<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

<DOCUMENT><TYPE> 8-K<FILENAME> d21793e8vk.txt<DESCRIPTION> Form 8-K<TEXT>

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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. EmployerIncorporation 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 tosimultaneously satisfy the filing obligation of the registrant under any of thefollowing 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))

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Items to be Included in this Report

Item 8.01. Other Events

The purpose of this report is to permit the registrant to file herewiththose 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.

10.2 Form Of Clear Channel Communications, Inc. 2001 Stock Incentive Plan Stock 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, theRegistrant has duly caused this Report to be signed on its behalf by theUndersigned 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

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INDEX TO 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.

10.2 Form Of Clear Channel Communications, Inc. 2001 Stock Incentive Plan Stock 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>

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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 San Antonio, TX 78209

Name:Address:

Effective [grant date], you have been granted a Stock Option to purchase[quantity] shares (the ‘Option’) of Clear Channel Communication, Inc. (theCompany) 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 agreethat these options are granted under and governed by the terms and conditions ofthe Company’s Stock Option Plan as amended and the Option Agreement, all ofwhich 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.

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AMENDED AND RESTATED CLEAR CHANNEL COMMUNICATIONS, INC. 2001 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT ("Agreement") is granted on the date (the"DATE OF GRANT") set forth on the attached Notice of Grant of Stock Options (the"NOTICE") by Clear Channel Communications, Inc., a Texas corporation (the"COMPANY") to the person named on the Notice (the "OPTIONEE"), who is anemployee or officer of the Company or one of its subsidiaries or who isotherwise qualified to receive an Option (as defined below) under the Plan (asdefined below).

WHEREAS, the Board of Directors of the Company (the "BOARD") adopted, withsubsequent stockholder approval, the Clear Channel Communications, Inc. 2001Stock Incentive Plan, as may be amended from time to time (the "PLAN").

WHEREAS, the Plan provides for the granting of stock options by acommittee to be appointed by the Board (the "COMMITTEE") to directors, officers,key employees of the Company or any subsidiary of the Company and to persons whoprovide consulting or other services to the Company deemed by the Committee tobe of substantial value to the Company to purchase, or to exercise certainrights with respect to, shares of the common stock of the Company, par value$.10 per share (the "COMMON STOCK"), in accordance with the terms and provisionsthereof.

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, theterms of which are attached as Exhibit A, the Company hereby grants to theOptionee, during the period commencing on the Date of Grant and ending on theExpiration Date (as provided in the Notice), the right and option (the right topurchase any one share of Common Stock hereunder being an "OPTION") to purchasefrom the Company, at a price per share set forth in the Notice (the "OPTIONPRICE"), such number of shares of Common Stock as set forth in the Notice (the"OPTION SHARES").

2. Limitation on Exercise of Option.

Subject to the terms and conditions set forth herein and the Plan, theOptionee 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-employeeOptionee’s, are still providing services to the Company), except as otherwiseprovided 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’soutside Plan administrator (the "ADMINISTRATOR") and following the proceduresestablished by the Administrator. The exercise price of the Option may be paidby (a) cash or certified or bank check, (b) surrender of

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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 toearnings for financial accounting purposes) or the attestation of ownership ofsuch shares if so permitted by the Company, (c) if established by the Company,through a "same day sale" commitment from Optionee and a broker-dealer selectedby the Company that is a member of the National Association of SecuritiesDealers (an "NASD DEALER") whereby the Optionee irrevocably elects to exercisethe Option and to sell a portion of the shares so purchased sufficient to payfor the total exercise price and whereby the NASD Dealer irrevocably commitsupon receipt of such shares to forward the total exercise price directly to theCompany, (d) through additional methods prescribed by the Committee, including,without limitation, loans, installment payments and/or guarantees, all undersuch terms and conditions as deemed appropriate by the Committee in itsdiscretion, 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 Companydeems necessary to satisfy its obligation to withhold federal, state or localincome or other taxes incurred by reason of the exercise of Options grantedhereunder. The Optionee may elect to pay to the Administrator (or at the optionof the Company, to the Company) an amount equal to the amount of the taxes whichthe Company shall be required to withhold by delivering to the Administrator (orat the option of the Company, to the Company), cash, a check or at the solediscretion of the Company, shares of Common Stock having a Fair Market Valueequal to the amount of the withholding tax obligation as determined by theCompany.

4. Issuance of Shares.

Except as otherwise provided in the Plan, as promptly as practical afterreceipt of notification of exercise and full payment of the Option Price and anyrequired income tax withholding, the Company shall issue or transfer to theOptionee the number of Option Shares with respect to which Options have been soexercised, and shall deliver to the Optionee or have deposited in the Optionee’sbrokerage account with the Administrator a certificate or certificates therefor,registered in the Optionee’s name.

5. Company; Optionee.

(a) The term "COMPANY" as used in this Agreement with reference toemployment shall include the Company and its subsidiaries, as appropriate.

(b) Whenever the word "OPTIONEE" is used in any provision of thisAgreement under circumstances where the provision should logically be construedto apply to the beneficiaries, the executors, the administrators, or the personor persons to whom the Options may be transferred by will or by the laws ofdescent and distribution, the word "OPTIONEE" shall be deemed to include suchperson or persons.

6. Limitation on Exercise.

No fractional shares may be purchased hereunder.

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7. Termination of Employment. Any Options held by the Optionee upon terminationof employment or service shall remain exercisable as follows:

(a) If the Optionee’s termination of employment or service is due todeath, all unvested Options shall automatically vest and become immediatelyexercisable in full and all Options shall be exercisable by the Optionee’sdesignated beneficiary, or, if none, the person(s) to whom such Optionee’srights under the Option are transferred by will or the laws of descent anddistribution for 1 year following such termination of employment (but in noevent beyond the term of the Option), and shall thereafter terminate.

(b) If the Optionee’s termination of employment or service is due toDisability, 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 willcontinue to vest and remain exercisable during such period (the "DISABILITYVESTING PERIOD"). Upon expiration of the Disability Vesting Period, alloutstanding Options shall automatically terminate; provided, that, if theOptionee should die during such period, all unvested Options shall automaticallyvest and become immediately exercisable in full and all Options shall beexercisable 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 thelaws of descent and distribution for 1 year following such death (but in noevent beyond the term of the Option), and shall thereafter terminate.

(c) If the Optionee’s termination of employment or service is due toRetirement (as defined herein), the Optionee shall be treated, for purposes ofthis Agreement only, as if his/her employment or service continued with theCompany for the lesser of (i) five years or (ii) the remaining term of theOption and the Option will continue to vest and remain exercisable during suchperiod (the "RETIREMENT VESTING PERIOD"). Upon expiration of the RetirementVesting Period, all outstanding Options shall automatically terminate; provided,that, if the Optionee should die during such period, all unvested Options shallautomatically vest and become immediately exercisable in full and all Optionsshall be exercisable by the Optionee’s designated beneficiary, or, if none, theperson(s) to whom such Optionee’s rights under the Option are transferred bywill 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, "RETIREMENT" shall mean shall mean the Optionee’sresignation 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 dateof termination of employment or service) and (ii) full years of service with theCompany measured from his/her date of hire (or re-hire, if later), is equal atleast seventy (70); provided, that, the Optionee must have attained at least theage of sixty (60) AND completed at least five (5) full years of service with theCompany prior to the date of his/her resignation. Any disputes relating towhether the Optionee is eligible for Retirement under this Agreement, including,without limitation, his years’ of service, shall be settled by the Committee inits 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.

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(e) If the Optionee’s termination of employment or service is for anyother reason, all unvested Options shall terminate on the date of terminationand all Options (to the extent exercisable as of the date of termination) shallbe exercisable for a period of three-months following such termination ofemployment or service (but in no event beyond the term of the Option), and shallthereafter terminate. The Optionee’s status as an employee shall not beconsidered terminated in the case of a leave of absence agreed to in writing bythe 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-employmentupon expiration of such leave is guaranteed by contract or statute.

(f) Notwithstanding any other provision of this Agreement or the Plan tothe contrary, including, without limitation, Sections 7(b) and 7(c) of thisAgreement:

(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 "COMPETITIVE ACTIVITY" (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, "PROHIBITED ACTS"), 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 shallbe determined by the Committee in good faith and in its sole discretion. Theprovisions of Section 7(f) shall have no effect following a Change in Control.For purposes of this Agreement, the term "COMPETITIVE ACTIVITY" shall mean theOptionee, without the prior written permission of the Committee, any where inthe world where the Company (or any Parent or Subsidiary) engages in business,directly or indirectly, (i) entering into the employ of or rendering anyservices to any

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person, entity or organization engaged in a business which is directly orindirectly related to the businesses of the Company or any Parent or Subsidiary("COMPETITIVE BUSINESS") or (ii) becoming associated with or interested in anyCompetitive Business as an individual, partner, shareholder, creditor, director,officer, principal, agent, employee, trustee, consultant, advisor or in anyother relationship or capacity other than ownership of passive investments notexceeding 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 orother distribution (whether in the form of cash, Common Stock, other securities,or other property), recapitalization, reclassification, stock split, reversestock split, reorganization, merger, consolidation, split-up, spin-off,combination, repurchase, liquidation, dissolution, or sale, transfer, exchangeor other disposition of all or substantially all of the assets or stock of theCompany, or exchange of Common Stock or other securities of the Company,issuance of warrants or other rights to purchase Common Stock or othersecurities of the Company, or other similar corporate transaction or event (an"EVENT"), and in the Committee’s opinion, such event affects the Common Stocksuch that an adjustment is determined by the Committee to be appropriate inorder to prevent dilution or enlargement of the benefits or potential benefitsintended to be made available under the Option, then the Committee shall, insuch manner as it may deem equitable, including, without limitation, adjust anyor all of the following: (i) the number and kind of shares of Common Stock (orother 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, theOptionee shall be entitled to exercise the Option with respect to, new,additional or different shares of stock or securities, such new, additional ordifferent shares shall thereupon be subject to all of the conditions,restrictions and performance criteria which were applicable to the sharessubject to the Option prior to such Event. The Committee determination underthis Section 8(a) shall be final, binding and conclusive.

(b) Upon the occurrence of an Event (or any other transaction or corporateevent deemed appropriate by the Committee) in which outstanding Options are notto be assumed or otherwise continued following such an Event (or any othertransaction or corporate event deemed appropriate by the Committee), theCommittee may, in its discretion, (i) terminate the Option without theOptionee’s consent and provide for the purchase of any such Option for an amountof cash equal to the product of (A) and (B), where (A) is equal to the number ofOption Shares subject to such outstanding Option and (B) is equal to thedifference between (1) the Fair Market Value of one share of Common Stockimmediately prior to such Event and (2) the Option Price per share of the Optionand/or (ii) provide that such Option shall be exercisable (whether or notvested) as to all shares covered thereby for at least thirty (30) days prior tosuch Event (or any other transaction or corporate event deemed appropriate bythe Committee) or such longer or shorter period as the Committee may determineis appropriate.

(c) Upon the occurrence of a Change in Control, all outstanding unvestedOptions granted hereunder shall become immediately vested and exercisable infull.

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9. No Rights of Stockholders.

Neither the Optionee nor any personal representative shall be, or shallhave any of the rights and privileges of, a stockholder of the Company withrespect to any shares of Common Stock purchasable or issuable upon the exerciseof the Option, in whole or in part, prior to the date of exercise of the Optionand no adjustment (other than as provided in Section 8) shall be made fordividends or distributions or other rights in respect of such Option Shares forwhich the record date is prior to the date upon which he shall become the holderof record thereof.

10. Non-Transferability of Option.

The Option is not transferable by a Optionee except by will or the laws ofdescent and distribution or to a beneficiary in the event of the Optionee’sdeath, and, if exercisable, shall be exercisable during the lifetime of aOptionee only by the Optionee or his guardian or legal representative. Followingtransfer, the Option shall continue to be subject to the same terms andconditions as were applicable immediately prior to transfer. The events oftermination of employment set forth in Section 7 hereof shall continue to beapplied with respect to the original Optionee, following which the Option shallbe exercisable by the transferee only to the extent and for the periodsspecified in the Plan. The Option may not be pledged, mortgaged, hypothecated orotherwise 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 asgranting to the Optionee any right with respect to continuance of employment ofthe Company. Except as may otherwise be limited by a written agreement betweenthe Company and the Optionee, the right of the Company to terminate at will theOptionee’s employment with it at any time (whether by dismissal, discharge,retirement or otherwise) is specifically reserved by the Company andacknowledged by the Optionee.

12. Amendment of Option.

The Option may be amended by the Board or the Committee at any time (i) ifthe Board or the Committee determines, in its sole discretion, that amendment isnecessary or advisable to conform to any changes in the law which occur afterthe Date of Grant and by its terms applies to the Option; or (ii) which theBoard may deem to be in the best interests of the Company, provided that noamendment shall impair or negate any of the rights or obligations under thisAgreement, without the consent of the Optionee (except as otherwise provided inSection 8 of this Agreement.

13. Restrictions on Transfer.

The Optionee agrees, by acceptance of this Option, that, upon issuance ofany shares hereunder, that, unless such shares are then registered underapplicable federal and state securities laws, (i) acquisition of such shareswill 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 asmay be recommended by Company counsel. The Company shall in no event be obligedto register any securities pursuant to the Securities Act of 1933 (as now ineffect or as hereafter amended) or

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to take any other affirmative action in order to cause the exercise of theOptions or the issuance or transfer of shares pursuant thereto to comply withany law or regulation of any governmental authority.

14. Notice.

Any notice to the Company provided for in this Agreement shall beaddressed to it in care of its Secretary at its executive offices at ClearChannel Communications, Inc., 200 East Basse Road, San Antonio, Texas78209-8328, and any notice to the Optionee shall be addressed to the Optionee atthe current address shown on the payroll records of the Company. Any noticeshall be deemed to be duly given if and when properly addressed and posted byregistered or certified mail, postage prepaid.

15. Incorporation of Plan by Reference.

The Option is granted pursuant to the terms of the Plan, the terms ofwhich are incorporated herein by reference, and the Option shall in all respectsbe interpreted in accordance with the Plan. The Committee shall interpret andconstrue the Plan and this Agreement, and its interpretations and determinationsshall interpret and construe the Plan and this Agreement, and itsinterpretations and determinations shall be conclusive and binding on theparties hereto and any other person claiming an interest hereunder, with respectto any issue arising hereunder or thereunder. In the event of a conflict orinconsistency between the terms and provisions of the Plan and the provisions ofthis Agreement, the Plan shall govern and control. All capitalized terms notdefined 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 Agreementshall exclusively be governed by and determined in accordance with the law ofthe State of Texas without regard to its conflict of law principles, except tothe extent preempted by federal law.

17. Binding Effect.

Subject to Section 10 hereof, this Agreement shall be binding upon theheirs, executors, administrators and successors of the parties hereto.</TEXT></DOCUMENT>

<DOCUMENT><TYPE> EX-10.2<FILENAME> d21793exv10w2.txt<DESCRIPTION> Form of 2001 Stock Incentive Plan Stock Option Agreement For A Stock Option With<TEXT>

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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 San Antonio, TX 78209

Name:Address:

Effective [grant date], you have been granted a Stock Option to purchase[quantity] shares (the ’Option’) of Clear Channel Communication, Inc. (theCompany) 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 agreethat these options are granted under and governed by the terms and conditions ofthe Company’s Stock Option Plan as amended and the Option Agreement, all ofwhich 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.

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AMENDED AND RESTATED CLEAR CHANNEL COMMUNICATIONS, INC. 2001 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT ("Agreement") is granted on the date (the"DATE OF GRANT") set forth on the attached Notice of Grant of Stock Options (the"NOTICE") by Clear Channel Communications, Inc., a Texas corporation (the"COMPANY") to the person named on the Notice (the "OPTIONEE"), who is anemployee or officer of the Company or one of its subsidiaries or who isotherwise qualified to receive an Option (as defined below) under the Plan (asdefined below).

WHEREAS, the Board of Directors of the Company (the "BOARD") adopted, withsubsequent stockholder approval, the Clear Channel Communications, Inc. 2001Stock Incentive Plan, as may be amended from time to time (the "PLAN").

WHEREAS, the Plan provides for the granting of stock options by acommittee to be appointed by the Board (the "COMMITTEE") to directors, officers,key employees of the Company or any subsidiary of the Company and to persons whoprovide consulting or other services to the Company deemed by the Committee tobe of substantial value to the Company to purchase, or to exercise certainrights with respect to, shares of the common stock of the Company, par value$.10 per share (the "COMMON STOCK"), in accordance with the terms and provisionsthereof.

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, theterms of which are attached as Exhibit A, the Company hereby grants to theOptionee, during the period commencing on the Date of Grant and ending on theExpiration Date (as provided in the Notice), the right and option (the right topurchase any one share of Common Stock hereunder being an "OPTION") to purchasefrom the Company, at a price per share set forth in the Notice (the "OPTIONPRICE"), such number of shares of Common Stock as set forth in the Notice (the"OPTION SHARES").

2. Limitation on Exercise of Option.

Subject to the terms and conditions set forth herein and the Plan, theOptionee 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-employeeOptionee’s, are still providing services to the Company), except as otherwiseprovided 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’soutside Plan administrator (the "ADMINISTRATOR") and following the proceduresestablished by the Administrator. The exercise price of the Option may be paidby (a) cash or certified or bank check, (b) surrender of

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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 toearnings for financial accounting purposes) or the attestation of ownership ofsuch shares if so permitted by the Company, (c) if established by the Company,through a "same day sale" commitment from Optionee and a broker-dealer selectedby the Company that is a member of the National Association of SecuritiesDealers (an "NASD DEALER") whereby the Optionee irrevocably elects to exercisethe Option and to sell a portion of the shares so purchased sufficient to payfor the total exercise price and whereby the NASD Dealer irrevocably commitsupon receipt of such shares to forward the total exercise price directly to theCompany, (d) through additional methods prescribed by the Committee, including,without limitation, loans, installment payments and/or guarantees, all undersuch terms and conditions as deemed appropriate by the Committee in itsdiscretion, 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 Companydeems necessary to satisfy its obligation to withhold federal, state or localincome or other taxes incurred by reason of the exercise of Options grantedhereunder. The Optionee may elect to pay to the Administrator (or at the optionof the Company, to the Company) an amount equal to the amount of the taxes whichthe Company shall be required to withhold by delivering to the Administrator (orat the option of the Company, to the Company), cash, a check or at the solediscretion of the Company, shares of Common Stock having a Fair Market Valueequal to the amount of the withholding tax obligation as determined by theCompany.

4. Issuance of Shares.

Except as otherwise provided in the Plan, as promptly as practical afterreceipt of notification of exercise and full payment of the Option Price and anyrequired income tax withholding, the Company shall issue or transfer to theOptionee the number of Option Shares with respect to which Options have been soexercised, and shall deliver to the Optionee or have deposited in the Optionee’sbrokerage account with the Administrator a certificate or certificates therefor,registered in the Optionee’s name.

5. Company; Optionee.

(a) The term "COMPANY" as used in this Agreement with reference toemployment shall include the Company and its subsidiaries, as appropriate.

(b) Whenever the word "OPTIONEE" is used in any provision of thisAgreement under circumstances where the provision should logically be construedto apply to the beneficiaries, the executors, the administrators, or the personor persons to whom the Options may be transferred by will or by the laws ofdescent and distribution, the word "OPTIONEE" shall be deemed to include suchperson or persons.

6. Limitation on Exercise.

No fractional shares may be purchased hereunder.

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7. Termination of Employment. Any Options held by the Optionee upon terminationof employment or service shall remain exercisable as follows:

(a) If the Optionee’s termination of employment or service is due todeath, all unvested Options shall automatically vest and become immediatelyexercisable in full and all Options shall be exercisable by the Optionee’sdesignated beneficiary, or, if none, the person(s) to whom such Optionee’srights under the Option are transferred by will or the laws of descent anddistribution for 1 year following such termination of employment (but in noevent beyond the term of the Option), and shall thereafter terminate.

(b) If the Optionee’s termination of employment or service is due toDisability, 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 willcontinue to vest and remain exercisable during such period (the "DISABILITYVESTING PERIOD"). Upon expiration of the Disability Vesting Period, alloutstanding Options shall automatically terminate; provided, that, if theOptionee should die during such period, all unvested Options shall automaticallyvest and become immediately exercisable in full and all Options shall beexercisable 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 thelaws of descent and distribution for 1 year following such death (but in noevent beyond the term of the Option), and shall thereafter terminate.

(c) If the Optionee’s termination of employment or service is due toRetirement (as defined herein), the Optionee shall be treated, for purposes ofthis Agreement only, as if his/her employment or service continued with theCompany for the lesser of (i) five years or (ii) the remaining term of theOption and the Option will continue to vest and remain exercisable during suchperiod (the "RETIREMENT VESTING PERIOD"). Upon expiration of the RetirementVesting Period, all outstanding Options shall automatically terminate; provided,that, if the Optionee should die during such period, all unvested Options shallautomatically vest and become immediately exercisable in full and all Optionsshall be exercisable by the Optionee’s designated beneficiary, or, if none, theperson(s) to whom such Optionee’s rights under the Option are transferred bywill 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, "RETIREMENT" shall mean shall mean the Optionee’sresignation 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 dateof termination of employment or service) and (ii) full years of service with theCompany measured from his/her date of hire (or re-hire, if later), is equal atleast seventy (70); provided, that, the Optionee must have attained at least theage of sixty (60) AND completed at least five (5) full years of service with theCompany prior to the date of his/her resignation. Any disputes relating towhether the Optionee is eligible for Retirement under this Agreement, including,without limitation, his years’ of service, shall be settled by the Committee inits 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.

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(e) If the Optionee’s termination of employment or service is for anyother reason, all unvested Options shall terminate on the date of terminationand all Options (to the extent exercisable as of the date of termination) shallbe exercisable for a period of three-months following such termination ofemployment or service (but in no event beyond the term of the Option), and shallthereafter terminate. The Optionee’s status as an employee shall not beconsidered terminated in the case of a leave of absence agreed to in writing bythe 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-employmentupon expiration of such leave is guaranteed by contract or statute.

(f) Notwithstanding any other provision of this Agreement or the Plan tothe contrary, including, without limitation, Sections 7(b) and 7(c) of thisAgreement:

(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 "COMPETITIVE ACTIVITY" (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, "PROHIBITED ACTS"), 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 shallbe determined by the Committee in good faith and in its sole discretion. Theprovisions of Section 7(f) shall have no effect following a Change in Control.For purposes of this Agreement, the term "COMPETITIVE ACTIVITY" shall mean theOptionee, without the prior written permission of the Committee, any where inthe world where the Company (or any Parent or Subsidiary) engages in business,directly or indirectly, (i) entering into the employ of or rendering anyservices to any

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person, entity or organization engaged in a business which is directly orindirectly related to the businesses of the Company or any Parent or Subsidiary("COMPETITIVE BUSINESS") or (ii) becoming associated with or interested in anyCompetitive Business as an individual, partner, shareholder, creditor, director,officer, principal, agent, employee, trustee, consultant, advisor or in anyother relationship or capacity other than ownership of passive investments notexceeding 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 orother distribution (whether in the form of cash, Common Stock, other securities,or other property), recapitalization, reclassification, stock split, reversestock split, reorganization, merger, consolidation, split-up, spin-off,combination, repurchase, liquidation, dissolution, or sale, transfer, exchangeor other disposition of all or substantially all of the assets or stock of theCompany, or exchange of Common Stock or other securities of the Company,issuance of warrants or other rights to purchase Common Stock or othersecurities of the Company, or other similar corporate transaction or event (an"EVENT"), and in the Committee’s opinion, such event affects the Common Stocksuch that an adjustment is determined by the Committee to be appropriate inorder to prevent dilution or enlargement of the benefits or potential benefitsintended to be made available under the Option, then the Committee shall, insuch manner as it may deem equitable, including, without limitation, adjust anyor all of the following: (i) the number and kind of shares of Common Stock (orother 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, theOptionee shall be entitled to exercise the Option with respect to, new,additional or different shares of stock or securities, such new, additional ordifferent shares shall thereupon be subject to all of the conditions,restrictions and performance criteria which were applicable to the sharessubject to the Option prior to such Event. The Committee determination underthis Section 8(a) shall be final, binding and conclusive.

(b) Upon the occurrence of an Event (or any other transaction or corporateevent deemed appropriate by the Committee) in which outstanding Options are notto be assumed or otherwise continued following such an Event (or any othertransaction or corporate event deemed appropriate by the Committee), theCommittee may, in its discretion, (i) terminate the Option without theOptionee’s consent and provide for the purchase of any such Option for an amountof cash equal to the product of (A) and (B), where (A) is equal to the number ofOption Shares subject to such outstanding Option and (B) is equal to thedifference between (1) the Fair Market Value of one share of Common Stockimmediately prior to such Event and (2) the Option Price per share of the Optionand/or (ii) provide that such Option shall be exercisable (whether or notvested) as to all shares covered thereby for at least thirty (30) days prior tosuch Event (or any other transaction or corporate event deemed appropriate bythe Committee) or such longer or shorter period as the Committee may determineis appropriate.

(c) Upon the occurrence of a Change in Control, all outstanding unvestedOptions granted hereunder shall become immediately vested and exercisable infull.

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9. No Rights of Stockholders.

Neither the Optionee nor any personal representative shall be, or shallhave any of the rights and privileges of, a stockholder of the Company withrespect to any shares of Common Stock purchasable or issuable upon the exerciseof the Option, in whole or in part, prior to the date of exercise of the Optionand no adjustment (other than as provided in Section 8) shall be made fordividends or distributions or other rights in respect of such Option Shares forwhich the record date is prior to the date upon which he shall become the holderof record thereof.

10. Non-Transferability of Option.

The Option is not transferable by a Optionee except by will or the laws ofdescent and distribution or to a beneficiary in the event of the Optionee’sdeath, and, if exercisable, shall be exercisable during the lifetime of aOptionee only by the Optionee or his guardian or legal representative. Followingtransfer, the Option shall continue to be subject to the same terms andconditions as were applicable immediately prior to transfer. The events oftermination of employment set forth in Section 7 hereof shall continue to beapplied with respect to the original Optionee, following which the Option shallbe exercisable by the transferee only to the extent and for the periodsspecified in the Plan. The Option may not be pledged, mortgaged, hypothecated orotherwise 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 asgranting to the Optionee any right with respect to continuance of employment ofthe Company. Except as may otherwise be limited by a written agreement betweenthe Company and the Optionee, the right of the Company to terminate at will theOptionee’s employment with it at any time (whether by dismissal, discharge,retirement or otherwise) is specifically reserved by the Company andacknowledged by the Optionee.

12. Amendment of Option.

The Option may be amended by the Board or the Committee at any time (i) ifthe Board or the Committee determines, in its sole discretion, that amendment isnecessary or advisable to conform to any changes in the law which occur afterthe Date of Grant and by its terms applies to the Option; or (ii) which theBoard may deem to be in the best interests of the Company, provided that noamendment shall impair or negate any of the rights or obligations under thisAgreement, without the consent of the Optionee (except as otherwise provided inSection 8 of this Agreement.

13. Restrictions on Transfer.

The Optionee agrees, by acceptance of this Option, that, upon issuance ofany shares hereunder, that, unless such shares are then registered underapplicable federal and state securities laws, (i) acquisition of such shareswill 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 asmay be recommended by Company counsel. The Company shall in no event be obligedto register any securities pursuant to the Securities Act of 1933 (as now ineffect or as hereafter amended) or

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to take any other affirmative action in order to cause the exercise of theOptions or the issuance or transfer of shares pursuant thereto to comply withany law or regulation of any governmental authority.

14. Notice.

Any notice to the Company provided for in this Agreement shall beaddressed to it in care of its Secretary at its executive offices at ClearChannel Communications, Inc., 200 East Basse Road, San Antonio, Texas78209-8328, and any notice to the Optionee shall be addressed to the Optionee atthe current address shown on the payroll records of the Company. Any noticeshall be deemed to be duly given if and when properly addressed and posted byregistered or certified mail, postage prepaid.

15. Incorporation of Plan by Reference.

The Option is granted pursuant to the terms of the Plan, the terms ofwhich are incorporated herein by reference, and the Option shall in all respectsbe interpreted in accordance with the Plan. The Committee shall interpret andconstrue the Plan and this Agreement, and its interpretations and determinationsshall interpret and construe the Plan and this Agreement, and itsinterpretations and determinations shall be conclusive and binding on theparties hereto and any other person claiming an interest hereunder, with respectto any issue arising hereunder or thereunder. In the event of a conflict orinconsistency between the terms and provisions of the Plan and the provisions ofthis Agreement, the Plan shall govern and control. All capitalized terms notdefined 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 Agreementshall exclusively be governed by and determined in accordance with the law ofthe State of Texas without regard to its conflict of law principles, except tothe extent preempted by federal law.

17. Binding Effect.

Subject to Section 10 hereof, this Agreement shall be binding upon theheirs, executors, administrators and successors of the parties hereto.</TEXT></DOCUMENT>

<DOCUMENT><TYPE> EX-10.3<FILENAME> d21793exv10w3.txt<DESCRIPTION> Form of Amended/Restated 2001 Stock Incentive Plan Restricted Stock Award Agreem<TEXT>

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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 "AGREEMENT"), made as of the[grant date](the "GRANT DATE") by and between Clear ChannelCommunications, Inc., a Texas corporation (the "COMPANY"), and [name] (the"GRANTEE"), evidences the grant by the Company of a stock award of restrictedShares (the "AWARD") to the Grantee on such date and the Grantee’s acceptance ofthe Award in accordance with the provisions of the Amended and Restated ClearChannel Communications, Inc. 2001 Stock Incentive Plan (the "PLAN"). The Companyand the Grantee agree as follows:

1. BASIS FOR AWARD. This Award is made under the Plan pursuant to Section10 thereof for service rendered (or to be rendered) to the Company by theGrantee, 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 restrictionsand conditions set forth in the Plan and in this Agreement.

(b) Shares of Restricted Stock shall be evidenced by book-entryregistration with the Company’s transfer agent, subject to such stop-transferorders and other terms deemed appropriate by the Committee to reflect therestrictions applicable to such Award. Notwithstanding the foregoing, if anycertificate is issued in respect of shares of Restricted Stock at the solediscretion of the Committee, such certificate shall be registered in the name ofGrantee and shall bear an appropriate legend referring to the terms, conditions,and restrictions applicable to such award, substantially in the following form:

"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."

If a certificate is issued with respect to the Restricted Stock, the Committeemay require that the certificate evidencing such shares be held in custody bythe Company until the restrictions thereon shall have lapsed and that theparticipant shall have delivered a stock power, endorsed in blank, relating tothe Shares covered by such Award. At the expiration of the restrictions, theCompany shall instruct the transfer agent to release the shares from therestrictions applicable to such Award, subject to the terms of the Plan andapplicable law or, in the event that a certificate has been issued, redeliver tothe Grantee (or his legal representative, beneficiary or heir) sharecertificates for the Shares deposited with it without any legend except asotherwise provided by the Plan, this Agreement or applicable law. During the

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period that the Grantee holds the shares of Restricted Stock, the Grantee shallhave the right to receive dividends on and to vote the Restricted Stock while itis subject to restriction, except as otherwise provided by the Plan. If theAward is forfeited in whole or in part, the Grantee will assign, transfer, anddeliver any evidence of the shares of Restricted Stock to the Company andcooperate with the Company to reflect such forfeiture. By accepting the Award,the Grantee acknowledges that the Company does not have an adequate remedy indamages for the breach by the Grantee of the conditions and covenants set forthin this Agreement and agrees that the Company is entitled to and may obtain anorder or a decree of specific performance against the Grantee issued by anycourt having jurisdiction.

(c) Except as provided in the Plan or this Agreement, therestrictions on the Restricted Stock are that prior to vesting as provided inSections 3 and 4(a) of this Agreement, the shares may not be sold, assigned,transferred, hypothecated, pledged or otherwise alienated (collectively a"TRANSFER") by the Grantee without the written consent of the Committee and anysuch Transfer or attempted Transfer, whether voluntary or involuntary, and ifinvoluntary whether by process of law in any civil or criminal suit, action orproceeding, whether in the nature of an insolvency or bankruptcy proceeding orotherwise, shall be void and of no effect.

3. VESTING. Except as otherwise provided in this Agreement, therestrictions described in Section 2 of this Agreement will lapse with respect to25% of the Restricted Stock on the third anniversary of the Grant Date and as toan additional 25% of the Restricted Stock on the fourth anniversary of the GrantDate and as to an additional 50% of the Restricted Stock on the fifthanniversary of the Grant Date (each a "VESTING DATE"); provided, that, theGrantee is still employed or performing services for the Company (or any Parentor Subsidiary) on each such Vesting Date. In the event of the Grantee’stermination of employment or service prior to the date that all of theRestricted Stock is vested, except as otherwise provided in this Agreement, allRestricted Stock still subject to restriction shall be forfeited.

(a) If the Grantee’s termination of employment or service is due todeath and such death occurs prior to the date that all of the Restricted Stockis vested, all restrictions will lapse with respect to 100% of the RestrictedStock still subject to restriction on the date of death.

(b) If a Grantee’s termination of employment or service is due toDisability 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 isvested, the Grantee shall be treated, for purposes of this Agreement only, as ifhis/her employment or service continued with the Company until the date that allrestrictions on the Restricted Stock have lapsed (the "EXTENSION PERIOD") andsuch Restricted Stock will vest in accordance with the schedule set forthherein; provided, that, if the Grantee dies during the Extension Period and theRestricted Stock has not been forfeited in accordance with Section 4(b), allrestrictions will lapse with respect to 100% of the Restricted Stock stillsubject to restriction on the date of death. "RETIREMENT" shall mean a Grantee’sresignation 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 dateof termination of employment or service) and (ii) full years of service with theCompany (or any Parent or Subsidiary) measured from his date of hire (orre-hire, if later), is equal at least seventy (70); provided, that, the Granteemust 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) priorto the date of his/her resignation. Any disputes relating to whether the Granteeis eligible for Retirement under this Agreement, including, without limitation,his years’ of service, shall be settled by the Committee in its sole discretion.

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(c) If the Grantee’s termination of employment or service is for anyother reason and such termination occurs prior to the date that all of theRestricted Stock is vested, the Restricted Stock still subject to restrictionshall 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, therestrictions described in Sections 2 and 3 of this Agreement will lapse withrespect 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 "COMPETITIVE ACTIVITY" (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, "PROHIBITED ACTS"), 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.

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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 "COMPETITIVE ACTIVITY" 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 ("COMPETITIVE BUSINESS") 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 ofShares shall be subject to compliance by the Company and the Grantee with allapplicable requirements of securities laws and with all applicable requirementsof any stock exchange on which the Shares may be listed at the time of suchissuance or transfer. The Grantee understands that the Company is under noobligation to register or qualify the Shares with the Securities and ExchangeCommission ("SEC"), any state securities commission or any stock exchange toeffect such compliance.

6. TAX WITHHOLDING.

(a) The Grantee agrees that, subject to clause 6(b) below, no laterthan the date as of which the restrictions on the Restricted Stock shall lapsewith 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 theCommittee in its sole discretion, Shares held by the Grantee whose Fair MarketValue is equal to the amount of the Grantee’s tax withholding liability) anyfederal, state or local taxes of any kind required by law to be withheld, ifany, with respect to the Restricted Stock for which the restrictions shalllapse. The Company or its affiliates shall, to the extent permitted by law, havethe right to deduct from any payment of any kind otherwise due to the Granteeany federal, state or local taxes of any kind required by law to be withheldwith respect to the shares of Restricted Stock. The Company may refuse toinstruct the transfer agent to release the Shares or redeliver sharecertificates if Grantee fails to comply with any withholding obligation.

(b) If the Grantee properly elects, within thirty (30) days of theGrant Date, to include in gross income for federal income tax purposes an amountequal to the Fair Market Value as of the Grant Date of the Restricted Stockgranted hereunder pursuant to Section 83(b) of the Internal Revenue Code of1986, as amended, the Grantee shall pay to the Company, or make otherarrangements satisfactory to the Committee to pay to the Company in the year ofsuch grant, any federal, state or local taxes required to be withheld withrespect to such Shares. If the Grantee fails to make such payments, the Companyor its affiliates shall, to the extent permitted by law, have the right todeduct 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 tosuch Shares. The Company may refuse to instruct the transfer agent to releasethe Shares or redeliver share certificates if Grantee fails to comply with anywithholding obligation.

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7. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in this Agreement shall bedeemed by implication or otherwise to impose any limitation on any right of theCompany or any of its affiliates to terminate the Grantee’s employment at anytime, in the absence of a specific written agreement to the contrary.

8. AMENDMENT OF AWARD. The Award may be amended by the Board or theCommittee at any time (i) if the Board or the Committee determines, in its solediscretion, that amendment is necessary or advisable to conform to any changesin the law which occur after the Grant Date and by its terms applies to theAward; or (ii) which the Board may deem to be in the best interests of theCompany, provided that no amendment shall impair or negate any of the rights orobligations under this Agreement, without the consent of the Grantee (except asotherwise provided in Section 10 of this Agreement.

9. REPRESENTATIONS AND WARRANTIES OF GRANTEE. The Grantee represents andwarrants to the Company that:

(a) Agrees to Terms of the Plan. The Grantee has received a copy ofthe Plan and the Prospectus prepared pursuant to the Form S-8 RegistrationStatement relating to the Plan and has read and understands the terms of thePlan, this Agreement and the Prospectus, and agrees to be bound by their termsand conditions. The Grantee acknowledges that there may be adverse taxconsequences upon the vesting of Restricted Stock or disposition of the Sharesonce vested, and that the Grantee should consult a tax adviser prior to suchtime.

(b) Cooperation. The Grantee agrees to sign such additionaldocumentation as may reasonably be required from time to time by the Company.

10. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. Awards may be adjusted asprovided in the Plan, including, without limitation, Sections 13 and 14 of thePlan.

11. INCORPORATION OF PLAN BY REFERENCE. The Award is granted pursuant tothe 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 itsinterpretations and determinations shall be conclusive and binding on theparties hereto and any other person claiming an interest hereunder, with respectto any issue arising hereunder or thereunder. In the event of a conflict orinconsistency between the terms and provisions of the Plan and the provisions ofthis Agreement, the Plan shall govern and control. All capitalized terms notdefined 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 anddetermined in accordance with the law of the State of Texas without regard toits conflict of law principles, except to the extent preempted by federal law.

13. MISCELLANEOUS. The masculine pronoun shall be deemed to include thefeminine, and the singular number shall be deemed to include the plural unless adifferent meaning is plainly required by the context.

IN WITNESS WHEREOF, the parties hereto have signed this Agreement asof the date first above written.

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CLEAR CHANNEL COMMUNICATIONS, INC.

Grantee: _______________________________ By: _______________________________

Name: Mark P. MaysSS #: __________________________________ Title:President and Chief Executive Officer</TEXT></DOCUMENT></SUBMISSION>