169 clearchanne

<SUBMISSION>
<TYPE> 8-K
<DOCUMENT-COUNT> 4
<LIVE>
<FILER-CIK> 0000739708
<FILER-CCC> ########
<CONTACT-NAME> Edgar Filing Group
<CONTACT-PHONE-NUMBER> 214-651-1001 ex 5300
<SROS> NYSE
<PERIOD> 01-12-2005
<NOTIFY-INTERNET> williamarmstrong@clearchannel.com
<ITEMS> 8.01
<ITEMS> 9.01

<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): 01/12/2005
CLEAR CHANNEL COMMUNICATIONS INC
(Exact Name of Registrant as Specified in its Charter)
Commission File Number: 001-09645
TX 74-1787539
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
200 E. Basse
San Antonio, TX 78209
(Address of Principal Executive Offices, Including Zip Code)
210-822-2828
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act(17CFR240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act(17CFR240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act(17CFR240.13e-4(c))

<PAGE> 2
Items to be Included in this Report
Item 8.01. Other Events
The purpose of this report is to permit the registrant to file herewith
those exhibits listed in Item 9.01 below.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
10.1 Form Of Clear Channel Communications, Inc. 2001 Stock Incentive Plan Stock
Option Agreement For A Stock Option With A Ten Year Term.
Option Agreement For A Stock Option With A Seven Year Term.
10.3 Form Of Amended And Restated Clear Channel Communications, Inc. 2001 Stock
Incentive Plan Restricted Stock Award Agreement.
Signature(s)
Pursuant to the Requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
Undersigned hereunto duly authorized.
CLEAR CHANNEL COMMUNICATIONS, INC.
Date: January 18, 2005 By: /s/ HERBERT W. HILL JR.
-------------------------------------
Herbert W. Hill, Jr.
Sr. Vice President/Chief Accounting
Officer

<PAGE> 3
INDEX TO EXHIBITS
Option Agreement For A Stock Option With A Ten Year Term.
Option Agreement For A Stock Option With A Seven Year Term.
10.3 Form Of Amended And Restated Clear Channel Communications, Inc. 2001 Stock
Incentive Plan Restricted Stock Award Agreement.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE> EX-10.1
<FILENAME> d21793exv10w1.txt
<DESCRIPTION> Form of 2001 Stock Incentive Plan Stock Option Agreement For A Stock Option With
<TEXT>

<PAGE> 1

EXHIBIT 10.1 FORM OF CLEAR CHANNEL COMMUNICATIONS, INC. 2001
STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT FOR A
STOCK OPTION WITH A TEN YEAR TERM
NOTICE OF GRANT OF STOCK OPTIONS CLEAR CHANNEL COMMUNICATIONS, INC.
AND OPTION AGREEMENT ID: 74-1787539
200 East Basse
Name:
Address:
Effective [grant date], you have been granted a Stock Option to purchase
[quantity] shares (the ‘Option’) of Clear Channel Communication, Inc. (the
Company) stock as outlined below.
Granted To: [name and ID number]
Options Granted: [quantity]
Options Price per Share [market price] Total Cost to Exercise: [value]
Expiration Date: [10 years from grant date]
Vesting Schedule: [5 years from grant date]

By your signature and the Company’s signature below, you and the Company agree
that these options are granted under and governed by the terms and conditions of
the Company’s Stock Option Plan as amended and the Option Agreement, all of
which are attached and made a part of this document.
_______________________________________ ______________
Clear Channel Communications, Inc. Date
_______________________________________ ______________
[name] Date
Note: If there are any discrepancies in the name or address shown above,
please make the appropriate corrections on this form.

<PAGE> 2
AMENDED AND RESTATED CLEAR CHANNEL COMMUNICATIONS, INC. 2001
STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (quot;Agreementquot;) is granted on the date (the
quot;DATE OF GRANTquot;) set forth on the attached Notice of Grant of Stock Options (the
quot;NOTICEquot;) by Clear Channel Communications, Inc., a Texas corporation (the
quot;COMPANYquot;) to the person named on the Notice (the quot;OPTIONEEquot;), who is an
employee or officer of the Company or one of its subsidiaries or who is
otherwise qualified to receive an Option (as defined below) under the Plan (as
defined below).
WHEREAS, the Board of Directors of the Company (the quot;BOARDquot;) adopted, with
subsequent stockholder approval, the Clear Channel Communications, Inc. 2001
Stock Incentive Plan, as may be amended from time to time (the quot;PLANquot;).
WHEREAS, the Plan provides for the granting of stock options by a
committee to be appointed by the Board (the quot;COMMITTEEquot;) to directors, officers,
key employees of the Company or any subsidiary of the Company and to persons who
provide consulting or other services to the Company deemed by the Committee to
be of substantial value to the Company to purchase, or to exercise certain
rights with respect to, shares of the common stock of the Company, par value
$.10 per share (the quot;COMMON STOCKquot;), in accordance with the terms and provisions
thereof.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. Grant of Option.
Subject to the terms and conditions set forth herein and in the Plan, the
terms of which are attached as Exhibit A, the Company hereby grants to the
Optionee, during the period commencing on the Date of Grant and ending on the
Expiration Date (as provided in the Notice), the right and option (the right to
purchase any one share of Common Stock hereunder being an quot;OPTIONquot;) to purchase
from the Company, at a price per share set forth in the Notice (the quot;OPTION
PRICEquot;), such number of shares of Common Stock as set forth in the Notice (the
quot;OPTION SHARESquot;).
2. Limitation on Exercise of Option.
Subject to the terms and conditions set forth herein and the Plan, the
Optionee will be vested at such time(s) provided for in the Notice; provided,
that, Optionee is then employed by the Company (or, in the case of non-employee
Optionee’s, are still providing services to the Company), except as otherwise
provided in Section 7 of this Agreement.
3. Method of Exercise.
(a) During the term of this Option, the Optionee may exercise this Option,
from time to time, to the extent then exercisable, by contacting the Company’s
outside Plan administrator (the quot;ADMINISTRATORquot;) and following the procedures
established by the Administrator. The exercise price of the Option may be paid
by (a) cash or certified or bank check, (b) surrender of

<PAGE> 3
common stock held by the Optionee for at least six (6) months prior to exercise
(or such longer or shorter period as may be required to avoid a charge to
earnings for financial accounting purposes) or the attestation of ownership of
such shares if so permitted by the Company, (c) if established by the Company,
through a quot;same day salequot; commitment from Optionee and a broker-dealer selected
by the Company that is a member of the National Association of Securities
Dealers (an quot;NASD DEALERquot;) whereby the Optionee irrevocably elects to exercise
the Option and to sell a portion of the shares so purchased sufficient to pay
for the total exercise price and whereby the NASD Dealer irrevocably commits
upon receipt of such shares to forward the total exercise price directly to the
Company, (d) through additional methods prescribed by the Committee, including,
without limitation, loans, installment payments and/or guarantees, all under
such terms and conditions as deemed appropriate by the Committee in its
discretion, or (e) by any combination of the foregoing, and, in all instances,
to the extent permitted by applicable law.
(b) At the time of exercise, the Optionee shall pay to the Administrator
(or at the option of the Company, to the Company) such amount as the Company
deems necessary to satisfy its obligation to withhold federal, state or local
income or other taxes incurred by reason of the exercise of Options granted
hereunder. The Optionee may elect to pay to the Administrator (or at the option
of the Company, to the Company) an amount equal to the amount of the taxes which
the Company shall be required to withhold by delivering to the Administrator (or
at the option of the Company, to the Company), cash, a check or at the sole
discretion of the Company, shares of Common Stock having a Fair Market Value
equal to the amount of the withholding tax obligation as determined by the
Company.
4. Issuance of Shares.
Except as otherwise provided in the Plan, as promptly as practical after
receipt of notification of exercise and full payment of the Option Price and any
required income tax withholding, the Company shall issue or transfer to the
Optionee the number of Option Shares with respect to which Options have been so
exercised, and shall deliver to the Optionee or have deposited in the Optionee’s
brokerage account with the Administrator a certificate or certificates therefor,
registered in the Optionee’s name.
5. Company; Optionee.
(a) The term quot;COMPANYquot; as used in this Agreement with reference to
employment shall include the Company and its subsidiaries, as appropriate.
(b) Whenever the word quot;OPTIONEEquot; is used in any provision of this
Agreement under circumstances where the provision should logically be construed
to apply to the beneficiaries, the executors, the administrators, or the person
or persons to whom the Options may be transferred by will or by the laws of
descent and distribution, the word quot;OPTIONEEquot; shall be deemed to include such
person or persons.
6. Limitation on Exercise.
No fractional shares may be purchased hereunder.

<PAGE> 4
7. Termination of Employment. Any Options held by the Optionee upon termination
of employment or service shall remain exercisable as follows:
(a) If the Optionee’s termination of employment or service is due to
death, all unvested Options shall automatically vest and become immediately
exercisable in full and all Options shall be exercisable by the Optionee’s
designated beneficiary, or, if none, the person(s) to whom such Optionee’s
rights under the Option are transferred by will or the laws of descent and
distribution for 1 year following such termination of employment (but in no
event beyond the term of the Option), and shall thereafter terminate.
(b) If the Optionee’s termination of employment or service is due to
Disability, the Optionee shall be treated, for purposes of this Agreement only,
as if his/her employment or service continued with the Company for the lesser of
(i) five years or (ii) the remaining term of the Option and the Option will
continue to vest and remain exercisable during such period (the quot;DISABILITY
VESTING PERIODquot;). Upon expiration of the Disability Vesting Period, all
outstanding Options shall automatically terminate; provided, that, if the
Optionee should die during such period, all unvested Options shall automatically
vest and become immediately exercisable in full and all Options shall be
exercisable by the Optionee’s designated beneficiary, or, if none, the person(s)
to whom such Optionee’s rights under the Option are transferred by will or the
laws of descent and distribution for 1 year following such death (but in no
event beyond the term of the Option), and shall thereafter terminate.
(c) If the Optionee’s termination of employment or service is due to
Retirement (as defined herein), the Optionee shall be treated, for purposes of
this Agreement only, as if his/her employment or service continued with the
Company for the lesser of (i) five years or (ii) the remaining term of the
Option and the Option will continue to vest and remain exercisable during such
period (the quot;RETIREMENT VESTING PERIODquot;). Upon expiration of the Retirement
Vesting Period, all outstanding Options shall automatically terminate; provided,
that, if the Optionee should die during such period, all unvested Options shall
automatically vest and become immediately exercisable in full and all Options
shall be exercisable by the Optionee’s designated beneficiary, or, if none, the
person(s) to whom such Optionee’s rights under the Option are transferred by
will or the laws of descent and distribution for 1 year following such death
(but in no event beyond the term of the Option), and shall thereafter terminate.
For purposes of this section, quot;RETIREMENTquot; shall mean shall mean the Optionee’s
resignation from the Company on or after the date on which the sum of his/her
(i) full years of age (measured as of his/her last birthday preceding the date
of termination of employment or service) and (ii) full years of service with the
Company measured from his/her date of hire (or re-hire, if later), is equal at
least seventy (70); provided, that, the Optionee must have attained at least the
age of sixty (60) AND completed at least five (5) full years of service with the
Company prior to the date of his/her resignation. Any disputes relating to
whether the Optionee is eligible for Retirement under this Agreement, including,
without limitation, his years’ of service, shall be settled by the Committee in
its sole discretion.
(d) If the Optionee’s termination of employment or service is for Cause,
the Option shall terminate upon such termination of employment or service,
regardless of whether the Option was then exercisable.

<PAGE> 5
(e) If the Optionee’s termination of employment or service is for any
other reason, all unvested Options shall terminate on the date of termination
and all Options (to the extent exercisable as of the date of termination) shall
be exercisable for a period of three-months following such termination of
employment or service (but in no event beyond the term of the Option), and shall
thereafter terminate. The Optionee’s status as an employee shall not be
considered terminated in the case of a leave of absence agreed to in writing by
the Company (including, but not limited to, military and sick leave); provided,
that, such leave is for a period of not more than three-months or re-employment
upon expiration of such leave is guaranteed by contract or statute.
(f) Notwithstanding any other provision of this Agreement or the Plan to
the contrary, including, without limitation, Sections 7(b) and 7(c) of this
Agreement:
(i) If it is determined by the Committee that prior to the date
that all Options are vested (whether or not during the
Disability Vesting Period or the Retirement Vesting Period),
the Optionee engaged (or is engaging in) any activity that is
harmful to the business or reputation of the Company (or any
Parent or Subsidiary), including, without limitation, any
quot;COMPETITIVE ACTIVITYquot; (as defined below) or conduct
prejudicial to or in conflict with the Company (or any Parent
or Subsidiary) or any material breach of a contractual
obligation to the Company (or any Parent or Subsidiary)
(collectively, quot;PROHIBITED ACTSquot;), then, upon such
determination by the Committee, all outstanding Options
granted to the Optionee under this Agreement shall be
cancelled and cease to be exercisable (whether or not then
vested).
(ii) If it is determined by the Committee that the Optionee engaged
(or is engaging in) any Prohibited Act where such Prohibited
Act occurred or is occurring within the one (1) year period
immediately following the exercise of any Option granted under
this Agreement, the Optionee agrees that he/she will repay to
the Company any gain realized on the exercise of such Option
(such gain to be valued as of the relevant exercise date(s)).
Such repayment obligation will be effective as of the date
specified by the Committee. Any repayment obligation must be
satisfied in cash or, if permitted in the sole discretion of
the Committee, in shares of Common Stock having a Fair Market
Value equal the gain realized upon exercise of the Option. The
Company is specifically authorized to off-set and deduct from
any other payments, if any, including, without limitation,
wages, salary or bonus, that it may own the Optionee to secure
the repayment obligations herein contained.
The determination of whether the Optionee has engaged in a Prohibited Act shall
be determined by the Committee in good faith and in its sole discretion. The
provisions of Section 7(f) shall have no effect following a Change in Control.
For purposes of this Agreement, the term quot;COMPETITIVE ACTIVITYquot; shall mean the
Optionee, without the prior written permission of the Committee, any where in
the world where the Company (or any Parent or Subsidiary) engages in business,
directly or indirectly, (i) entering into the employ of or rendering any
services to any

<PAGE> 6
person, entity or organization engaged in a business which is directly or
indirectly related to the businesses of the Company or any Parent or Subsidiary
(quot;COMPETITIVE BUSINESSquot;) or (ii) becoming associated with or interested in any
Competitive Business as an individual, partner, shareholder, creditor, director,
officer, principal, agent, employee, trustee, consultant, advisor or in any
other relationship or capacity other than ownership of passive investments not
exceeding 1% of the vote or value of such Competitive Business.
8. Certain Adjustments.
(a) In the event of any Change in Capitalization and/or any dividend or
other distribution (whether in the form of cash, Common Stock, other securities,
or other property), recapitalization, reclassification, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, liquidation, dissolution, or sale, transfer, exchange
or other disposition of all or substantially all of the assets or stock of the
Company, or exchange of Common Stock or other securities of the Company,
issuance of warrants or other rights to purchase Common Stock or other
securities of the Company, or other similar corporate transaction or event (an
quot;EVENTquot;), and in the Committee’s opinion, such event affects the Common Stock
such that an adjustment is determined by the Committee to be appropriate in
order to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Option, then the Committee shall, in
such manner as it may deem equitable, including, without limitation, adjust any
or all of the following: (i) the number and kind of shares of Common Stock (or
other securities or property) with respect to which the Option was granted and
(ii) the Option Price with respect to the Option. If, by reason of an Event, the
Optionee shall be entitled to exercise the Option with respect to, new,
additional or different shares of stock or securities, such new, additional or
different shares shall thereupon be subject to all of the conditions,
restrictions and performance criteria which were applicable to the shares
subject to the Option prior to such Event. The Committee determination under
this Section 8(a) shall be final, binding and conclusive.
(b) Upon the occurrence of an Event (or any other transaction or corporate
event deemed appropriate by the Committee) in which outstanding Options are not
to be assumed or otherwise continued following such an Event (or any other
transaction or corporate event deemed appropriate by the Committee), the
Committee may, in its discretion, (i) terminate the Option without the
Optionee’s consent and provide for the purchase of any such Option for an amount
of cash equal to the product of (A) and (B), where (A) is equal to the number of
Option Shares subject to such outstanding Option and (B) is equal to the
difference between (1) the Fair Market Value of one share of Common Stock
immediately prior to such Event and (2) the Option Price per share of the Option
and/or (ii) provide that such Option shall be exercisable (whether or not
vested) as to all shares covered thereby for at least thirty (30) days prior to
such Event (or any other transaction or corporate event deemed appropriate by
the Committee) or such longer or shorter period as the Committee may determine
is appropriate.
(c) Upon the occurrence of a Change in Control, all outstanding unvested
Options granted hereunder shall become immediately vested and exercisable in
full.

<PAGE> 7
9. No Rights of Stockholders.
Neither the Optionee nor any personal representative shall be, or shall
have any of the rights and privileges of, a stockholder of the Company with
respect to any shares of Common Stock purchasable or issuable upon the exercise
of the Option, in whole or in part, prior to the date of exercise of the Option
and no adjustment (other than as provided in Section 8) shall be made for
dividends or distributions or other rights in respect of such Option Shares for
which the record date is prior to the date upon which he shall become the holder
of record thereof.
10. Non-Transferability of Option.
The Option is not transferable by a Optionee except by will or the laws of
descent and distribution or to a beneficiary in the event of the Optionee’s
death, and, if exercisable, shall be exercisable during the lifetime of a
Optionee only by the Optionee or his guardian or legal representative. Following
transfer, the Option shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer. The events of
termination of employment set forth in Section 7 hereof shall continue to be
applied with respect to the original Optionee, following which the Option shall
be exercisable by the transferee only to the extent and for the periods
specified in the Plan. The Option may not be pledged, mortgaged, hypothecated or
otherwise encumbered, and shall not be subject to the claims of creditors.
11. Employment Not Affected.
Neither the granting of the Option nor its exercise shall be construed as
granting to the Optionee any right with respect to continuance of employment of
the Company. Except as may otherwise be limited by a written agreement between
the Company and the Optionee, the right of the Company to terminate at will the
Optionee’s employment with it at any time (whether by dismissal, discharge,
retirement or otherwise) is specifically reserved by the Company and
acknowledged by the Optionee.
12. Amendment of Option.
The Option may be amended by the Board or the Committee at any time (i) if
the Board or the Committee determines, in its sole discretion, that amendment is
necessary or advisable to conform to any changes in the law which occur after
the Date of Grant and by its terms applies to the Option; or (ii) which the
Board may deem to be in the best interests of the Company, provided that no
amendment shall impair or negate any of the rights or obligations under this
Agreement, without the consent of the Optionee (except as otherwise provided in
Section 8 of this Agreement.
13. Restrictions on Transfer.
The Optionee agrees, by acceptance of this Option, that, upon issuance of
any shares hereunder, that, unless such shares are then registered under
applicable federal and state securities laws, (i) acquisition of such shares
will be for investment and not with a view to the distribution thereof, and (ii)
the Company may require an investment letter from the Optionee in such form as
may be recommended by Company counsel. The Company shall in no event be obliged
to register any securities pursuant to the Securities Act of 1933 (as now in
effect or as hereafter amended) or

<PAGE> 8
to take any other affirmative action in order to cause the exercise of the
Options or the issuance or transfer of shares pursuant thereto to comply with
any law or regulation of any governmental authority.
14. Notice.
Any notice to the Company provided for in this Agreement shall be
addressed to it in care of its Secretary at its executive offices at Clear
Channel Communications, Inc., 200 East Basse Road, San Antonio, Texas
78209-8328, and any notice to the Optionee shall be addressed to the Optionee at
the current address shown on the payroll records of the Company. Any notice
shall be deemed to be duly given if and when properly addressed and posted by
registered or certified mail, postage prepaid.
15. Incorporation of Plan by Reference.
The Option is granted pursuant to the terms of the Plan, the terms of
which are incorporated herein by reference, and the Option shall in all respects
be interpreted in accordance with the Plan. The Committee shall interpret and
construe the Plan and this Agreement, and its interpretations and determinations
shall interpret and construe the Plan and this Agreement, and its
interpretations and determinations shall be conclusive and binding on the
parties hereto and any other person claiming an interest hereunder, with respect
to any issue arising hereunder or thereunder. In the event of a conflict or
inconsistency between the terms and provisions of the Plan and the provisions of
this Agreement, the Plan shall govern and control. All capitalized terms not
defined herein shall have the meaning ascribed to them as set forth in the Plan.
16. Governing Law.
The validity, construction, interpretation and effect of this Agreement
shall exclusively be governed by and determined in accordance with the law of
the State of Texas without regard to its conflict of law principles, except to
the extent preempted by federal law.
17. Binding Effect.
Subject to Section 10 hereof, this Agreement shall be binding upon the
heirs, executors, administrators and successors of the parties hereto.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE> EX-10.2
<DESCRIPTION> Form of 2001 Stock Incentive Plan Stock Option Agreement For A Stock Option With
<TEXT>

<PAGE> 1

EXHIBIT 10.2 FORM OF CLEAR CHANNEL COMMUNICATIONS, INC. 2001
STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT FOR A
STOCK OPTION WITH A SEVEN YEAR TERM
NOTICE OF GRANT OF STOCK OPTIONS CLEAR CHANNEL COMMUNICATIONS, INC.
AND OPTION AGREEMENT ID: 74-1787539
200 East Basse
Name:
Address:
Effective [grant date], you have been granted a Stock Option to purchase
[quantity] shares (the ’Option’) of Clear Channel Communication, Inc. (the
Company) stock as outlined below.
Granted To: [name and ID number]
Options Granted: [quantity]
Options Price per Share [market price] Total Cost to Exercise: [value]
Expiration Date: [7 years from grant date]
Vesting Schedule: [25% 3 years from grant date; 25% 4
years from grant date; and remaining
50% 5 years from grant date]
By your signature and the Company’s signature below, you and the Company agree
that these options are granted under and governed by the terms and conditions of
the Company’s Stock Option Plan as amended and the Option Agreement, all of
which are attached and made a part of this document.
________________________________________ _____________
Clear Channel Communications, Inc. Date
________________________________________ _____________
[name] Date
Note: If there are any discrepancies in the name or address shown above,
please make the appropriate corrections on this form.

<DOCUMENT>
<TYPE> EX-10.3
<DESCRIPTION> Form of Amended/Restated 2001 Stock Incentive Plan Restricted Stock Award Agreem
<TEXT>

<PAGE> 1

EXHIBIT 10.3 FORM OF AMENDED AND RESTATED CLEAR CHANNEL
COMMUNICATIONS, INC. 2001 STOCK INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
This Restricted Stock Award Agreement (the quot;AGREEMENTquot;), made as of the
[grant date](the quot;GRANT DATEquot;) by and between Clear Channel
Communications, Inc., a Texas corporation (the quot;COMPANYquot;), and [name] (the
quot;GRANTEEquot;), evidences the grant by the Company of a stock award of restricted
Shares (the quot;AWARDquot;) to the Grantee on such date and the Grantee’s acceptance of
the Award in accordance with the provisions of the Amended and Restated Clear
Channel Communications, Inc. 2001 Stock Incentive Plan (the quot;PLANquot;). The Company
and the Grantee agree as follows:
1. BASIS FOR AWARD. This Award is made under the Plan pursuant to Section
10 thereof for service rendered (or to be rendered) to the Company by the
Grantee, subject to all of the terms and conditions of this Agreement,
including, without limitation, Section 4(b) hereof.
2. STOCK AWARDED.
(a) The Company hereby awards to the Grantee, in the aggregate,
[quantity] shares of Restricted Stock which shall be subject to the restrictions
and conditions set forth in the Plan and in this Agreement.
(b) Shares of Restricted Stock shall be evidenced by book-entry
registration with the Company’s transfer agent, subject to such stop-transfer
orders and other terms deemed appropriate by the Committee to reflect the
restrictions applicable to such Award. Notwithstanding the foregoing, if any
certificate is issued in respect of shares of Restricted Stock at the sole
discretion of the Committee, such certificate shall be registered in the name of
Grantee and shall bear an appropriate legend referring to the terms, conditions,
and restrictions applicable to such award, substantially in the following form:
quot;THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCK
REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS
(INCLUDING FORFEITURE) CONTAINED IN THE RESTRICTED STOCK AWARD
AGREEMENT DATED AS OF [GRANT DATE], ENTERED INTO BETWEEN THE
REGISTERED OWNER AND CLEAR CHANNEL COMMUNICATIONS, INC.quot;
If a certificate is issued with respect to the Restricted Stock, the Committee
may require that the certificate evidencing such shares be held in custody by
the Company until the restrictions thereon shall have lapsed and that the
participant shall have delivered a stock power, endorsed in blank, relating to
the Shares covered by such Award. At the expiration of the restrictions, the
Company shall instruct the transfer agent to release the shares from the
restrictions applicable to such Award, subject to the terms of the Plan and
applicable law or, in the event that a certificate has been issued, redeliver to
the Grantee (or his legal representative, beneficiary or heir) share
certificates for the Shares deposited with it without any legend except as
otherwise provided by the Plan, this Agreement or applicable law. During the

<PAGE> 2
period that the Grantee holds the shares of Restricted Stock, the Grantee shall
have the right to receive dividends on and to vote the Restricted Stock while it
is subject to restriction, except as otherwise provided by the Plan. If the
Award is forfeited in whole or in part, the Grantee will assign, transfer, and
deliver any evidence of the shares of Restricted Stock to the Company and
cooperate with the Company to reflect such forfeiture. By accepting the Award,
the Grantee acknowledges that the Company does not have an adequate remedy in
damages for the breach by the Grantee of the conditions and covenants set forth
in this Agreement and agrees that the Company is entitled to and may obtain an
order or a decree of specific performance against the Grantee issued by any
court having jurisdiction.
(c) Except as provided in the Plan or this Agreement, the
restrictions on the Restricted Stock are that prior to vesting as provided in
Sections 3 and 4(a) of this Agreement, the shares may not be sold, assigned,
transferred, hypothecated, pledged or otherwise alienated (collectively a
quot;TRANSFERquot;) by the Grantee without the written consent of the Committee and any
such Transfer or attempted Transfer, whether voluntary or involuntary, and if
involuntary whether by process of law in any civil or criminal suit, action or
proceeding, whether in the nature of an insolvency or bankruptcy proceeding or
otherwise, shall be void and of no effect.
3. VESTING. Except as otherwise provided in this Agreement, the
restrictions described in Section 2 of this Agreement will lapse with respect to
25% of the Restricted Stock on the third anniversary of the Grant Date and as to
an additional 25% of the Restricted Stock on the fourth anniversary of the Grant
Date and as to an additional 50% of the Restricted Stock on the fifth
anniversary of the Grant Date (each a quot;VESTING DATEquot;); provided, that, the
Grantee is still employed or performing services for the Company (or any Parent
or Subsidiary) on each such Vesting Date. In the event of the Grantee’s
termination of employment or service prior to the date that all of the
Restricted Stock is vested, except as otherwise provided in this Agreement, all
Restricted Stock still subject to restriction shall be forfeited.
(a) If the Grantee’s termination of employment or service is due to
death and such death occurs prior to the date that all of the Restricted Stock
is vested, all restrictions will lapse with respect to 100% of the Restricted
Stock still subject to restriction on the date of death.
(b) If a Grantee’s termination of employment or service is due to
Disability or Retirement (as defined herein) and such Disability or Retirement,
as the case may be, occurs prior to the date that all of the Restricted Stock is
vested, the Grantee shall be treated, for purposes of this Agreement only, as if
his/her employment or service continued with the Company until the date that all
restrictions on the Restricted Stock have lapsed (the quot;EXTENSION PERIODquot;) and
such Restricted Stock will vest in accordance with the schedule set forth
herein; provided, that, if the Grantee dies during the Extension Period and the
Restricted Stock has not been forfeited in accordance with Section 4(b), all
restrictions will lapse with respect to 100% of the Restricted Stock still
subject to restriction on the date of death. quot;RETIREMENTquot; shall mean a Grantee’s
resignation from the Company on or after the date on which the sum of his/her
(i) full years of age (measured as of his/her last birthday preceding the date
of termination of employment or service) and (ii) full years of service with the
Company (or any Parent or Subsidiary) measured from his date of hire (or
re-hire, if later), is equal at least seventy (70); provided, that, the Grantee
must have attained at least the age of sixty (60) AND completed at least five
(5) full years of service with the Company (or any Parent or Subsidiary) prior
to the date of his/her resignation. Any disputes relating to whether the Grantee
is eligible for Retirement under this Agreement, including, without limitation,
his years’ of service, shall be settled by the Committee in its sole discretion.

<PAGE> 3
(c) If the Grantee’s termination of employment or service is for any
other reason and such termination occurs prior to the date that all of the
Restricted Stock is vested, the Restricted Stock still subject to restriction
shall automatically be forfeited upon such cessation of employment or services.
4. SPECIAL RULES.
(a) CHANGE IN CONTROL. In the event of a Change in Control, the
restrictions described in Sections 2 and 3 of this Agreement will lapse with
respect to 100% of the Restricted Stock still subject to restriction.
(b) FORFEITURE.
1. Notwithstanding the provisions of Section 3 of this Agreement
and any other provision of this Agreement or the Plan to the
contrary, if it is determined by the Committee that prior to
the date that all of the Restricted Stock is vested (whether
or not during the Extension Period), the Grantee engaged (or
is engaging in) any activity that is harmful to the business
or reputation of the Company (or any Parent or Subsidiary),
including, without limitation, any quot;COMPETITIVE ACTIVITYquot; (as
defined below) or conduct prejudicial to or in conflict with
the Company (or any Parent or Subsidiary) or any material
breach of a contractual obligation to the Company (or any
Parent or Subsidiary) (collectively, quot;PROHIBITED ACTSquot;), then,
upon such determination by the Committee, all Restricted Stock
granted to the Grantee under this Agreement which is still
subject to restriction shall be cancelled and forfeited.
2. Notwithstanding any other provision of this Agreement or the
Plan to the contrary, if it is determined by the Committee
that the Grantee engaged (or is engaging in) any Prohibited
Act where such Prohibited Act occurred or is occurring within
the one (1) year period immediately following the vesting of
any Restricted Stock under this Agreement (including, without
limitation, vesting that occurs by application of Section 3(b)
of this Agreement), the Grantee agrees that he/she will repay
to the Company any gain realized on the vesting of such
Restricted Stock (such gain to be valued as of the relevant
Vesting Date(s) based on the Fair Market Value of the
Restricted Stock on the relevant Vesting Date(s) over the
purchase price paid, if any, of such stock). Such repayment
obligation will be effective as of the date specified by the
Committee. Any repayment obligation must be satisfied in cash
or, if permitted in the sole discretion of the Committee, in
shares of Common Stock having a Fair Market Value equal the
value of the Restricted Stock on the relevant Vesting Date(s).
The Company is specifically authorized to off-set and deduct
from any other payments, if any, including, without
limitation, wages, salary or bonus, that it may own the
Grantee to secure the repayment obligations herein contained.
3. The determination of whether the Grantee has engaged in a
Prohibited Act shall be determined by the Committee in good
faith and in its sole discretion.

<PAGE> 4
4. The provisions of this Section 4(b) shall have no effect
following a Change in Control.
5. For purposes of this Agreement, the term quot;COMPETITIVE
ACTIVITYquot; shall mean the Grantee, without the prior written
permission of the Committee, any where in the world where the
Company (or any Parent or Subsidiary) engages in business,
directly or indirectly, (A) entering into the employ of or
rendering any services to any person, entity or organization
engaged in a business which is directly or indirectly related
to the businesses of the Company or any Parent or Subsidiary
(quot;COMPETITIVE BUSINESSquot;) or (B) becoming associated with or
interested in any Competitive Business as an individual,
partner, shareholder, creditor, director, officer, principal,
agent, employee, trustee, consultant, advisor or in any other
relationship or capacity other than ownership of passive
investments not exceeding 1% of the vote or value of such
Competitive Business.
5. COMPLIANCE WITH LAWS AND REGULATIONS. The issuance and transfer of
Shares shall be subject to compliance by the Company and the Grantee with all
applicable requirements of securities laws and with all applicable requirements
of any stock exchange on which the Shares may be listed at the time of such
issuance or transfer. The Grantee understands that the Company is under no
obligation to register or qualify the Shares with the Securities and Exchange
Commission (quot;SECquot;), any state securities commission or any stock exchange to
effect such compliance.
6. TAX WITHHOLDING.
(a) The Grantee agrees that, subject to clause 6(b) below, no later
than the date as of which the restrictions on the Restricted Stock shall lapse
with respect to all or any of the Restricted Stock covered by this Agreement,
the Grantee shall pay to the Company (in cash or to the extent permitted by the
Committee in its sole discretion, Shares held by the Grantee whose Fair Market
Value is equal to the amount of the Grantee’s tax withholding liability) any
federal, state or local taxes of any kind required by law to be withheld, if
any, with respect to the Restricted Stock for which the restrictions shall
lapse. The Company or its affiliates shall, to the extent permitted by law, have
the right to deduct from any payment of any kind otherwise due to the Grantee
any federal, state or local taxes of any kind required by law to be withheld
with respect to the shares of Restricted Stock. The Company may refuse to
instruct the transfer agent to release the Shares or redeliver share
certificates if Grantee fails to comply with any withholding obligation.
(b) If the Grantee properly elects, within thirty (30) days of the
Grant Date, to include in gross income for federal income tax purposes an amount
equal to the Fair Market Value as of the Grant Date of the Restricted Stock
granted hereunder pursuant to Section 83(b) of the Internal Revenue Code of
1986, as amended, the Grantee shall pay to the Company, or make other
arrangements satisfactory to the Committee to pay to the Company in the year of
such grant, any federal, state or local taxes required to be withheld with
respect to such Shares. If the Grantee fails to make such payments, the Company
or its affiliates shall, to the extent permitted by law, have the right to
deduct from any payment of any kind otherwise due to the Grantee any federal,
state or local taxes of any kind required by law to be withheld with respect to
such Shares. The Company may refuse to instruct the transfer agent to release
the Shares or redeliver share certificates if Grantee fails to comply with any
withholding obligation.

<PAGE> 5
7. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in this Agreement shall be
deemed by implication or otherwise to impose any limitation on any right of the
Company or any of its affiliates to terminate the Grantee’s employment at any
time, in the absence of a specific written agreement to the contrary.
8. AMENDMENT OF AWARD. The Award may be amended by the Board or the
Committee at any time (i) if the Board or the Committee determines, in its sole
discretion, that amendment is necessary or advisable to conform to any changes
in the law which occur after the Grant Date and by its terms applies to the
Award; or (ii) which the Board may deem to be in the best interests of the
Company, provided that no amendment shall impair or negate any of the rights or
obligations under this Agreement, without the consent of the Grantee (except as
otherwise provided in Section 10 of this Agreement.
9. REPRESENTATIONS AND WARRANTIES OF GRANTEE. The Grantee represents and
warrants to the Company that:
(a) Agrees to Terms of the Plan. The Grantee has received a copy of
the Plan and the Prospectus prepared pursuant to the Form S-8 Registration
Statement relating to the Plan and has read and understands the terms of the
Plan, this Agreement and the Prospectus, and agrees to be bound by their terms
and conditions. The Grantee acknowledges that there may be adverse tax
consequences upon the vesting of Restricted Stock or disposition of the Shares
once vested, and that the Grantee should consult a tax adviser prior to such
time.
(b) Cooperation. The Grantee agrees to sign such additional
documentation as may reasonably be required from time to time by the Company.
10. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. Awards may be adjusted as
provided in the Plan, including, without limitation, Sections 13 and 14 of the
Plan.
11. INCORPORATION OF PLAN BY REFERENCE. The Award is granted pursuant to
the terms of the Plan, the terms of which are incorporated herein by reference,
and the Award shall in all respects be interpreted in accordance with the Plan.
The Committee shall interpret and construe the Plan and this Agreement, and its
interpretations and determinations shall be conclusive and binding on the
parties hereto and any other person claiming an interest hereunder, with respect
to any issue arising hereunder or thereunder. In the event of a conflict or
inconsistency between the terms and provisions of the Plan and the provisions of
this Agreement, the Plan shall govern and control. All capitalized terms not
defined herein shall have the meaning ascribed to them as set forth in the Plan.
12. GOVERNING LAW; MODIFICATION. The validity, construction,
interpretation and effect of this Agreement shall exclusively be governed by and
determined in accordance with the law of the State of Texas without regard to
its conflict of law principles, except to the extent preempted by federal law.
13. MISCELLANEOUS. The masculine pronoun shall be deemed to include the
feminine, and the singular number shall be deemed to include the plural unless a
different meaning is plainly required by the context.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as
of the date first above written.

<PAGE> 6
CLEAR CHANNEL COMMUNICATIONS, INC.
Grantee: _______________________________ By: _______________________________
Name: Mark P. Mays
SS #: __________________________________ Title:President and Chief Executive
Officer
</TEXT>
</DOCUMENT>
</SUBMISSION>

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