the “Media Peers”). Individual pay components and total compensation were bench marked against the Media Peers. The Media Peers do not include companies in the Radio Index that is used for comparison purposes in Clear Channel’s stock performance graph due to the fact that these companies comprising the Radio Index are smaller in size and have less diversified business operations than the Media Peers, which the Compensation Committee believes are more comparable to Clear Channel for executive compensation purposes.

          The Media Peers include Belo Corp., CBS Corporation, Comcast Corporation, The Walt Disney Company, Gannett Company, Inc., IAC/InteractiveCorp, Lamar Advertising, News Corporation, Time Warner, Tribune Company, Viacom, Inc. and Yahoo! Inc. The Media Peers were selected by the consulting firm on the basis of criteria that are deemed to be comparable with Clear Channel in terms of market capitalization, total assets, total

revenue, EBITDA, cash flow and number of employees. Following is a table that compares the various criteria of each of the Media Peers with Clear Channel.

Selected FY 2005 Size and Performance Measures

(In millions of dollars)
(Employees in thousands)

		Market
		Value																				Cash
		Equity				Assets				Revenue				EBITDA				OIAD				Flow				Employees
		$				$				$				$				$				$				#
BELO			2,372.8				3,589.2				1,521.2				395.9				300.0				223.6				7,800
CBS CORP			50,608.2				43,029.6				14,536.4				3,238.9				2,740.2				-7,823.1				32,160
COMCAST			56,040.5				103,146.0				22,255.0				7,320.0				3,690.0				4,558.0				80,000
DISNEY			49,456.8				53,158.0				31,944.0				5,446.0				4,107.0				3,908.0				133,000
GANNETT			14,608.3				15,743.4				7,598.9				2,322.4				2,048.1				1,485.6				52,600
IAC/INTERATIVE			9,266.2				13,917.8				5,753.7				762.8				427.1				934.1				28,000
LAMAR ADVERTISING			4,885.7				3,737.1				1,021.7				455.8				165.7				331.9				3,200
NEWS CORP			52,862.7				54,692.0				23,859.0				4,261.0				3,613.0				2,776.0				44,000
TIME WARNER			81,570.4				122,475.0				43,652.0				14,292.0				7,502.0				9,695.0				87,850
TRIBUNE			9,363.6				14,546.2				5,595.6				1,440.0				1,196.2				778.5				22,400
VIACOM		NA					19,115.6				9,609.6				2,727.5				2,468.5				1,562.9				9,500
YAHOO			55,153.3				10,831.8				5,257.7				1,504.9				1,107.7				2,293.4				9,800
Max			81,570.4				122,475.0				43,652.0				14,292.0				7,502.0				9,695.0				133,000
25th Percentile			9,314.9				13,146.3				5,511.1				1,270.7				937.6				666.8				9,725
50th Percentile			49,456.8				17,429.5				8,604.3				2,525.0				2,258.3				1,524.3				30,080
75th Percentile			54,008.0				53,541.5				22,656.0				4,557.3				3,632.3				3,059.0				59,450
Min			2,372.8				3,589.2				1,021.7				395.9				165.7				-7,823.1				3,200
CLEAR CHANNEL COMMUNICATIONS
			16,999.5				18,703.4				6,610.4				2,079.3				1,448.9				1,265.5				31,800
Percent Rank vs. Peers			40.6	%			53.4	%			40.5	%			42.7	%			39.0	%			41.8	%			53.7	%

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

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

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

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

Elements of Compensation

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

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

          Base Salary

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

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

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

          Analysis. Except for Paul Meyer, the minimum base salaries for the executive officers named in the Summary Compensation Table are determined by employment agreements between those officers and Clear Channel. These minimum salaries and the amount of any increase over these minimum salaries are determined by the Committee based on a variety of factors, including:

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

          Mr. Hogan’s base salary was increased by 20% from $625,000 in 2006 to $750,000 in 2007. The Committee reviewed how the amount of Mr. Hogan’s base salary compared to the amounts of base salary paid to similar executives by Media Peers and determined that such an increase in Mr. Hogan’s base salary was appropriate to maintain the competitiveness of his compensation package relative to the Media Peers.

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

          Annual Incentive Bonus

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

          Administration. The Chief Executive Officer, the President and Chief Financial Officer, and the President and Chief Executive Officer of Radio participate in the Clear Channel 2005 Annual Incentive Plan (the “Annual Incentive Plan”). Mr. Meyer participates in the CCOH 2006 Annual Incentive Plan, which is administered by CCOH’s compensation committee. The Annual Incentive Plan is administered by the Subcommittee and provides for performance-based bonuses for executives who were “covered employees” pursuant to Section 162(m) of the Internal Revenue Code. Under the Annual Incentive Plan, the Subcommittee establishes specific company “performance-based goals” applicable to each covered executive officer for the ensuing fiscal year performance period. In 2007, the performance goals for corporate-level executive officers were based on Clear Channel’s year-over-year improvements in financial results using a combination of metrics including earnings per share, free cash flow per share, operating income before depreciation, amortization and non-cash compensation expense, as these measures best reflect the officer’s contribution to outstanding corporate performance. However, the performance goals for the President and Chief Executive Officer of Clear Channel’s Radio division are based on the radio division’s operating income before depreciation, amortization and non-cash compensation expense and other financial measures which best reflect the officer’s contribution to outstanding divisional performance. Performance goals for each executive officer are set pursuant to an extensive annual operating plan developed by the Chief Executive Officer in consultation with the President and Chief Financial Officer and other senior executive officers. The Chief Executive Officer makes recommendations as to the compensation levels and performance goals of Clear Channel’s named executive officers, including his own, to the Subcommittee for its review, consideration and approval.

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

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

•

At the outset of the fiscal year:

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

•

After the end of the fiscal year:

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

          Analysis. The Subcommittee met in February 2008 and measured Clear Channel’s performance against the performance goals established by the Subcommittee for the 2007 fiscal year. Based on those performance results, the Subcommittee determined the amount of preliminary bonus to which Mark Mays, Randall Mays and John Hogan were entitled.

          For 2007, the performance-based goals applicable to the covered executive officers are set forth below:

Mr. Mark Mays’ 2007 performance-based goal consisted of achieving a targeted amount of “Core OIBDAN.” “Core OIBDAN” is defined as operating income before depreciation, amortization, non-cash compensation expense and gain or loss on disposition of assets generated by Clear Channel’s 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. Clear Channel calculates OIBDAN by adjusting net income to exclude non-cash compensation and the following line items presented in Clear Channel’s 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 Mays’ target bonus was set at $6,625,000 if Clear Channel achieved Core OIBDAN in 2007 of approximately $1.8 billion. For 2007, Clear Channel achieved Core OIBDAN of approximately $2.2 billion and Mr. Mark Mays was paid his target bonus of $6,625,000.

          Mr. Randall Mays’ 2007 performance-based goal consisted of achieving a targeted amount of Core OIBDAN. Mr. Randall Mays’ target bonus was set at $6,625,000 if Clear Channel achieved Core OIBDAN in 2007 of approximately $1.8 billion. For 2007, Clear Channel achieved Core OIBDAN of approximately $2.2 billion and Mr. Randall Mays was paid his target bonus of $6,625,000.

          Mr. Hogan’s 2007 performance-based goals consisted of (i) growth in operating income before non-cash compensation expense or OIBN, (ii) growth in operating income before depreciation, amortization non-cash compensation expense and gain or loss on disposition of assets or OIBDAN, and (iii) achievement of the following objectives: (a) development of a strategic audience development plan to increase and maintain overall radio audiences of Clear Channel’s radio stations; (b) development and execution of a plan to increase Clear Channel’s radio revenue; (c) development of additional content distribution points such as the Internet and HD radio; and (d) maintaining the performance of small market radio stations that have been slated for divestiture. Clear Channel calculates OIBN by adjusting net income to exclude non-cash compensation. Mr. Hogan’s aggregate target bonus for 2007 was set at $1,000,000. Mr. Hogan’s total performance-based bonus for 2007 was $157,500. Mr. Hogan’s OIBN and OIBDAN growth performance were both negative resulting in no awards for the OIBN and OIBDAN growth components of his performance-based bonus. However, the Subcommittee did determine that Mr. Hogan had achieved performance of the management objectives and Mr. Hogan was awarded $157,500 for that performance.

          Long-Term Incentive Compensation

          Purpose. The long-term incentive compensation element provides a periodic award (typically annual) that is performance-based. The objective of the program is to align compensation for executive officers over a multi-year period directly with the interests of shareholders of Clear Channel by motivating and rewarding creation and preservation of long-term shareholder value. The level of long-term incentive compensation is determined based on an evaluation of competitive factors in conjunction with total compensation provided to named executive officers and the overall goals of the compensation program described above. As described above, annual incentive bonuses are paid in part in stock options and restricted stock. Additionally, Clear Channel may from time to time grant equity awards to the named executive officers that are not pursuant to pre-determined performance goals. Mr. Hogan was the only named executive officers to receive an equity award in 2007 that was not based upon predetermined performance goals. All of Mr. Meyer’s equity awards were paid in shares of CCOH’s Class A common stock.

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

          Stock option grants to executive officers of Clear Channel are determined based in part on the achievement of the performance goals described previously under the heading “—Compensation Elements - Annual Incentive Bonus.” All decisions to grant stock options are in the sole discretion of the Committee or the Subcommittee, as

applicable. However, the employment agreements with the Chairman, the Chief Executive Officer, and the President and Chief Financial Officer contemplate the award of annual stock option grants to acquire not less than 50,000 shares of Clear Channel common stock.

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

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

          Vesting of Restricted Stock Awards. Restricted stock awards granted as long-term incentive compensation to executive officers generally have scheduled vesting dates over a 4 year period from the date of grant.

          Stock Option and Restricted Stock Grant Timing Practices.

          Regular Annual Stock Option Grant Dates. The regular annual stock option or restricted stock award date for all employees is typically in February. Due to the Company’s pending merger (and anticipated closing), the Company’s annual stock option of restricted stock award date for employees in 2007 was in May. The Committee does not have a formal policy on timing equity awards in connection with the release of material non-public information to affect the value of compensation. Notwithstanding the foregoing, in the event that material non-public information becomes known to the Committee prior to granting equity awards, the Committee will take such information under advisement and make an assessment in its business judgment whether to delay the grant of the equity award in order to avoid any impropriety based on consultation with Clear Channel’s executives and counsel.

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

          Deferral of Performance-Based Stock Option Grants. In 2007, Mr. Mark Mays and Mr. Randall Mays were each eligible to receive stock option grants to purchase up to 318,000 shares of Clear Channel common stock by virtue of their having achieved certain performance-based goals in 2006 under the Annual Incentive Plan. However, both executives agreed to defer these awards pending completion of the merger with a subsidiary of the private equity funds affiliated with Thomas H. Lee Partners, L.P. and Bain Capital Partners, LLC. In the event the merger is terminated, both Mr. Mark Mays and Mr. Randall Mays may receive stock option grants to purchase up to 318,000 shares of Clear Channel common stock.

          Executive Benefits and Perquisites

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

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

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

          Change-in-Control and Severance Arrangements

          See the discussion of change in control and severance arrangements with respect to Messrs. L. Lowry Mays, Mark P. Mays, Randall T. Mays, John Hogan and Paul Meyer under the heading “Potential Post-Employment Payments” on page 29. The Committee evaluates change in control and severance arrangements as one element in its consideration of the overall compensation for executive officers.

Roles and Responsibilities

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

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

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

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

          In 2007, the Committee delegated to the Subcommittee its responsibilities in administrating performance awards under the Annual Incentive Plan in accordance with Section 162(m) of the Internal Revenue Code. These delegated duties included, among other things, setting the performance period, setting the performance goals and certifying the achievement of the predetermined performance goals by each executive officer.

Tax and Accounting Treatment

          Deductibility of Executive Compensation

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

          In reviewing the effectiveness of the executive compensation program, the Committee considers the anticipated tax treatment to Clear Channel and to the Covered Employees of various payments and benefits.

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

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

          Accounting for Stock-Based Compensation

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

Paul Meyer’s Compensation

          Paul Meyer is President and Chief Executive Officer of CCOH. As such, Mr. Meyer’s total compensation, as well as the individual elements of such compensation, is determined by CCOH’s compensation committee and not by Clear Channel’s Compensation Committee or any subcommittee thereof. The analysis of Mr. Meyer’s compensation is set forth in CCOH’s 2008 proxy statement filed with the Securities and Exchange Commission. Clear Channel is not hereby incorporating by reference CCOH’s 2008 proxy statement into this proxy statement and the reference to CCOH’s 2008 proxy statement is provided for informational purposes only.

Corporate Services Agreement

          In connection with CCOH’s Initial Public Offering, Clear Channel and CCOH entered into a corporate services agreement. Under the terms of the agreement, Clear Channel provides, among other things, executive officer services to CCOH. These executive officer services are charged to CCOH based on actual direct costs incurred or allocated by Clear Channel. For 2007, CCOH reimbursed Clear Channel $313,250 and $306,250 of Mr. Mark Mays’ and Mr. Randall Mays’ “salary,” respectively, and $2,318,750 and $2,318,750 of Mr. Mark Mays’ and Mr. Randall Mays’ “Bonus,” respectively, pursuant to the terms of the corporate services agreement. For further information on Messrs. M. Mays’ and R. Mays’ base salary, please refer to the 2007 Summary Compensation Table contained in this proxy statement.

Summary Compensation

          The Summary Compensation table shows certain compensation information for the years ended December 31, 2007 and 2006 for the Principal Executive Officer, Principal Financial Officer and each of the three next most highly compensated executive officers for services rendered in all capacities (hereinafter referred to as the “named executive officers”).

2007 SUMMARY COMPENSATION TABLE

																										Change in
																										Pension Value
																										and
																						Non - Equity				Nonqualified
																						Incentive				Deferred
														Stock				Option				Plan				Compensation				All Other
Name and Principal						Salary				Bonus				Awards (1)				Awards (1)				Compensation				Earnings				Compensation				Total
Position		Year				($)				($)				($)				($)				($)				($)				($)				($)
Mark Mays —			2007				581,750	(3)			—				2,178,583				1,340,407				4,306,250	(3)			—				298,770	(4)			8,705,760
Chief Executive			2006				581,750	(3)			—				1,589,869				2,551,243				4,306,250	(3)			—				282,884	(4)			9,311,996
Officer(2) (PEO)
Randall Mays —			2007				568,750	(5)			—				2,178,583				1,340,407				4,306,250	(5)			—				412,920	(4)			8,806,910
President and			2006				564,417	(5)			—				1,589,869				2,551,243				4,306,250	(5)			—				270,603	(4)			9,282,382
Chief Financial Officer(2) (PFO)
Lowry Mays —			2007				695,000				—				933,147				—				—				—				241,028	(4)			1,869,175
Chairman			2006				695,000				—				752,812				—				3,312,500				—				149,728	(4)			4,910,040
John Hogan —			2007				750,000				—				751,042				434,641				157,500				—				73,125	(6)			2,166,308
President and CEO			2006				622,917				—				584,425				781,596				987,552				—				62,795	(6)			3,039,285
of the Radio
Paul Meyer —			2007				647,115	(7)			1,484,766	(7)			92,652	(7)			—				—				—				27,470	(7)(9)			2,252,003
President and CEO			2006				622,404	(7)			25,000	(8)			92,652	(7)			—				870,000	(7)			—				18,340	(7)(9)			1,628,396
— Clear Channel Outdoor

Employment Agreements with the Named Executive Officers

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

          Messrs. L. Lowry, Mark and Randall Mays

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

          The employment agreements were amended on November 16, 2006 (the “November 2006 Amendments”) to provide that the merger with BT Triple Crown Merger Co. pursuant to that certain Agreement and Plan of Merger between Clear Channel, BT Triple Crown Merger Co., B Triple Crown Finco, LLC, and T Triple Crown Finco, LLC, dated November 16, 2006 or the consummation of any transaction qualifying as a “Superior Proposal” as defined in the merger agreement will not create any rights to any severance payments provided in such agreements and to modify the severance provisions following consummation of the merger.

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

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

          Each of these executive employment agreements provides for severance and change-in-control payments as more fully described under the heading “Potential Post-Employment Payments” on page 29 of this document. The employment agreements also restrict the executive’s business activities that compete with the business of Clear Channel for a period of two years following certain events of termination.

          Mr. Paul Meyer

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

     Mr. Meyer may terminate his employment at any time after the second anniversary of the date of the agreement upon one year’s written notice. CCOH may terminate Mr. Meyer without “Cause” after the second anniversary of the date of the agreement upon one year’s written notice. “Cause” is narrowly defined in the agreement. Mr. Meyer’s employment agreement provides for severance payments as more fully described under the heading “Potential Post-Employment Payments” on page 29 of this document. Mr. Meyer is prohibited by his employment agreement from activities that compete with CCOH. for one year after he leaves CCOH and he is

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

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

          Mr. John Hogan

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

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

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

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

          Mr. Hogan’s employment agreement provides for severance payments as more fully described under the heading “Potential Post-Employment Payments” on page 29 of this document.

Grants of Plan-Based Awards

     The following table sets forth certain information concerning plan-based awards granted to the named executive officers during the year ended December 31, 2007.

2007 GRANTS OF PLAN-BASED AWARDS (1)

																																		All Other
																																		Option
																														All Other				Awards								Grant
																														Stock				Number								Date Fair
						Estimated Possible Payouts												Estimated Future Payouts												Awards:				of				Exercise				Value of
						Under Non-Equity Incentive Plan												Under Equity Incentive												Number				Securities				or Base				Stock
						Awards												Plan Awards												of Shares				Under-				Price of				and
						Thres-												Thres-								Maxi-				of Stock				lying				Option				Option
						hold				Target				Maximum				hold				Target				mum				or Units				Options				Awards				Awards
Name		Grant Date				($)				($)				($)				(#)				(#)				(#)				(#)				(#)				($/Sh)				($)
Mark Mays (3)			2/22/07	(2)			0				6,625,000				6,625,000				—				—				—				—				—				—				—
Randall Mays (5)			2/22/07	(4)			0				6,625,000				6,625,000				—				—				—				—				—				—				—
Lowry Mays			—				—				—				—				—				—				—				—				—				—				—
John Hogan(12)			2/22/07	(6)			0				425,000				1,062,500				—				—				—				—				—				—				—
			2/22/07	(7)			0				425,000				1,062,500				—				—				—				—				—				—				—
			2/22/07	(8)			0				37,500				93,750				—				—				—				—				—				—				—
			2/22/07	(9)			0				37,500				93,750				—				—				—				—				—				—				—
			2/22/07	(10)			0				37,500				93,750				—				—				—				—				—				—				—
			2/22/07	(11)			0				37,500				93,750				—				—				—				—				—				—				—
Paul Meyer(13)			—				—				—				—				—				—				—				—				—				—				—

REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

Outstanding Equity Awards at Fiscal Year End

          The following table sets forth certain information concerning outstanding equity awards of the named executive officers at December 31, 2007.

2007 OUTSTANDING EQUITY AWARDS

		Option Awards																				Stock Awards
																																		Equity
																																		Incentive Plan
										Equity																								Awards:
										Incentive																				Equity Incentive				Market or
		Number of				Number of				Plan Awards:																				Plan Awards:				Payout Value
		Securities				Securities				Number of												Number of				Market Value				Number of				of Unearned
		Underlying				Underlying				Securities												Shares or				of Shares or				Unearned				Shares, Units
		Unexercised				Unexercised				Underlying												Units of				Units of				Shares, Units or				or Other
		Options				Options				Unexercised				Option				Option				Stock That				Stock That				Other Rights				Rights That
		(#)				(#)				Unearned				Exercise				Expiration				Have Not				Have Not				That Have Not				Have Not
Name		Exercisable				Unexercisable				Options (#)				Price ($)				Date				Vested (#)				Vested ($)				Vested (#)				Vested ($)
Mark Mays			156,671	(1)			—				—				42.63				2/19/09				—				—				—				—
(PEO)			78,335	(2)			—				—				63.79				2/28/10				—				—				—				—
			261,118	(3)			—				—				55.54				2/12/11				—				—				—				—
			261,119	(4)			—				—				44.31				12/14/11				—				—				—				—
			—				235,006	(5)			—				35.06				2/19/13				—				—				—				—
			—				217,684	(6)			—				30.31				1/12/15				—				—				—				—
			—				47,001	(7)			—				32.88				2/16/15				—				—				—				—
			—				—				—				—				—				340,000				11,736,800				—				—
Randall Mays			156,671	(1)			—				—				42.63				2/19/09				—				—				—				—
(PFO)			78,335	(2)			—				—				63.79				2/28/10				—				—				—				—
			261,118	(3)			—				—				55.54				2/12/11				—				—				—				—
			261,119	(4)			—				—				44.31				12/14/11				—				—				—				—
			—				235,006	(5)			—				35.06				2/19/13				—				—				—				—
			—				217,684	(6)			—				30.31				1/12/15				—				—				—				—
			—				47,001	(7)			—				32.88				2/16/15				—				—				—				—
			—				—				—				—				—				340,000				11,736,800				—				—
Lowry Mays			417,790	(8)			—				—				40.21				2/9/08				—				—				—				—
			391,678	(9)			—				—				55.71				2/12/09				—				—				—				—
			391,678	(10)			—				—				63.79				2/28/10				—				—				—				—
			391,678	(11)			—				—				55.54				2/12/11				—				—				—				—
			391,678	(12)			—				—				44.31				12/14/11				—				—				—				—
			235,007	(13)			—				—				35.06				2/19/13				—				—				—				—
			156,671	(14)			—				—				42.63				2/19/14				—				—				—				—
			217,685	(15)			—				—				30.31				1/12/15				—				—				—				—
			47,001	(16)			—				—				32.88				2/16/15				—				—				—				—
			250,000	(17)			—				—				31.72				12/22/15				—				—				—				—
			—				—				—				—				—				137,000				4,729,240				—				—
John Hogan			26,111	(18)			—								55.54				2/12/08				—				—				—				—
			52,223	(19)			—								44.31				12/14/08				—				—				—				—
			141,004	(1)			—								42.63				2/19/09				—				—				—				—
			44,390	(20)			44,390	(21)							35.06				2/19/10				—				—				—				—
			31,334	(22)			—								53.62				7/25/11				—				—				—				—
			51,829	(23)			—								26.14				7/30/12				—				—				—				—
			—				103,659	(24)							30.31				1/12/12				—				—				—				—
			—				—				—				—				—				105,000				3,624,600				—				—
Paul Meyer			—				—				—				—				—				12,000				414,240				—				—

Option Exercises and Stock Vested

          The following table sets forth certain information concerning option exercises by and stock vesting for the named executive officers during the year ended December 31, and 2007.

2007 OPTION EXERCISES AND STOCK VESTED

		Option Awards								Stock Awards
		Number of Shares				Value Realized on				Number of Shares				Value Realized on
		Acquired on Exercise				Exercise				Acquired on Vesting				Vesting
Name		(#)				($)				(#)				($)
Mark Mays (PEO)			—				—				—				—
Randall Mays (PFO)			—				—				—				—
Lowry Mays			103,659				1,829,301				—				—
Paul Meyer			—				—				—				—
John Hogan			—				—				—				—