Edgar Filing: Clear Channel Outdoor Holdings, Inc.

proxy.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

Filed by a Party other than the Registrant

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¨	Preliminary Proxy Statement

¨	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material Pursuant to §240.14a-12

Clear Channel Outdoor Holdings, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

200 East Basse Road

San Antonio, Texas 78209

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 16, 2011

As a stockholder of Clear Channel Outdoor Holdings, Inc. (“Clear Channel Outdoor” or the “Company”), you are hereby given notice of and invited to attend, in person or by proxy, the Annual Meeting of Stockholders of Clear Channel Outdoor to be held at the corporate offices of Clear Channel Outdoor, located at 200 East Basse Road, San Antonio, Texas 78209, on May 16, 2011, at 10:00 a.m. local time, for the following purposes:

1. to elect Thomas R. Shepherd, Christopher M. Temple and Scott R. Wells to serve as directors for a three year term;

2. to approve an advisory resolution on executive compensation;

to conduct an advisory vote on the frequency of future advisory votes on executive compensation;

to ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of Clear Channel Outdoor for the year ending December 31, 2011; and

to transact any other business which may properly come before the meeting or any adjournment or postponement thereof.

Only stockholders of record at the close of business on April 1, 2011 are entitled to notice of and to vote at the annual meeting.

Two cut-out admission tickets are included on the back cover of this document and are required for admission to the annual meeting. Please contact Clear Channel Outdoor’s Secretary at Clear Channel Outdoor’s corporate headquarters if you need additional tickets. If you plan to attend the annual meeting, please note that space limitations make it necessary to limit attendance to stockholders and one guest per each stockholder. Admission to the annual meeting will be on a first-come, first-served basis. Registration and seating will begin at 9:30 a.m. local time. Each stockholder may be asked to present valid picture identification, such as a driver’s license or passport. Stockholders holding stock in brokerage accounts (“street name” holders) will need to bring a copy of a brokerage statement reflecting stock ownership as of the record date. Cameras (including cellular telephones with photographic capabilities), recording devices and other electronic devices will not be permitted at the annual meeting. The annual meeting will begin promptly at 10:00 a.m. local time.

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

By Order of the Board of Directors

/s/ Robert H. Walls, Jr.

Robert H. Walls, Jr.

Office of the Chief Executive Officer, and

Executive Vice President, General Counsel and Secretary

San Antonio, Texas

April 8, 2011

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 16, 2011

The Proxy and Annual Report Materials are available at:

http://bnymellon.mobular.net/bnymellon/cco

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2011 ANNUAL MEETING OF STOCKHOLDERS

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

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		Page
PROXY STATEMENT		1
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING		1
THE BOARD OF DIRECTORS		4
Composition of the Board of Directors		4
Board Meetings		4
Stockholder Meeting Attendance		5
Independence of Directors		5
Committees of the Board		7
Director Nominating Procedures		9
Board Leadership Structure		10
Stockholder and Interested Party Communication with the Board		11
CODE OF BUSINESS CONDUCT AND ETHICS		11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		11
PROPOSAL 1: ELECTION OF DIRECTORS		14
Nominees for Director for Terms Expiring in 2014 (Class II)		15
Directors Whose Terms will Expire in 2012 (Class III)		15
Directors Whose Terms will Expire in 2013 (Class I)		16
PROPOSAL 2: ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION		17
PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES
ON EXECUTIVE COMPENSATION		17
COMPENSATION COMMITTEE REPORT		18
COMPENSATION DISCUSSION AND ANALYSIS		18
Overview and Objectives of Our Compensation Program		18
Chief Executive Officer and Chief Financial Officer Compensation		19
Compensation Practices		20
Elements of Compensation		20
Tax and Accounting Treatment		26
EXECUTIVE COMPENSATION		27
Summary Compensation Table		27
Employment Agreements with the Named Executive Officers		30
Grants of Plan-Based Awards		34
Outstanding Equity Awards at Fiscal Year End		37
Option Exercises and Stock Vested		38
Pension Benefits		39
Nonqualified Deferred Compensation Plans		40
Potential Post-Employment Payments		40
RELATIONSHIP OF COMPENSATION POLICIES AND PROGRAMS TO RISK MANAGEMENT		48
DIRECTOR COMPENSATION		48
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		50
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		50
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		50
CC Media Holdings, Inc.		50
Policy on Review, Approval or Ratification of Transactions with Related Persons		57
AUDIT COMMITTEE REPORT		57
AUDITOR FEES		58
PROPOSAL 4: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM		59
STOCKHOLDER PROPOSALS FOR 2012 ANNUAL MEETING AND ADVANCE NOTICE
PROCEDURES		59
OTHER MATTERS		60
GENERAL		60
APPENDIX A		A-1

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PROXY STATEMENT

This proxy statement contains information related to the annual meeting of stockholders of Clear Channel Outdoor Holdings, Inc. (referred to herein as “Clear Channel Outdoor,” “Company,” “we,” “our” or “us”) to be held on Monday, May 16, 2011, beginning at 10:00 a.m. local time, at the corporate offices of Clear Channel Outdoor Holdings, Inc., located at 200 East Basse Road, San Antonio, Texas 78209, and at any postponements or adjournments thereof. This proxy statement is first being mailed to stockholders on or about April 18, 2011.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

Q: Why am I receiving these materials?

Clear Channel Outdoor’s Board of Directors (the “Board”) is providing these proxy materials to you in connection with Clear Channel Outdoor’s annual meeting of stockholders (the “annual meeting”), which will take place on May 16, 2011. The Board is soliciting proxies to be used at the annual meeting. You also are invited to attend the annual meeting and are requested to vote on the proposals described in this proxy statement.

Q:	What information is contained in these materials?

The information included in this proxy statement relates to the proposals to be voted on at the annual meeting, the voting process, the compensation of our directors and our most highly paid executive officers, and certain other required information. Following this proxy statement are excerpts from Clear Channel Outdoor’s 2010 Annual Report on Form 10-K, including the Consolidated Financial Statements, Notes to the Consolidated Financial Statements, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as certain other data. A proxy card and a return envelope also are enclosed.

Q:	What proposals will be voted on at the annual meeting?

A:	There are four proposals scheduled to be voted on at the annual meeting:

the election of the three nominees for directors named in this proxy statement;

the approval of an advisory resolution on executive compensation;

an advisory vote on the frequency of future advisory votes on executive compensation; and

the ratification of the selection of Ernst & Young LLP as Clear Channel Outdoor’s independent registered public accounting firm for the year ending December 31, 2011.

Q:	Which of my shares may I vote?

All shares of Class A and Class B common stock owned by you as of the close of business on April 1, 2011 (the “Record Date”) may be voted by you. These shares include shares that are: (1) held directly in your name as the stockholder of record and (2) held for you as the beneficial owner through a stockbroker, bank or other nominee. Each share of Class A common stock is entitled to one vote at the annual meeting and each share of Class B common stock is entitled to twenty votes at the annual meeting. As of the Record Date, there were 40,876,781 shares of Class A common stock outstanding and 315,000,000 shares of Class B common stock outstanding. All shares of our Class B common stock are held by Clear Channel Holdings, Inc., a wholly owned indirect subsidiary of CC Media Holdings, Inc. (“CC Media” or “CCMH”).

Q:	What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:	Most stockholders of Clear Channel Outdoor hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Stockholders of Record: If your shares are registered directly in your name with Clear Channel Outdoor’s transfer agent, BNY Mellon Investor Services LLC (“Mellon”), you are considered, with respect to those shares, the stockholder of record, and these proxy materials are being sent directly to you by Mellon on behalf of Clear Channel Outdoor. As the stockholder of record, you have the right to grant your voting proxy directly to Clear Channel Outdoor or to vote in person at the annual meeting. Clear Channel Outdoor has enclosed a proxy card for you to use.

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Beneficial Owner: If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker or nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker on how to vote and also are invited to attend the annual meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the annual meeting, unless you obtain and present at the meeting a signed proxy from the record holder giving you the right to vote the shares. Your broker or nominee has enclosed a voting instruction card for you to use in directing the broker or nominee regarding how to vote your shares.

Q:	What constitutes a quorum?

The holders of a majority of the total voting power of Clear Channel Outdoor’s Class A and Class B common stock entitled to vote and represented in person or by proxy will constitute a quorum at the annual meeting. Votes “withheld,” abstentions and “broker non-votes” (described below) are counted as present for purposes of establishing a quorum.

Q:	If my shares are held in “street name” by my broker, will my broker vote my shares for me?

Under New York Stock Exchange (“NYSE”) rules, brokers will have discretion to vote the shares of customers who fail to provide voting instructions on “routine matters,” but brokers may not vote such shares on “non-routine matters” without voting instructions. When a broker is not permitted to vote the shares of a customer who does not provide voting instructions, it is called a “broker non-vote.” If you do not provide your broker with voting instructions, your broker will not be able to vote your shares with respect to (1) the election of directors, (2) the advisory resolution on executive compensation and (3) the advisory vote on the frequency of future advisory votes on executive compensation. Your broker will send you directions on how you can instruct your broker to vote.

As described above, if you do not provide your broker with voting instructions and the broker is not permitted to vote your shares on a proposal, a “broker non-vote” occurs. Broker non-votes will be counted for purposes of establishing a quorum at the annual meeting and will have no effect on the vote on any of the proposals at the annual meeting.

Q:	How can I vote my shares in person at the annual meeting?

Shares held directly in your name as the stockholder of record may be voted by you in person at the annual meeting. If you choose to vote your shares held of record in person at the annual meeting, please bring the enclosed proxy card and proof of identification. Even if you plan to attend the annual meeting, Clear Channel Outdoor recommends that you also submit your proxy as described below so that your vote will be counted if you later decide not to attend the annual meeting. You may request that your previously submitted proxy card not be used if you desire to vote in person when you attend the annual meeting. Shares held in “street name” may be voted in person by you at the annual meeting only if you obtain and present at the meeting a signed proxy from the record holder giving you the right to vote the shares. Your vote is important. Accordingly, you are urged to sign and return the accompanying proxy card whether or not you plan to attend the annual meeting.

If you plan to attend the annual meeting, please note that space limitations make it necessary to limit attendance to stockholders and one guest per each stockholder. Admission to the annual meeting will be on a first-come, first-served basis. Registration and seating will begin at 9:30 a.m. local time. Each stockholder may be asked to present valid picture identification, such as a driver’s license or passport. Stockholders holding stock in brokerage accounts (“street name” holders) will need to bring a copy of a brokerage statement reflecting stock ownership as of the Record Date. Cameras (including cellular telephones with photographic capabilities), recording devices and other electronic devices will not be permitted at the annual meeting.

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Q:	How can I vote my shares without attending the annual meeting?

Whether you hold shares directly as the stockholder of record or beneficially in “street name,” when you return your proxy card or voting instructions accompanying this proxy statement, properly signed, the shares represented will be voted in accordance with your directions. You can specify your choices by marking the appropriate boxes on the enclosed proxy card or voting instruction card.

For participants in the 401(k) plan who own shares of Clear Channel Outdoor through the plan, the plan permits you to direct the plan trustee on how to vote the Clear Channel Outdoor shares allocated to your account. Your instructions to the plan trustee regarding how to vote your shares will be delivered via the enclosed proxy card. Your proxy card for shares held in the 401(k) must be received by 11:59 p.m. Eastern Time on May 11, 2011. The plan administrator will instruct the trustee to vote shares as to which no instructions are received in proportion to voting directions received by the trustee from all plan participants who vote.

Q:	What if I return my proxy card without specifying my voting choices?

A:	If your proxy card is signed and returned without specifying choices, the shares will be voted as recommended by the Board.

Q:	What if I abstain from voting or withhold my vote on a specific proposal?

A:	If you withhold your vote on the election of directors, it will have no effect on the outcome of the vote on the election of directors.

If you abstain from voting on the advisory vote on the frequency of future advisory votes on executive compensation, it will have no effect on the outcome of the vote on that proposal.

If you abstain from voting on (1) the approval of an advisory resolution on executive compensation and (2) the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2011, it will have the same effect as a vote “against” these proposals.

Abstentions are counted as present for purposes of determining a quorum.

Q:	What does it mean if I receive more than one proxy or voting instruction card?

A:	It means your shares are registered differently or are in more than one account. Please provide voting instructions for all proxy and voting instruction cards you receive.

Q:	What are Clear Channel Outdoor’s voting recommendations?

A:	The Board recommends that you vote your shares “FOR”:

each of the three nominees for directors named in this proxy statement;

the approval of an advisory resolution on executive compensation;

holding an advisory vote on executive compensation once every three years; and

the ratification of the selection of Ernst & Young LLP as Clear Channel Outdoor’s independent registered public accounting firm for the year ending December 31, 2011.

Q:	What vote is required to elect the directors and approve each proposal?

The directors will be elected by a plurality of the votes properly cast. With respect to the advisory vote on the frequency of future advisory votes on executive compensation, the Board will consider the frequency that receives the highest number of votes to be the frequency selected by our stockholders, regardless of whether that frequency receives a majority of the votes cast. The advisory vote on executive compensation and the ratification of the selection of Ernst & Young LLP as Clear Channel Outdoor’s independent registered public accounting firm for the year ending December 31, 2011 will be approved by the affirmative vote of the holders of at least a majority of the total voting power of the voting stock present in person or by proxy at the annual meeting and entitled to vote on the matter.

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Q:	May I change my vote?

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before your shares are voted at the annual meeting by sending the Secretary of Clear Channel Outdoor a proxy card dated later than your last submitted proxy card, notifying the Secretary of Clear Channel Outdoor in writing, or voting in person at the annual meeting. If your shares are held beneficially in “street name” you should follow the instructions provided by your broker or other nominee to change your vote.

Q:	Where can I find the voting results of the annual meeting?

A:	Clear Channel Outdoor will announce preliminary voting results at the annual meeting and publish final results in a Current Report on Form 8-K, which we anticipate filing with the Securities and Exchange Commission (the “SEC”) by May 20, 2011.

Q:	May I access Clear Channel Outdoor’s proxy materials from the Internet?

A:	Yes. These materials are available at http://bnymellon.mobular.net/bnymellon/cco.

THE BOARD OF DIRECTORS

Our Board, which consists of nine members, is responsible for overseeing the direction of Clear Channel Outdoor and for establishing broad corporate policies. However, in accordance with corporate legal principles, it is not involved in day-to-day operating details. Members of the Board are kept informed of Clear Channel Outdoor’s business through discussions with the Chief Executive Officer, the Chief Financial Officer and other executive officers, by reviewing analyses and reports sent to them, by receiving updates from Board committees and by otherwise participating in Board and committee meetings.

COMPOSITION OF THE BOARD OF DIRECTORS

Our Board is divided into three classes serving staggered three-year terms. At each annual meeting of our stockholders, directors will be elected to succeed the class of directors whose terms have expired. As long as CC Media continues to indirectly own shares of our common stock representing more than 50% of the total voting power of our common stock, it will have the ability to direct the election of all the members of our Board, the composition of our Board committees and the size of the Board.

Because CC Media controls more than 50% of the voting power of Clear Channel Outdoor, we have elected to be treated as a “controlled company” under the NYSE’s Corporate Governance Standards. Accordingly, we are exempt from the provisions of the Corporate Governance Standards requiring that: (1) a majority of our Board consists of independent directors; (2) we have a nominating and governance committee composed entirely of independent directors and governed by a written charter addressing the nominating and governance committee’s purpose and responsibilities, and that we conduct an annual performance evaluation of the nominating and governance committee; (3) we have a compensation committee composed entirely of independent directors with a written charter addressing the compensation committee’s purpose and responsibilities; and (4) the compensation committee conduct an annual self-evaluation. However, notwithstanding this exemption, as described more fully below, we have a Compensation Committee composed entirely of independent directors with a written charter addressing the Compensation Committee’s purpose and responsibilities.

BOARD MEETINGS

During 2010, the Board held six meetings. All of Clear Channel Outdoor’s directors attended at least 75% of the aggregate of all meetings of the Board and committees on which they served during the periods in which they served during 2010.

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STOCKHOLDER MEETING ATTENDANCE

Clear Channel Outdoor encourages, but does not require, directors to attend the annual meetings of stockholders. Messrs. Mark P. Mays, Randall T. Mays, Marsha M. Shields and Dale W. Tremblay attended the annual meeting of stockholders in 2010.

INDEPENDENCE OF DIRECTORS

The Board has adopted a set of Governance Guidelines, addressing, among other things, standards for evaluating the independence of Clear Channel Outdoor’s directors. The full text of the Governance Guidelines can be found on the investor relations section of Clear Channel Outdoor’s website at www.clearchanneloutdoor.com.

The Board has adopted the following standards for determining the independence of its members:

A director must not be, or have been within the last three years, an employee of Clear Channel Outdoor. In addition, a director’s immediate family member (“immediate family member” is defined to include a person’s spouse, parents, children, siblings, mother and father-in-law, sons and daughters-in-law and anyone (other than domestic employees) who shares such person’s home) must not be, or have been within the last three years, an executive officer of Clear Channel Outdoor.

A director or immediate family member must not have received, during any twelve month period within the last three years, more than $120,000 per year in direct compensation from Clear Channel Outdoor, other than director or committee fees and pension or other forms of deferred compensation for prior service (and no such compensation may be contingent in any way on continued service).

A director must not be a current partner or employee of a firm that is Clear Channel Outdoor’s internal or external auditor or a current employee of such a firm. In addition, a director must not have an immediate family member who is (a) a current partner of such firm, or (b) a current employee of such a firm and personally works on Clear Channel Outdoor’s audit. Finally, neither the director nor an immediate family member of the director may have been, within the last three years, a partner or employee of such a firm and personally worked on Clear Channel Outdoor’s audit within that time.

A director or an immediate family member must not be, or have been within the last three years, employed as an executive officer of another company where any of Clear Channel Outdoor’s present executive officers at the same time serve or served on that company’s compensation committee.

A director must not be a current employee, and no director’s immediate family member may be a current executive officer, of a material relationship party (“material relationship party” is defined as any company that has made payments to, or received payments from, Clear Channel Outdoor (together with its consolidated subsidiaries) for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues).

A director must not own, together with ownership interests of his or her family, ten percent (10%) or more of a material relationship party.

A director or immediate family member must not be or have been during the last three years, a director, trustee or officer of a charitable organization (or hold a similar position), to which Clear Channel Outdoor (together with its consolidated subsidiaries) makes contributions in an amount which, in any of the last three fiscal years, exceeds the greater of $50,000, or 5% of such organization’s consolidated gross revenues.

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A director must be “independent” as that term is defined from time to time by the rules and regulations promulgated by the SEC, by the listing standards of the NYSE and, with respect to members of the compensation committee, by the applicable provisions of, and rules promulgated under, the Internal Revenue Code.

The above independence standards conform to, or are more exacting than, the director independence requirements of the NYSE. The above independence standards are set forth on Appendix A of the Governance Guidelines.

Our Board currently consists of nine directors, one of whom served as our Chief Executive Officer until March 31, 2011. For a director to be independent, the Board must determine that such director does not have any direct or indirect material relationship with Clear Channel Outdoor. Pursuant to the Governance Guidelines, the Board has undertaken its annual review of director independence.

Our Board has affirmatively determined that Douglas L. Jacobs, Marsha M. Shields and Dale W. Tremblay are independent (and James M. Raines, who served as a director until May 25, 2010 was independent) under the listing standards of the NYSE, as well as Clear Channel Outdoor’s independence standards set forth above. In addition, the Board has determined that each member of the Compensation Committee is independent and that each member of the Audit Committee is independent under the heightened independence standards required for audit committee members by the rules and regulations of the SEC. In making these determinations, our Board reviewed and discussed information provided by the directors and by Clear Channel Outdoor with regard to the directors’ business and personal activities as they relate to Clear Channel Outdoor and its affiliates. In the ordinary course of business during 2010, we entered into purchase and sale transactions for products and services with certain entities affiliated with members of our Board, as described below, and the following transactions were considered by our Board in making their independence determinations with respect to Ms. Shields and Mr. Tremblay:

Ms. Shields is part owner and manager of McCombs Automotive, a holding company that owns several automobile dealerships. In 2010, we and our affiliates paid McCombs entities less than $120,000, a portion of which was for signage on their property, and also provided a small amount (less than $15,000 in value) of advertising in-kind to McCombs entities. In 2010, McCombs entities paid us and our affiliates approximately $1.0 million for advertising.

A non-profit organization for which Mr. Tremblay serves as a director paid us and our affiliates for advertising (less than $100,000) during 2010.

Directors Randall T. Mays’ and Marsha M. Shields’ terms will end at the annual meeting and they are not standing for re-election. As described under “Proposal 1: Election of Directors,” our Board has nominated Thomas R. Shepherd and Christopher M. Temple for election as directors to replace them. In considering their nomination, our Board also reviewed and discussed information provided by the nominees and by Clear Channel Outdoor with regard to the nominees’ business and personal activities to determine whether, if elected as directors, the nominees would be considered independent under the listing standards of the NYSE, as well as Clear Channel Outdoor’s independence standards set forth above. Our Board has determined that, if elected as directors, Messrs. Shepherd and Temple would be considered independent under the listing standards of the NYSE and Clear Channel Outdoor’s independence standards. The Board considered the following ordinary course of business transactions with certain entities affiliated with the nominees:

During 2010, we and our affiliates conducted a small amount of business (less than $10,000 with each entity) with (1) an entity of which Mr. Shepherd and his partners are the largest shareholder and (2) another entity for which Mr. Shepherd serves as a director.

During 2010, we and our affiliates conducted a small amount of business with an entity for which Mr. Temple served as a director until January 2011, with respect to which we and our affiliates paid less than $100,000 and received approximately $4.4 million.

All of the payments described above are for ordinary course of business transactions and we generally expect transactions of a similar nature to occur during 2011. In each case, the Board concluded that the transaction or relationship did not impair the independence of the director or nominee.

The rules of the NYSE require that non-management directors of a listed company meet periodically in executive sessions. In addition, the rules of the NYSE require listed companies to schedule an executive session including only independent directors at least once a year. Clear Channel Outdoor’s non-management directors met separately in executive sessions without management present during 2010. Clear Channel Outdoor’s independent directors met alone following two regular meetings of the Board in 2010.

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

preside at all meetings of non-management directors when they meet in executive session without management participation;

set agendas, priorities and procedures for meetings of non-management directors meeting in executive session without management participation;

generally assist the Chairman of the Board;

add agenda items to the established agenda for meetings of the Board;

request access to Clear Channel Outdoor’s management, employees and its independent advisers for purposes of discharging his or her duties and responsibilities as a director; and

to retain independent outside financial, legal or other advisors at any time, at the expense of Clear Channel Outdoor, on behalf of the Board or any committee or subcommittee of the Board.

The Presiding Director position is rotated among the independent directors, in alphabetical order of last name, effective the first day of each calendar quarter. As of the date of this proxy statement, Douglas L. Jacobs is serving as the Presiding Director.

COMMITTEES OF THE BOARD

The Board has two standing committees: the Audit Committee and the Compensation Committee. Each committee has a written charter, which guides its operations. The written charters are available on Clear Channel Outdoor’s website at www.clearchanneloutdoor.com. The table below sets forth the members of each of these committees.

Board Committee Membership

Name	Audit Committee	Compensation Committee
Douglas L. Jacobs	*X	X
Marsha M. Shields	X
Dale W. Tremblay	X	*X
___________________

* = Chairman

X = Committee member

In addition, in April 2009, Clear Channel Outdoor formed a Special Committee to review and approve, as appropriate, certain proposed transactions between Clear Channel Outdoor and Clear Channel Communications, Inc. The Special Committee, composed of James M. Raines, Marsha M. Shields and Dale W. Tremblay, all of whom are independent under the listing standards of the NYSE as well as the Company's independence standards, did not meet during 2010.

If elected as a director, our Board intends to appoint Mr. Temple as a member of the Audit Committee.

The Audit Committee

The Audit Committee assists the Board in its oversight of the quality and integrity of the accounting, auditing and financial reporting practices of Clear Channel Outdoor. Douglas L. Jacobs has been designated by our Board as an “Audit Committee Financial Expert,” as defined by the SEC. Mr. Jacobs also serves on the audit committees of three other public companies. Our Board has determined that such simultaneous service on these other audit committees and on our Audit Committee would not impair the ability of Mr. Jacobs to serve effectively on our Audit Committee. The Audit Committee met 11 times during 2010. All members of the Audit Committee are independent as defined by the listing standards of the NYSE and Clear Channel Outdoor’s independence standards and satisfy the other requirements for audit committee membership, including the heightened independence standards, of the NYSE and the SEC. If elected as a director, our Board intends to appoint Mr. Temple as a member of the Audit Committee. Our Board has determined that Mr. Temple is independent and also satisfies the other requirements for audit committee membership, including the heightened independence standards, of the NYSE and SEC.

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The Audit Committee’s primary responsibilities, which are discussed in detail within its charter, include the following, subject to the consent of our corporate parent:

be responsible for the appointment, compensation, retention and oversight of the work of the independent registered public accounting firm and any other registered public accounting firm engaged for the purpose of preparing an audit report or to perform other audit, review or attest services, and all fees and other terms of their engagement;

review and discuss reports regarding the independent registered public accounting firm’s independence;

review with the independent registered public accounting firm the annual audit scope and plan;

review with management, the director of internal audit and the independent registered public accounting firm the budget and staffing of the internal audit department;

review and discuss with management and the independent registered public accounting firm the annual and quarterly financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” prior to the filing of the Annual Report on Form 10-K and Quarterly Reports on Form 10-Q;

review with the independent registered public accounting firm the critical accounting policies and practices used;

review with management, the independent registered public accounting firm and the director of internal audit Clear Channel Outdoor’s internal accounting controls and any significant findings and recommendations;

discuss guidelines and policies with respect to risk assessment and risk management;

oversee Clear Channel Outdoor’s policies with respect to related party transactions; and

review with management and the General Counsel the status of legal and regulatory matters that may have a material impact on Clear Channel Outdoor’s financial statements and compliance policies.

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

The Compensation Committee

The Compensation Committee administers Clear Channel Outdoor’s incentive-compensation plans and equity-based plans, determines compensation arrangements for all executive officers, other than our Chief Executive Officer, Chief Financial Officer, General Counsel and Chief Accounting Officer, and makes recommendations to the Board concerning compensation for directors of Clear Channel Outdoor and its subsidiaries. The Compensation Discussion and Analysis section of this proxy statement provides additional details regarding the basis on which the Compensation Committee determines executive compensation. The Compensation Committee met five times during 2010. All members of the Compensation Committee are independent as defined by the listing standards of the NYSE and Clear Channel Outdoor’s independence standards.

The Compensation Committee has the ability, under its charter, to select and retain, at the expense of the Clear Channel Outdoor, independent legal and financial counsel and other consultants necessary to assist the Compensation Committee as the Compensation Committee may deem appropriate, in its sole discretion. The Compensation Committee also has the authority to select and retain any compensation consultant to be used to survey the compensation practices in Clear Channel Outdoor’s industry and to provide advice so that Clear Channel Outdoor can maintain its competitive ability to recruit and retain highly qualified personnel. The Compensation Committee has the sole authority to approve related fees and retention terms for any of its counsel and consultants.

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

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

review and approve corporate goals and objectives relevant to the compensation of Clear Channel Outdoor’s executive officers, evaluate the performance of the executive officers in light of those goals and objectives and, either as a committee or together with the other independent directors (as directed by the Board), determine and approve the compensation level of the executive officers based on this evaluation;

make recommendations to the Board with respect to incentive-compensation plans and equity-based plans;

review and discuss with management the Compensation Discussion and Analysis to be included in Clear Channel Outdoor’s proxy statement and determine whether to recommend to the Board the inclusion of the Compensation Discussion and Analysis in the proxy statement;

prepare the Compensation Committee report for inclusion in Clear Channel Outdoor’s proxy statement; and

recommend to the Board the appropriate compensation for the non-employee members of the Board.

Our Chief Executive Officer, Chief Financial Officer, General Counsel and Chief Accounting Officer simultaneously hold the same positions at Clear Channel Communications, Inc. and CC Media, our indirect parent entities. The compensation of those officers is set by the Compensation Committee of CC Media, and we are allocated a portion of the cost of the services of certain of those officers pursuant to the Corporate Services Agreement, dated November 16, 2005, by and between Clear Channel Management Services, L.P. and us. Accordingly, the term “executive officer” used above in the description of the Compensation Committee’s purposes refers to our employees (other than our Chief Executive Officer, Chief Financial Officer, General Counsel and Chief Accounting Officer) who are (1) subject to the requirements of Section 16 of the Securities Exchange Act governing insider trading reporting, or (2) covered by the regulations under Section 162(m) of the Internal Revenue Code, governing qualified performance-based compensation. See the “Compensation Discussion and Analysis” section of this proxy statement. The Compensation Committee has the authority to delegate its responsibilities to subcommittees if the Compensation Committee determines such delegation would be in the best interest of Clear Channel Outdoor.

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

DIRECTOR NOMINATING PROCEDURES

The Board oversees the identification and consideration of candidates for membership on the Board, and each member of the Board participates in this process. It is the view of the Board that this function has been performed effectively by the Board, and that it is appropriate for Clear Channel Outdoor not to have a separate nominating committee or charter for this purpose.

The Board is responsible for developing and reviewing background information for candidates for the Board, including those recommended by stockholders. Our directors play a critical role in guiding Clear Channel Outdoor’s strategic direction and overseeing the management of Clear Channel Outdoor. Clear Channel Outdoor does not have a formal policy with regard to the consideration of diversity in identifying director nominees, but the Board strives to nominate directors with a variety of complementary skills so that, as a group, the Board will possess the appropriate mix of experience, skills, and expertise to oversee Clear Channel Outdoor’s business. Director candidates should have experience in positions with a high degree of responsibility, be leaders in the organizations with which they are affiliated and have the time, energy, interest and willingness to serve as a member of the Board. The Board evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that can best perpetuate the success of our business and represent stockholder interests through the exercise of sound judgment using its diversity of experience. The Board evaluates each incumbent director to determine whether he or she should be nominated to stand for re-election, based on the types of criteria outlined above as well as the director’s contributions to the Board during their current term.

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The Board will consider as potential nominees individuals properly recommended by stockholders. Recommendations concerning individuals proposed for consideration should be addressed to the Nominating and Corporate Governance Committee, c/o Secretary, Clear Channel Outdoor Holdings, Inc., 200 East Basse Road, San Antonio, Texas 78209. Each recommendation should include a personal biography of the suggested nominee, an indication of the background or experience that qualifies the person for consideration and a statement that the person has agreed to serve if nominated and elected. The Board evaluates candidates recommended by stockholders in the same manner in which it evaluates other nominees. Stockholders who themselves wish to effectively nominate a person for election to the Board, as contrasted with recommending a potential nominee to the Board for its consideration, are required to comply with the advance notice and other requirements set forth in our Bylaws, as described below under “Stockholder Proposals for 2012 Annual Meeting and Advance Notice Procedures.”

BOARD LEADERSHIP STRUCTURE

Mark P. Mays has served as our Chairman since 2009 and as our Chief Executive Officer since August 2005. Mr. Mark P. Mays retired as our Chief Executive officer on March 31, 2011, but will continue to serve as our Chairman of the Board. CC Media, as our indirect parent entity, has been actively searching for a replacement but, to date, has not identified a permanent successor. On March 31, 2011, our Board (1) established a new “Office of the Chief Executive Officer” to serve the functions of the Chief Executive Officer and President until such time that a permanent replacement for Mr. Mark P. Mays is hired and (2) appointed Mr. Thomas W. Casey (our current Executive Vice President and Chief Financial Officer) and Mr. Robert H. Walls, Jr. (our current Executive Vice President, General Counsel and Secretary) to serve in the newly-created office in addition to their existing offices, which they will retain.

The Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board as the Board believes it is in the best interests of Clear Channel Outdoor to make that determination based on the position and direction of Clear Channel Outdoor, the membership of the Board and the individuals who occupy those roles. As our Chairman of the Board and our most recent Chief Executive Officer, Mr. Mark P. Mays will work collaboratively with the Office of the Chief Executive Officer and the new permanent Chief Executive Officer, once hired, to effect a smooth transition and will remain available to provide advice and input to them regarding long term strategy and vision. He also will continue to provide our Board with insight into our operations and facilitate the flow of information between management and the Board. In addition, the position of Presiding Director of our Board rotates quarterly among our independent directors, providing an additional layer of independent director oversight, as described above under “—Independence of Directors.” For the reasons described above, our Board believes that this leadership structure is appropriate for us at this time.

Our risk management philosophy strives to:

timely identify the material risks that Clear Channel Outdoor faces;

communicate necessary information with respect to material risks to senior management and, as appropriate, to the Board or relevant Board committee;

implement appropriate and responsive risk management strategies consistent with Clear Channel Outdoor’s risk profile; and

integrate risk management into Clear Channel Outdoor’s decision-making.

The Board has designated the Audit Committee to oversee risk management. The Audit Committee reports to the Board regarding briefings provided by management and advisors, as well as the Audit Committee’s own analysis and conclusions regarding the adequacy of Clear Channel Outdoor’s risk management processes. In addition, as our Chairman, Mr. Mark P. Mays is able to provide our Board with valuable insight into our risk profile and the options to mitigate and address our risks based on his experiences with the daily management of our business as our most recent Chief Executive Officer. The Board encourages management to promote a corporate culture that incorporates risk management into Clear Channel Outdoor’s corporate strategy and day-to-day operations.

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STOCKHOLDER AND INTERESTED PARTY COMMUNICATION WITH THE BOARD

Stockholders and other interested parties may contact an individual director, the Presiding Director, the Board as a group, or a specified Board committee or group, including the non-management directors as a group, by sending regular mail to the following address:

Board of Directors

Clear Channel Outdoor Holdings, Inc.

200 East Basse Road

San Antonio, Texas 78209

CODE OF BUSINESS CONDUCT AND ETHICS

Clear Channel Outdoor adopted a Code of Business Conduct and Ethics applicable to all of its directors and employees, including its Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer (the “Code of Conduct”), which is a “code of ethics,” as defined by Item 406(b) of Regulation S-K. The Code of Conduct is publicly available on Clear Channel Outdoor’s website at www.clearchanneloutdoor.com. We intend to satisfy the disclosure requirements of Item 5.05 of Form 8-K regarding any amendment to, or waiver from, a provision of the Code of Conduct that applies to our principal executive officer, principal financial officer or principal accounting officer and relates to any element of the definition of code of ethics set forth in Item 406(b) of Regulation S-K by posting such information on our website, www.clearchanneloutdoor.com.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Except as otherwise stated, the table below sets forth information concerning the beneficial ownership of Clear Channel Outdoor’s common stock as of April 1, 2011 for: (1) each director currently serving on the Board and each of the nominees for director; (2) each of the named executive officers; (3) the directors and executive officers as a group; and (4) each person known to Clear Channel Outdoor to beneficially own more than 5% of Clear Channel Outdoor’s outstanding shares of common stock. At the close of business on April 1, 2011, there were 40,876,781 shares of Clear Channel Outdoor’s Class A common stock outstanding and 315,000,000 shares of Clear Channel Outdoor’s Class B common stock outstanding. In addition, information concerning the beneficial ownership of common stock of CC Media, our indirect parent entity, by: (1) each director currently serving on the Board and each of the nominees for director; (2) each of the named executive officers; and (3) the directors and executive officers as a group is set forth in the footnotes to the table below. At the close of business of April 1, 2011, there were 23,631,231 shares of CC Media’s Class A common stock, 555,556 shares of CC Media’s Class B common stock and 58,967,502 shares of CC Media’s Class C common stock outstanding. Except as otherwise noted, each stockholder has sole voting and investment power with respect to the shares beneficially owned.

Each share of Clear Channel Outdoor Class A common stock is entitled to one vote on matters submitted to a vote of the stockholders and each share of Clear Channel Outdoor Class B common stock is entitled to twenty votes on matters submitted to a vote of the stockholders. Each share of our Class B common stock is convertible at the option of the holder thereof into one share of Class A common stock. Each share of our common stock is entitled to share equally on a per share basis in any dividends and distributions by us.

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	Amount and Nature of Beneficial Ownership
Name and Address of Beneficial Owner(a)	Number of Shares of Class A Common Stock		Number of Shares of Class B Common Stock		Percent of Class A Common Stock(b)			Percent of Class B Common Stock(b)			Percent of Outstanding Common Stock on an As-Converted Basis(b)
Holders of More than 5%:
Clear Channel Holdings, Inc.(c)		—		315,000,000		—			100.0	%		88.51	%
Mason Capital Management LLC(d)		5,072,946		—		12.41	%		—			1.43	%
GAMCO Asset Management, Inc. and affiliates(e)		3,559,580		—		8.71	%		—			1.00	%
Abrams Capital Management, L.P. and affiliates(f)		3,317,090		—		8.11	%		—			*
Canyon Capital Advisors LLC(g)		2,282,271		—		5.58	%		—			*

Named Executive Officers, Nominees, Executive Officers and Directors:
Jonathan D. Bevan(h)	154,605	—	*		—	*
Thomas W. Casey	—	—	—		—	—
Ronald H. Cooper(i)	100,707	—	*		—	*
Margaret W. Covell(j)	—	—	—		—	—
C. William Eccleshare(k)	27,680	—	*		—	*
Blair E. Hendrix(l)	—	—	—		—	—
Douglas L. Jacobs(m)	1,875	—	*		—	*
Daniel G. Jones(j)	—	—	—		—	—
Mark P. Mays(n)	165,565	—	*		—	*
Randall T. Mays(o)	166,667	—	*		—	*
Thomas R. Shepherd	—	—	—		—	—
Marsha M. Shields(p)	28,749	—	*		—	*
Christopher M. Temple	—	—	—		—	—
Dale W. Tremblay(q)	28,749	—	*		—	*
Scott R. Wells(l)	—	—	—		—	—
All directors and executive officers as a group (17 individuals)(r)	1,069,950	—	2.56	%	—	*

_________________

* Means less than 1%.

(a)	Unless otherwise indicated, the address for all beneficial owners is c/o Clear Channel Outdoor Holdings, Inc., 200 East Basse Road, San Antonio, Texas 78209.

(b)	Percentage of ownership calculated in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act.

(c)	Clear Channel Holdings, Inc. is a wholly-owned indirect subsidiary of CC Media.

(d)

As reported on Schedule 13G/A filed with respect to Clear Channel Outdoor’s Class A common stock on February 14, 2011. The shares of Clear Channel Outdoor’s Class A common stock reported in the Schedule 13G/A are directly owned by Mason Capital L.P., a Delaware limited partnership (“Mason Capital LP”), Mason Capital Master Fund, L.P., a Cayman Islands exempted limited partnership (“Mason Capital Master Fund”), and certain other funds and accounts (the “Managed Accounts”). Mason Capital Management LLC, a Delaware limited liability company (“Mason Management”), is the investment manager of each of Mason Capital LP, Mason Capital Master Fund and the Managed Accounts, and Mason Management may be deemed to have beneficial ownership over the shares of Class A common stock reported in the Schedule 13G/A by virtue of the authority granted to Mason Management by Mason Capital LP, Mason Capital Master Fund and the Managed Accounts to vote and dispose of such shares. Kenneth M. Garschina and Michael E. Martino are managing principals of Mason Management. The business address of each reporting person is 110 East 59th Street, New York, New York 10022.

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(e)

As reported on Schedule 13D/A filed with respect to Clear Channel Outdoor’s Class A common stock on October 27, 2010. The shares of Clear Channel Outdoor’s Class A common stock reported in the Schedule 13D/A may be deemed to be beneficially owned by one or more of the following persons: GGCP, Inc. (“GGCP”), GAMCO Investors, Inc. (“GBL”), Gabelli Funds, LLC (“Gabelli Funds”), GAMCO Asset Management Inc. (“GAMCO”), Gabelli Securities, Inc. (“GSI”), MJG-IV Limited Partnership (“MJG”) and Mario Gabelli. Mario Gabelli is deemed to have beneficial ownership of the securities owned beneficially by each of GAMCO, Gabelli Funds, GSI and MJG. GBL and GGCP are deemed to have beneficial ownership of the securities owned beneficially by each of the foregoing persons other than Mario Gabelli. The business address of GBL, Gabelli Funds, GAMCO, GSI and Mario Gabelli is One Corporate Center, Rye, New York 10580. The business address of GGCP is 140 Greenwich Avenue, Greenwich, Connecticut 06850.

(f)

As reported on Schedule 13G/A filed with respect to Clear Channel Outdoor’s Class A common stock on February 11, 2011. Shares of Clear Channel Outdoor’s Class A reported in the Schedule 13G/A for Abrams Capital Partners II, L.P. (“ACP II”) represent shares beneficially owned by ACP II. Shares reported in the Schedule 13G/A for Abrams Capital, LLC (“Abrams Capital”) represent shares beneficially owned by ACP II and other private investment funds for which Abrams Capital serves as general partner. Shares reported in the Schedule 13G/A for Abrams Capital Management, L.P. (“Abrams CM LP”) and Abrams Capital Management, LLC (“Abrams CM LLC”) represent the above-referenced shares beneficially owned by Abrams Capital and shares beneficially owned by another private investment fund for which Abrams CM LP serves as investment manager. Abrams CM LLC is the general partner of Abrams CM LP. Shares reported in the Schedule 13G/A for Mr. Abrams represent the above referenced shares reported for Abrams Capital and Abrams CM LLC. Mr. Abrams is the managing member of Abrams Capital and Abrams CM LLC. The business address of each reporting person is c/o Abrams Capital Management, L.P., 222 Berkley Street, 22nd Floor, Boston, Massachusetts 02116.

(g)

As reported on Schedule 13G filed with respect to Clear Channel Outdoor’s Class A common stock on February 15, 2011. The shares of Clear Channel Outdoor’s Class A common stock reported in the Schedule 13G may be deemed to be beneficially owned by one or more of the following persons: Canyon Capital Advisors LLC (“CCA”), Mitchell R. Julis, Joshua S. Friedman and K. Robert Turner. CCA is an investment advisor to various managed accounts, including Canyon Value Realization Fund, L.P., The Canyon Value Realization Master Fund (Cayman), L.P., Citi Canyon Ltd., Canyon Value Realization Fund MAC 18, Ltd., Canyon-GRF Master Fund, L.P., Canyon Balanced Master Fund, Ltd. and Canyon VRF Trading Limited, with the right to receive, or the power to direct the receipt, of dividends from, or the proceeds from the sale of the securities held by, such managed accounts. Messrs. Julis, Friedman, and Turner control entities which own 100% of CCA. The business address of each reporting person is 2000 Avenue of the Stars, 11th Floor, Los Angeles, CA 90067.

(h)

Includes vested stock options and stock options that will vest within 60 days after April 1, 2011 collectively representing 140,247 shares of Clear Channel Outdoor’s Class A common stock and 2,209 shares of unvested restricted Class A common stock of Clear Channel Outdoor held by Mr. Jonathan D. Bevan.

(i)	Includes vested stock options representing 75,000 shares of Clear Channel Outdoor’s Class A common stock held by Mr. Ronald H. Cooper.

As of April 1, 2011, Mr. Cooper also held vested stock options representing 41,250 shares of CC Media’s Class A common stock, which represented less than 1% of CC Media’s Class A common stock and less than 1% of CC Media’s Class A common stock assuming all shares of CC Media’s Class B and Class C common stock are converted to shares of CC Media’s Class A common stock.

(j)

Ms. Margaret W. Covell is a managing director of Thomas H. Lee Partners, L.P. and Mr. Daniel G. Jones is a director at Thomas H. Lee Partners, L.P. Entities controlled by Bain Capital Investors, LLC and Thomas H. Lee Partners, L.P. hold all of the shares of CC Media’s Class B common stock and CC Media’s Class C common stock, and these shares represent a majority (whether measured by voting power or economic interest) of the equity of CC Media.

(k)	Includes vested stock options representing 27,680 shares of Clear Channel Outdoor’s Class A common stock held by Mr. C. William Eccleshare.

(l)

Mr. Blair E. Hendrix is a managing director of Bain Capital Investors, LLC and Mr. Scott R. Wells is an executive vice president of Bain Capital Investors, LLC. Entities controlled by Bain Capital Investors, LLC and Thomas H. Lee Partners, L.P. hold all of the shares of CC Media’s Class B common stock and CC Media’s Class C common stock, and these shares represent a majority (whether measured by voting power or economic interest) of the equity of CC Media.

(m)	Includes stock options that will vest within 60 days after April 1, 2011 representing 1,875 shares of Clear Channel Outdoor’s Class A common stock held by Mr. Douglas L. Jacobs.

(n)	Includes vested stock options and stock options that will vest within 60 days after April 1, 2011 collectively representing 150,000 shares of Clear Channel Outdoor’s Class A common stock and 4,167 shares of unvested restricted Class A common stock of Clear Channel Outdoor held by Mr. Mark P. Mays.

As of April 1, 2011, Mr. Mark P. Mays also held 107,513 shares of CC Media’s Class A common stock, 359,834 shares of unvested restricted Class A common stock of CC Media and stock options to purchase 196,836 shares of CC Media’s Class A common stock that are vested or that will vest within 60 days after April 1, 2011. In addition, Mr. Mark P. Mays held indirectly 29,970 shares of CC Media’s Class A common stock through a trust of which Mr. Mark P. Mays is the trustee. These holdings represented 2.91% CC Media’s Class A common stock and less than 1% of CC Media’s Class A common stock assuming all shares of CC Media’s Class B and Class C common stock are converted to shares of CC Media’s Class A common stock.

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(o)	Includes vested stock options representing 150,000 shares of Clear Channel Outdoor’s Class A common stock held by Mr. Randall T. Mays.

As of April 1, 2011, Mr. Randall T. Mays also held 235,579 shares of CC Media’s Class A common stock, 359,834 shares of unvested restricted Class A common stock of CC Media and stock options to purchase 413,850 shares of CC Media’s Class A common stock that are vested. In addition, Mr. Randall T. Mays held indirectly 102,168 shares of CC Media’s Class A common stock through RTM Partners, Ltd. Mr. Randall T. Mays controls the sole general partner of RTM Partners, Ltd. These holdings represented 4.62% of CC Media’s Class A common stock and 1.33% of CC Media’s Class A common stock assuming all shares of CC Media’s Class B and Class C common stock are converted to shares of CC Media’s Class A common stock.

(p)

Includes vested stock options and stock options that will vest within 60 days after April 1, 2011 collectively representing 22,499 shares of Clear Channel Outdoor’s Class A common stock and 313 shares of unvested restricted Class A common stock of Clear Channel Outdoor held by Ms. Marsha M. Shields.

(q)	Includes vested stock options and stock options that will vest within 60 days after April 1, 2011 collectively representing 22,499 shares of Clear Channel Outdoor’s Class A common stock and 313 shares of unvested restricted Class A common stock of Clear Channel Outdoor held by Mr. Dale W. Tremblay.

(r)

Includes vested stock options and stock options that will vest within 60 days after April 1, 2011 collectively representing 971,606 shares of Clear Channel Outdoor’s Class A common stock, 2,455 shares of Clear Channel Outdoor’s Class A common stock held indirectly through the 401(k) plan and 9,919 shares of unvested restricted Class A common stock of Clear Channel Outdoor held by such persons.

All directors and executive officers as a group were the beneficial owners of CC Media’s Class A common stock as follows: (1) 343,092 shares of CC Media’s Class A common stock held by such persons; (2) 719,668 shares of unvested restricted Class A common stock of CC Media held by such persons; (3) stock options to purchase 651,936 shares of CC Media’s Class A common stock that are vested and that will vest within 60 days after April 1, 2011; and (4) 132,138 shares of CC Media’s Class A common stock held indirectly. These holdings represented 7.61% of CC Media’s Class A common stock and 2.20% of CC Media’s Class A common stock assuming all shares of CC Media’s Class B common stock and CC Media’s Class C common stock are converted to shares of CC Media’s Class A common stock.

PROPOSAL 1: ELECTION OF DIRECTORS

Directors Randall T. Mays’ and Marsha M. Shields’ terms will end at the annual meeting and they are not standing for re-election. Our Board has nominated Thomas R. Shepherd and Christopher M. Temple for election as directors to replace them. The Board has nominated the three persons listed as nominees below for election as directors at the annual meeting of stockholders. Nominee Scott R. Wells currently is a director and is standing for re-election. Each of the directors elected at the annual meeting will serve a three year term or until his successor shall have been elected and qualified, subject to earlier death, resignation or removal. The directors are to be elected by a plurality of the votes cast at the annual meeting. Each nominee has agreed to be named in this proxy statement and to serve as director if elected. Should any nominee become unavailable for election, discretionary authority is conferred on the proxies to vote for a substitute. Management has no reason to believe that any of the nominees will be unable or unwilling to serve if elected.

The class of directors whose term would expire in 2011 (Class II) currently has two members, the class of directors whose term expires in 2012 (Class III) currently has three members and the class of directors whose term expires in 2013 (Class I) currently has four members. Pursuant to the requirement in our Bylaws that the number of directors in the classes be as nearly equal in number as is possible, Mr. Scott R. Wells, who currently is a member of Class I, has volunteered to stand for re-election at the annual meeting in 2011, and the Board has nominated Mr. Wells to serve as one of the Class II directors. We anticipate that Mr. Wells will tender his resignation as a Class I director if elected as a Class II director.

The following information, which is as of April 1, 2011, is furnished with respect to each of the nominees for election at our annual meeting and each of the other members of our Board:

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NOMINEES FOR DIRECTOR FOR TERMS EXPIRING IN 2014 (CLASS II)

Thomas R. Shepherd, age 81, is Chairman of TSG Equity Partners LLC, a Massachusetts venture capital and private equity investment firm that he co-founded in 1998, and also is a director of various privately-held companies. From 1986 through 1998, Mr. Shepherd served as a managing director of Thomas H. Lee Partners, L.P. (“THL”). Prior to joining THL, he previously served as President of GTE Lighting Products Group (GTE Sylvania) from 1983 through 1986, and was President of North American Philips Commercial Electronics Corporation from 1981 until 1983. Mr. Shepherd previously served as a director of General Nutrition Centers, Inc., Spectrum Brands, Inc. and Vermont Teddy Bear Co. Mr. Shepherd received a Master of Industrial and Labor Relations from Cornell University, a B.A. in Economics from Washington & Lee University and completed the executive program at the Tuck School of Business at Dartmouth University. Mr. Shepherd was selected to serve as a director because of his corporate and financial experience, including senior leadership roles in operations, management and private equity, as well as his service on multiple boards of directors.

Christopher M. Temple, age 43, is President of DelTex Capital LLC, a financial advisory and consulting firm. Mr. Temple served as the President of Vulcan Capital, the private investment group of Vulcan Inc. from May 2009 until December 2009, and as Vice President of Vulcan Capital from September 2008 to May 2009. Prior to joining Vulcan in September 2008, Mr. Temple served as a managing director at Tailwind Capital LLC from May 2008 to August 2008. Prior to joining Tailwind, Mr. Temple was a managing director at Friend Skoler & Co., Inc. from May 2005 to May 2008. From April 1996 to December 2004, Mr. Temple was a managing director at Thayer Capital Partners. Mr. Temple also serves as a director Plains All American Pipeline GP, LLC and previously served on the board of directors of Charter Communications, Inc. Additionally, Mr. Temple holds a B.B.A., magna cum laude, from the University of Texas and an M.B.A. from Harvard University, and previously was a licensed CPA serving clients in the energy sector with KPMG in Houston, Texas. Mr. Temple was selected to serve as a director because of his of financial and accounting knowledge, as well as his strategic experience gained through his private equity work and service on multiple boards of directors.

Scott R. Wells, age 42, has served as Operating Partner at Bain Capital since January 2011 and previously served as an Executive Vice President at Bain Capital since 2007. Mr. Wells also is one of the leaders of the firm’s operationally focused Portfolio Group. Prior to joining Bain Capital, he held several executive roles at Dell, Inc. from 2004 to 2007, most recently as Vice President of Public Marketing and On-line in the Americas. Prior to joining Dell, Mr. Wells was a Partner at Bain & Company, where he focused primarily on technology and consumer-oriented companies. Mr. Wells has been a member of our Board since August 2008. He has an M.B.A., with distinction, from the Wharton School of the University of Pennsylvania and a B.S. from Virginia Tech. Mr. Wells was selected to serve as a director for his experience in operations gained through his work serving as a senior executive at Dell and through his work as a consultant and for his experience in acquisitions and financings gained through his work in private equity at Bain Capital.

The Board recommends that you vote “For” the director nominees named above. Properly submitted proxies will be so voted unless stockholders specify otherwise.

DIRECTORS WHOSE TERMS WILL EXPIRE IN 2012 (CLASS III)

Margaret W. Covell, age 45, has served as a Managing Director at THL since 2006. Ms. Covell is a senior leader in THL’s Strategic Resource Group, which works in collaboration with senior management and THL investment professionals to drive value at portfolio companies. Prior to joining THL, Ms. Covell was a Partner at the Monitor Group, a global strategic advisory firm, where she led the firm’s Operations Strategy business unit. Ms. Covell has been a member of our Board since August 2008. Ms. Covell was selected to serve as a director based on her experience in evaluating strategies, operations and risks gained through her work in management consulting.

Mark P. Mays, age 47, served as our Chief Executive Officer since August 2005 and our Chairman since 2009. He has been a member of our Board since April 1997. Mr. Mark P. Mays was appointed as Chairman and Chief Executive Officer and a director of our indirect parent entity, CC Media, on July 30, 2008, and as President in January 2010. He retired as our Chief Executive Officer and as President and Chief Executive Officer of CC Media on March 31, 2011, but continues to serve as our Chairman and a director. CC Media, as our indirect parent entity, has been actively searching for a replacement but, to date, has not identified a permanent successor. Mr. Mark P. Mays also previously served as President and Chief Operating Officer of another indirect parent entity, Clear Channel Communications, Inc., from February 1997 until his appointment as its President and Chief Executive Officer in October 2004. He relinquished his duties as President of Clear Channel Communications, Inc. in February 2006 until he was reappointed as President in January 2010. Mr. Mark P. Mays retired as President and Chief Executive Officer of Clear Channel Communications, Inc. on March 31, 2011. He has been one of Clear Channel Communications, Inc.’s directors since May 1998 and its Chairman since July 2008. Mr. Mark P. Mays is the brother of Randall T. Mays, our former Chief Financial Officer and a current director of ours, and the Vice Chairman and a director of CC Media and a director of Clear Channel Communications, Inc. Mr. M. Mays was selected to serve as a director because of his service as our Chief Executive Officer as well as his experience in the industry.

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Dale W. Tremblay, age 52, has served as President and Chief Executive Officer of C.H. Guenther & Son, Inc., a food marketing and manufacturing company, since July 2001. Prior to joining C.H. Guenther & Son, Inc., Mr. Tremblay was an officer at the Quaker Oats Company, where he was responsible for all Worldwide Foodservice Businesses. Mr. Tremblay has been a member of our Board since November 2005. He currently serves on the Advisory Board for the Michigan State University Financial Analysis Lab and on the Advisory Board of the Federal Reserve Bank of Dallas. Mr. Tremblay was selected to serve as a director based on his operational and managerial expertise gained through building and managing a large privately-held company.

DIRECTORS WHOSE TERMS WILL EXPIRE IN 2013 (CLASS I)

Blair E. Hendrix, age 46, is a Managing Director of Bain Capital Investors, LLC (“Bain Capital”) and one of the leaders of the firm’s operationally focused Portfolio Group. Mr. Hendrix joined Bain Capital in 2000. Prior to joining Bain Capital, Mr. Hendrix was Executive Vice President and Chief Operating Officer of DigiTrace Care Services, Inc. (now SleepMed), a national healthcare services company he co-founded. Earlier in his career, Mr. Hendrix was employed by Corporate Decisions, Inc. (now Oliver Wyman), a management consulting firm. Mr. Hendrix also serves as a director of Clear Channel Communications, Inc., CC Media and Keystone Automotive Operations, Inc., and has previously served as a director of Innophos Holdings, Inc. and SMTC Corporation. Mr. Hendrix received a B.A. from Brown University, awarded with honors. Mr. Hendrix has been a member of our Board since August 2008. Mr. Hendrix was selected to serve as a director because of his operational knowledge gained through his experience with Bain Capital and in management consulting.

Douglas L. Jacobs, age 63, has been self-employed since 2003. He was the Executive Vice President and Treasurer for FleetBoston Financial Group from 1995 to 2003. His career began at Citibank in 1972, where he ultimately assumed the position of Division Executive for the Investment Banking Group’s MBS Group. Mr. Jacobs’ other directorships include American General Finance Inc., Doral Financial Corporation and Fortress Investment Group LLC. His previous directorships include ACA Capital Holdings, Inc., Global Signal Inc. and Hanover Capital Mortgage Holdings, Inc. Mr. Jacobs holds a B.A. from Amherst College and an M.B.A. from the Wharton School of Business at the University of Pennsylvania. Mr. Jacobs has been a member of our Board since May 2010. Mr. Jacobs was selected to serve as a director for his operational, financial and capital markets experience as well as his experience evaluating risks gained through his service as an executive and as a director of several financial institutions.

Daniel G. Jones, age 36, is a Director at THL and is part of the firm’s Strategic Resource Group, which works in collaboration with senior management and THL investment professionals to drive value at portfolio companies. Prior to joining THL in 2007, Mr. Jones was a management consultant at the Monitor Group, a global strategic advisory firm, from 2004 to 2008. He also served as account leader at Monitor Clipper Fund. Before Monitor, Mr. Jones worked in a variety of corporate finance roles, lastly as Financial Project Manager and Deputy to the Chief Financial Officer at LAN Airlines, the leading Latin American passenger and cargo airline. Mr. Jones has been a member of our Board since August 2008. He holds a B.A. from Dartmouth College and an M.B.A. from the MIT Sloan School of Management. Mr. Jones was selected to serve as a director for his experience in acquisitions and financings gained through his work in private equity at THL and his experience in evaluating strategies, operations and risks gained through his work as a consultant.

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PROPOSAL 2: ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION

We are asking our stockholders to approve an advisory resolution on our executive compensation as reported in this proxy statement. As described below in the “Compensation Discussion and Analysis” section of this proxy statement, we believe that compensation of our named executive officers should be directly and materially linked to operating performance. The fundamental objective of our compensation program is to attract, retain, and motivate top quality executives through compensation and incentives which are competitive with the various labor markets and industries in which we compete for talent and which align the interests of our executives with the interests of our stockholders.

Overall, we have designed our compensation program to:

support our business strategy and business plan by clearly communicating what is expected of executives with respect to goals and results and by rewarding achievement;

recruit, motivate and retain executive talent; and

align executive performance with stockholder interests.

We urge stockholders to read the “Compensation Discussion and Analysis” beginning on page 18 of this proxy statement, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and other related compensation tables and narrative, appearing on pages 27 through 47 of this proxy statement, which provide detailed information on the compensation of our named executive officers.

In accordance with recently adopted Section 14A of the Securities Exchange Act of 1934, as amended, and as a matter of good corporate governance, we are asking stockholders to approve the following advisory resolution at our annual meeting:

RESOLVED, that the stockholders of the Company approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the proxy statement for the Company’s 2011 annual meeting of stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative.

This resolution, commonly referred to as a “say-on-pay” resolution, is advisory, which means that the vote is not binding on Clear Channel Outdoor, our Board or our Compensation Committee. The vote on this resolution is not intended to address any specific element of compensation, but rather is related to the overall compensation of our named executive officers, as described in this proxy statement pursuant to the rules of the SEC. Although non-binding, the Board and the Compensation Committee will review and consider the voting results when making future decisions regarding our executive compensation program.

The Board recommends that you vote “For” approval of the advisory resolution on executive compensation above. Properly submitted proxies will be so voted unless stockholders specify otherwise.

PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES

ON EXECUTIVE COMPENSATION

Pursuant to recently adopted Section 14A of the Securities Exchange Act of 1934, as amended, we are asking our stockholders to vote on whether future advisory votes on executive compensation of the nature reflected above in Proposal 2 should occur every year, every two years or every three years. Stockholders also may abstain from voting.

After careful consideration, the Board recommends that future advisory votes on executive compensation occur every three years (triennially). We believe that an advisory vote on executive compensation that occurs every three years will provide our stockholders with sufficient time to evaluate the effectiveness of our overall compensation philosophy, policies and practices in the context of our long-term business results, while avoiding over-emphasis on short term variations in compensation and business results. We also believe that an advisory vote once every three years is an appropriate frequency to provide sufficient time for us to thoughtfully consider the views of our stockholders and implement any appropriate changes to our executive compensation program. An advisory vote once every three years also will permit our stockholders to observe and evaluate the impact of any changes to our executive compensation policies and practices that have occurred since the last advisory vote on executive compensation, including any changes made in response to the outcome of the prior advisory vote on executive compensation.

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The vote is advisory, which means that the vote is not binding on Clear Channel Outdoor, our Board or our Compensation Committee. The Board will consider the frequency that receives the highest number of votes to be the frequency selected by our stockholders, regardless of whether that frequency receives a majority of the votes cast. However, because this vote is advisory and not binding in any way, the Board may decide that it is in the best interest of the stockholders and Clear Channel Outdoor to hold an advisory vote on executive compensation more or less frequently than the option selected by our stockholders.

The proxy card provides stockholders with the opportunity to choose from among four options (holding the vote every one, two or three years, or abstaining from voting) and, therefore, stockholders will not be voting to approve or disapprove the recommendation of our Board.

The Board recommends that you vote “For” the option of once every three years as the preferred frequency for advisory votes on executive compensation. Properly submitted proxies will be so voted unless stockholders specify otherwise.

COMPENSATION COMMITTEE REPORT

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

Respectfully submitted,

THE COMPENSATION COMMITTEE

Dale W. Tremblay, Chairman

Douglas L. Jacobs

COMPENSATION DISCUSSION AND ANALYSIS

The following compensation discussion and analysis contains statements regarding company and individual performance measures and other goals. These goals are disclosed in the limited context of Clear Channel Outdoor’s executive compensation program and should not be understood to be statements of management’s expectations or estimates of results or other guidance. Further, the company performance measures used for purposes of executive compensation, as described more fully below, differ from segment results reported in our financial statements. Segment results are used to measure the overall financial performance of the Company’s segments, while the performance measures used for compensation purposes are used in connection with assessing the performance of executives. Clear Channel Outdoor specifically cautions investors not to apply the following discussion to other contexts.

OVERVIEW AND OBJECTIVES OF OUR COMPENSATION PROGRAM

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

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Overall, Clear Channel Outdoor has designed its compensation program to:

support its business strategy and business plan by clearly communicating what is expected of executives with respect to goals and results and by rewarding achievement;

recruit, motivate and retain executive talent; and

align executive performance with stockholder interests.

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

annual base salary;

an annual incentive bonus, the amount of which is dependent on the performance of Clear Channel Outdoor and, for certain executives, individual performance;

long-term incentive compensation, delivered in the form of equity awards that are awarded based on competitive pay practices and other factors described below, and that are designed to align the executives’ interests with those of stockholders by rewarding outstanding performance and providing long-term incentives; and

other executive benefits and perquisites.

CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER COMPENSATION

Mr. Mark P. Mays simultaneously served as our Chief Executive Officer and as the President and Chief Executive Officer of our indirect parent, CC Media, until March 31, 2011. Our former Chief Financial Officer, Mr. Randall T. Mays, simultaneously served as Chief Financial Officer of CC Media until January 4, 2010. Mr. Thomas W. Casey became our Executive Vice President and Chief Financial Officer and the Executive Vice President and Chief Financial Officer of CC Media effective as of January 4, 2010.

Our Chief Executive Officer and Chief Financial Officer are compensated by CC Media, and a portion of the personnel and personnel-related costs associated with their services are allocated to us pursuant to a Corporate Services Agreement between us and Clear Channel Management Services, L.P. (now known as Clear Channel Management Services, Inc.). See the “Certain Relationships and Related Party Transactions—CC Media Holdings, Inc.—Corporate Services Agreement” section of this proxy statement. The compensation for our Chief Executive Officer and Chief Financial Officer is set by the Compensation Committee and Executive Performance Subcommittee (the “Subcommittee”) of the Board of Directors of CC Media. Clear Channel Outdoor’s Compensation Committee has no involvement in recommending or approving the compensation of our Chief Executive Officer and Chief Financial Officer.

Pursuant to the Corporate Services Agreement referenced above, a portion of Messrs. Mark P. Mays’ and Thomas W. Casey’s base salary, annual bonus and certain elements of the compensation reported for them as “All Other Compensation” was allocated to us for 2010, as reflected in the Summary Compensation Table set forth below and described in footnote (f) thereto. A portion of Mr. Casey’s signing bonus that he received in January 2010 also was allocated to us pursuant to the Corporate Services Agreement. Additionally, upon termination or a change in control, a portion of certain payments that would be due to Messrs. Mark P. Mays and Thomas W. Casey would be allocated to us, as reflected in the Potential Payments upon Termination or Change in Control table set forth below. These allocations were or would be made, as applicable, based on Clear Channel Outdoor’s OIBDAN (as defined below) as a percentage of Clear Channel Communications Inc.’s OIBDAN. Accordingly, for 2010, 41% of their base salary, annual bonus, signing bonus and certain elements of the compensation reported for them as “All Other Compensation” were allocated to us. Clear Channel Outdoor and CC Media considered these allocations to be a reflection of the utilization of the services provided to us.

All references in this Compensation Discussion and Analysis to compensation policies and practices for Clear Channel Outdoor’s executive officers should be read to exclude the compensation policies and practices applicable to our Chief Executive Officer and Chief Financial Officers who served during 2010 and any other executive officer whose compensation was determined by CC Media. Accordingly, references in this Compensation Discussion and Analysis to our named executive officers are intended to include, collectively, C. William Eccleshare, the Chief Executive Officer of our International division; Ronald H. Cooper, the Chief Executive Officer of our Americas division; and Jonathan D. Bevan, the Chief Operating Officer for our International division.

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COMPENSATION PRACTICES

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

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

the terms of any employment agreement;

the recommendations of the Chief Executive Officer, the Chief Executive Officer-Americas and Chief Executive Officer - International (other than recommendations for themselves);

the value of previous equity awards;

internal pay equity considerations; and

broad trends in executive compensation generally.

The goal is to award compensation that is reasonable when all elements of potential compensation are considered.

ELEMENTS OF COMPENSATION

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

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

Base Salary

Purpose. The objective of base salary is to compensate an executive for job responsibilities, value to Clear Channel Outdoor, and individual performance with respect to market competitiveness. As discussed above, the compensation for the Chief Executive Officer and the Chief Financial Officer is set by CC Media. As a result, Clear Channel Outdoor did not consider modifications to the base salaries of those named executive officers during 2010.

Administration. Base salaries for executive officers are reviewed on an annual basis and at the time of promotion or other change in responsibilities. In general, any increases in salary are based on the subjective evaluation of such factors as the level of responsibility, individual performance, level of pay both of the executive in question and other similarly situated executives and competitive pay practices. All decisions regarding increasing or decreasing an executive officer’s base salary will be made within the scope of his respective employment agreement, if any. In the case of our named executive officers, each of their employment agreements contains a minimum level of base salary, as described below under “Executive Compensation—Employment Agreements with the Named Executive Officers.”

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In reviewing base salaries, the Compensation Committee considers the importance of linking a significant proportion of the named executive officer’s compensation to performance in the form of the annual incentive bonus (plus any annual discretionary bonus), which is tied to Clear Channel Outdoor’s financial performance measures, individual performance, or a combination of both, as well as long-term incentive compensation.

Analysis. In setting compensation for 2010, the Compensation Committee was primarily concerned with the continued impact of global economic conditions and their effect on the businesses and markets of Clear Channel Outdoor. Consequently, the annual base salaries of the named executive officers remained unchanged from their 2009 annual base salaries. For a more detailed description of the employment agreements of the named executive officers, please refer to “Executive Compensation—Employment Agreements with the Named Executive Officers.”

Annual Incentive Bonus

Purpose. Clear Channel Outdoor’s executive compensation program provides for an annual incentive bonus that is performance-linked. The objective of the annual incentive bonus compensation element is to compensate an executive based on the achievement of specific goals that are intended to correlate closely with long-term growth of stockholder value. In conjunction with the annual incentive bonus awards, the Compensation Committee also may provide annual discretionary bonuses to our executive officers, which also are based on Clear Channel Outdoor’s financial performance, individual performance or a combination of both. As discussed above, the compensation for the Chief Executive Officer and the Chief Financial Officer is set by CC Media. As a result, Clear Channel Outdoor did not consider providing annual incentive bonus compensation to those named executive officers during 2010.

Administration. Each of our named executive officers, other than Messrs. Mark P. Mays, Thomas W. Casey and Randall T. Mays, participates in the Clear Channel Outdoor 2006 Annual Incentive Plan (the “Annual Incentive Plan”). The Annual Incentive Plan is administered by the Compensation Committee and is intended to provide an incentive to the named executive officers and other selected key executives to contribute to the growth, profitability, and value of Clear Channel Outdoor and to retain such executives. Under the Annual Incentive Plan, participants are eligible for performance-based awards, which represent the conditional right to receive cash or other property based upon the achievement of pre-established performance goals within a specified performance period. Awards granted under the Annual Incentive Plan are intended to qualify for the performance-based compensation exception under Section 162(m) of the Internal Revenue Code.

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

The 2010 annual incentive bonus was paid in cash in March of 2011, and is reflected in the Non-Equity Incentive Compensation Plan column of the Summary Compensation Table. The aggregate annual incentive bonus is determined according to the level of achievement of the objective performance goals and any individual performance goals, as applicable. Below a minimum threshold level of performance, no awards may be granted pursuant to the objective performance goal, and the Compensation Committee may, in its discretion, reduce the awards pursuant to either objective or individual performance goals, as applicable.

The annual incentive bonus process for each of the named executive officers involves four basic steps:

at the outset of the fiscal year:

set performance goals for the year for Clear Channel Outdoor and the operating divisions;

set individual performance goals for each participant; and

set a target bonus for each participant; and

after the end of the fiscal year, measure actual performance against the predetermined goals of Clear Channel Outdoor and the operating divisions and any individual performance goals to determine the bonus.

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In addition, for 2010, the Compensation Committee awarded discretionary bonuses to certain executive officers under the Annual Incentive Plan, using a process similar to the annual incentive bonus award process described above. At the beginning of the performance period, the Compensation Committee established an incentive pool to be awarded for performance achieved above company-wide and operating division financial targets. After the end of the fiscal year, the Compensation Committee members determined, in their sole discretion, the amounts of this incentive pool (if any) to award to each executive officer based on their subjective review of each executive officer’s overall performance. The discretionary bonus awards for 2010 were paid in cash in March of 2011, simultaneously with the annual incentive bonus awards for 2010, and are included in the Bonus column of the Summary Compensation Table.

Analysis. In determining whether the 2010 financial performance goals were met, the Compensation Committee considered the financial results of Clear Channel Outdoor from January 1, 2010 to December 31, 2010. For 2010, the performance-based goals applicable to the named executive officers are set forth below:

C. William Eccleshare

Mr. Eccleshare’s target bonus for 2010 was set at $753,100, with 75% attributed to achieving OIBDAN in the International division of $266 million and 25% attributed to achieving the other qualitative performance objectives described below. His maximum bonus for 2010 was set at $1,506,200. For purposes of calculating his bonus, OIBDAN is the Company’s OIBDAN before restructuring charges, which is defined as consolidated net income (loss) adjusted to include the results of non-consolidated joint ventures as if they were consolidated, and adjusted to exclude the following items: non-cash compensation expense; income tax benefit (expense); other income (expense)-net; equity in earnings (loss) of nonconsolidated affiliates; gain (loss) on marketable securities; interest expense; other operating income (expense)-net; depreciation and amortization; impairment charges; restructuring charges, the impact of foreign currency and other items, except only for the International division. We believe OIBDAN best reflects operating performance. Mr. Eccleshare’s individual qualitative performance objectives for 2010 consisted of: (1) achieving OIBDAN in the International division of $266 million; (2) successful deployment of a specified project throughout the International division; (3) developing a three-year plan, including digital strategy; (4) growing revenue faster than competitors in Europe and Asia; (5) developing a long term management strategy for China; and (6) identifying opportunities for leveraging cross-divisional synergies. The 2010 International division OIBDAN was approximately $307 million, which exceeded the OIBDAN target and, in connection with his performance against his qualitative performance objectives described above, resulted in Mr. Eccleshare receiving an annual incentive bonus of $1,296,837. In addition, based on the subjective review of Mr. Eccleshare’s performance by the Compensation Committee members, Mr. Eccleshare received an additional $199,260 discretionary bonus for 2010 as part of the incentive pool funded based on above-target financial performance as described above, for an aggregate 2010 bonus of $1,496,097.

Ronald H. Cooper

Mr. Cooper’s target bonus for 2010 was set at $1,000,000, with 70% attributed to achieving OIBDAN in the Americas division of $480 million and 30% attributed to achieving the other qualitative performance objectives described below. His maximum bonus for 2010 was set at $2,000,000. For purposes of calculating his bonus, OIBDAN is the Company’s reportable OIBDAN before restructuring charges, which is defined as consolidated net income (loss) adjusted to exclude the following items: non-cash compensation expense; income tax benefit (expense); other income (expense)-net; equity in earnings (loss) of nonconsolidated affiliates; gain (loss) on marketable securities; interest expense; other operating income (expense)-net; depreciation and amortization; impairment charges; restructuring charges and other items, except only for the Americas division. Mr. Cooper’s individual qualitative performance objectives for 2010 consisted of: (1) achieving OIBDAN in the Americas division of $480 million; (2) increasing revenue faster than others in the industry; (3) developing a three-year strategic plan; (4) increasing digital deployment; and (5) creating an operating partnership with the corporate services group. The 2010 Americas division OIBDAN was approximately $494 million, which exceeded the OIBDAN target and, in connection with his performance against the qualitative performance objectives described above, resulted in Mr. Cooper receiving an annual incentive bonus of $1,031,500. In addition, based on the subjective review of Mr. Cooper’s performance by the Compensation Committee members, Mr. Cooper received an additional $150,000 discretionary bonus for 2010 as part of the incentive pool funded based on above-target financial performance as described above, for an aggregate 2010 bonus of $1,181,500.

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Jonathan D. Bevan

Mr. Bevan’s target bonus for 2010 was set at $371,460, with (1) 75% attributed to achieving OIBDAN in the International division of $266 million and (2) 25% attributed to achieving certain cost-savings initiatives, overseeing financial reporting and qualitatively evaluated initiatives deemed critical to our short and long-term success. His maximum bonus for 2010 was set at $631,482. For purposes of calculating his bonus, OIBDAN was calculated in the manner described above for Mr. Eccleshare. The 2010 International division OIBDAN was approximately $307 million, which exceeded the OIBDAN target and, in connection with his performance against his qualitative performance objectives described above, resulted in Mr. Bevan receiving an annual incentive bonus of $523,573. In addition, based on the subjective review of Mr. Bevan’s performance by the Compensation Committee members, Mr. Bevan received an additional $98,623 discretionary bonus for 2010 as part of the incentive pool funded based on above-target financial performance as described above, for an aggregate 2010 bonus of $622,196.

Long-Term Incentive Compensation

Purpose. The long-term incentive compensation element provides an award that is performance-based. The objective of the program is to align compensation of the executive officers over a multi-year period directly with the interests of stockholders of Clear Channel Outdoor by motivating and rewarding creation and preservation of long-term stockholder value. In general, the level of long-term incentive compensation is determined based on an evaluation of competitive factors in conjunction with total compensation provided to the executive officers and the overall goals of the compensation program described above. Long-term incentive compensation may be paid in cash, stock options, restricted stock and/or restricted stock units. As described above, the compensation for the Chief Executive Officer and the Chief Financial Officer is set by CC media. As a result, Clear Channel Outdoor did not consider providing long-term incentive compensation to those named executive officers during 2010.

Administration. Clear Channel Outdoor’s 2005 Stock Incentive Plan (the “Stock Incentive Plan”) is moderately broad-based, with 476 employees at all levels holding outstanding stock incentive awards as of April 1, 2011. See “Executive Compensation—Grants of Plan-Based Awards” for a more detailed description of the Stock Incentive Plan. Equity ownership for executive officers and employees is important for purposes of incentive, retention and alignment with stockholders.

In 2010, the Compensation Committee granted the named executive officers long-term incentive compensation in the form of stock options and, in the case of Mr. Eccleshare, restricted stock units. These two vehicles reward stockholder value creation in slightly different ways. Stock options (which have an exercise price equal to our common stock closing price at the date of grant) reward executives only if such stock price increases over the stock options’ exercise price. However, with respect to restricted stock units, the named executive officers generally receive compensation immediately upon vesting of such awards whether such common stock price has or has not increased from the grant date of such awards. To help ensure our named executive officers are focused on creating stockholder value through appreciation of Clear Channel Outdoor’s common stock price, the named executive officers each received long-term incentive compensation in the form of stock options in 2010. In addition, Mr. Eccleshare received an award of restricted stock units in 2010 to provide additional value to Mr. Eccleshare that the Compensation Committee originally intended to deliver through the terms of his employment agreement.

Stock Options. The long-term incentive compensation element calls for stock options to be granted with respect to shares of Class A common stock with exercise prices of not less than fair market value of Clear Channel Outdoor’s common stock on the date of grant and with a 10-year term. Clear Channel Outdoor typically defines fair market value as the closing price on the date of grant. Vesting schedules are set by the Compensation Committee in their discretion and vary per named executive officer, as further described below. All vesting is contingent on continued employment, with rare exceptions made by the Compensation Committee. See “Executive Compensation—Potential Post-Employment Payments” for a description of the treatment of the named executive officers’ stock option awards upon termination or change in control. All decisions to award the named executive officers stock options are in the sole discretion of the Compensation Committee.

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Restricted Stock or Restricted Stock Unit Awards. Long-term incentive compensation also may be granted to our named executive officers in the form of restricted stock or restricted stock unit awards. Vesting schedules are set by the Compensation Committee in their discretion and vary per named executive officer, as further described below. All vesting is contingent on continued employment, with rare exceptions made by the Compensation Committee. See “Executive Compensation—Potential Post-Employment Payments” for a description of the treatment of the named executive officers’ restricted stock and restricted stock unit awards upon termination or change in control. All decisions to award the named executive officers restricted stock or restricted stock units are in the sole discretion of the Compensation Committee.

Analysis. Total stock options representing 141,037 shares, 66,667 shares and 63,451shares of Clear Channel Outdoor’s Class A common stock were granted to Messrs. Eccleshare, Cooper and Bevan, respectively, during 2010 under the Stock Incentive Plan. Messrs. Eccleshare and Cooper received stock option awards in 2010 pursuant to their employment agreements, which were entered into during 2009. Mr. Bevan received stock options in 2010 in conjunction with the annual equity award provided to certain other employees by Clear Channel Outdoor. The amount of stock option awards provided to Mr. Bevan in 2010 was based upon: (1) general performance; (2) internal pay equity relative to other key employees of Clear Channel Outdoor; and (3) the value of equity awards granted in prior years. The amount of stock options awarded to Messrs. Eccleshare and Cooper was based upon the negotiation of their respective employment agreements during 2009. A portion of the stock options awarded to Mr. Eccleshare in 2010 contain performance-based vesting conditions, as set forth in his employment agreement. Mr. Eccleshare also received an award of 7,507 restricted stock units, as described above.

As mentioned above, the Compensation Committee typically considers internal pay equity when determining the amount of restricted stock units and stock options to grant to our named executive officers. However, the Committee does so broadly and does not have a specific policy, or seek to follow established guidelines or formulas, to maintain a particular ratio of long-term incentive compensation among the named executive officers or other executives of Clear Channel Outdoor. For further information about the stock options and restricted stock units awarded during 2010, please refer to the “Grants of Plan-Based Awards” and the “Employment Agreements with the Named Executive Officers” sections appearing later under the “Executive Compensation” heading in this proxy statement.

Equity Award Grant Timing Practices

Regular Annual Equity Award Grant Dates. The grant date for regular annual stock options and other equity awards, as applicable, for employees, including the named executive officers and for our independent directors, typically is in February.

Employee New Hires/Promotions Grant Dates. Grants of stock options and other equity awards, if any, to newly-hired or newly promoted employees generally are made at the regularly scheduled meeting of the Compensation Committee immediately following the hire or promotion. However, timing may vary as provided in a particular employee’s agreement or to accommodate the Compensation Committee.

Initial Equity Award Grant Dates for Newly-Elected Independent Directors. Grants of stock options and other equity awards, as applicable, to newly-elected independent directors generally are made at the regularly scheduled meeting of the Board of Directors following their election. If an independent director is appointed between regularly scheduled Board meetings, then grants of stock options and other equity awards, as applicable, generally are made at the first meeting in attendance after such appointment.

Timing of Equity Awards. Clear Channel Outdoor does not have a formal policy on timing equity awards in connection with the release of material non-public information to affect the value of compensation. In the event that material non-public information becomes known to the Compensation Committee prior to granting equity awards, the Compensation Committee will take the existence of such information under advisement and make an assessment in its business judgment whether to delay the grant of the equity award in order to avoid any potential impropriety.

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Executive Benefits and Perquisites

Clear Channel Outdoor provides the following personal benefits to one or more of the named executive officers: (1) certain pension benefits in the United Kingdom; (2) personal club dues; (3) company matching 401(k) contributions; (4) relocation expenses and related tax gross-up payments; (5) private medical insurance in the United Kingdom; and (6) transportation and automobile allowances in the United Kingdom.

Clear Channel Outdoor has agreed to reimburse Mr. Cooper for all reasonable expenses and related tax gross-ups in connection with his commute from Denver, Colorado to Phoenix, Arizona and certain housing expenses until no later than August 2012. In addition, Clear Channel Outdoor reimbursed him for legal fees that he incurred in the negotiation of his employment agreement.

Mr. Eccleshare participates in a private pension scheme (not sponsored by Clear Channel Outdoor) and, pursuant to his employment agreement, is entitled to have the Company contribute a portion of his salary to the private pension scheme. The pension scheme provides pension income at retirement based upon contributions made during the employee’s years of participation. Mr. Eccleshare is required to make contributions to this scheme in order for the Company to make contributions. He also receives a car allowance, private medical insurance and personal club dues.

Mr. Bevan participates in the Clear Channel UK Defined Benefit Pension Scheme, which is a pension plan that we sponsor for certain employees in the United Kingdom. The pension scheme provides pension income at retirement based on service and salary at retirement. Participation is elective, and participants are required to contribute to the pension scheme if they participate. The pension scheme is closed to new entrants, but approximately one-quarter of United Kingdom employees participate in the pension scheme. See the discussion of the pension scheme with respect to Mr. Bevan under “Executive Compensation—Pension Benefits” set forth below in this proxy statement. He also is eligible for private medical insurance and a transportation and automobile allowance.

The Compensation Committee believes that the above benefits provide a more tangible incentive than an equivalent amount of cash compensation. In determining the named executive officers’ total compensation, the Compensation Committee reviews these benefits and perquisites. However, as these benefits and perquisites represent a relatively insignificant portion of the named executive officers’ total compensation, it is unlikely that they will materially influence the Compensation Committee’s decision in setting such named officers’ total compensation. For further discussion of these benefits and perquisites, please refer to the Summary Compensation Table included in this proxy statement, as well as the All Other Compensation table included in footnote (d) to the Summary Compensation Table. For further information about other benefits provided to the named executive officers, please refer to “Executive Compensation—Employment Agreements with the Named Executive Officers.”

Severance Arrangements

Pursuant to their respective employment agreements, each of our named officers is entitled to certain payments and benefits in certain termination situations or upon a change in control. For further discussion of these payments and benefits, see “Executive Compensation—Potential Post-Employment Payments” set forth below in this proxy statement.

Roles and Responsibilities

Role of the Committee. The Compensation Committee is primarily responsible for conducting reviews of Clear Channel Outdoor’s executive compensation policies and strategies and overseeing and evaluating Clear Channel Outdoor’s overall compensation structure and programs. As described above under “The Board of Directors—Committees of the Board,” the Compensation Committee’s responsibilities include, but are not limited to:

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evaluating and approving goals and objectives relevant to the compensation of the named executive officers, and evaluating the performance of the executives in light of those goals and objectives;

determining and approving the compensation level of the named executive officers;

evaluating and approving all grants of equity-based compensation to the named executive officers;

recommending to the Board of Directors compensation policies for independent directors; and

reviewing performance-based and equity-based incentive plans for the named executive officers and reviewing other benefit programs presented to the Committee by the Chief Executive Officer, the Chief Executive Officer-Americas and the Chief Executive Officer-International.

Role of Executive Officers. For 2010, Mr. Mark P. Mays, Mr. Cooper (with respect to the Americas division) and Mr. Eccleshare (with respect to the International division) each were involved in recommending the form and amount of executive compensation (other than for themselves). They jointly provided reviews and recommendations for the Compensation Committee’s consideration and assisted the Compensation Committee to manage Clear Channel Outdoor’s executive compensation programs, policies, and governance. Their direct, joint responsibilities include, but are not limited to:

providing an ongoing review of the effectiveness of the compensation programs, including competitiveness and alignment with Clear Channel Outdoor’s objectives;

recommending changes and new programs, if necessary, to ensure achievement of all program objectives; and

recommending pay levels, payout and awards for executive officers (other than recommendations for themselves).

The Compensation Committee has the responsibility for administrating performance awards under the Annual Incentive Plan in accordance with Section 162(m) of the Internal Revenue Code. These duties included, among other things, setting the performance period, setting the performance goals, and certifying the achievement of the predetermined performance goals by each named executive officer.

TAX AND ACCOUNTING TREATMENT

Deductibility of Executive Compensation

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

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

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

Accounting for Stock-Based Compensation

Clear Channel Outdoor accounts for stock-based payments, including awards under the 2005 Stock Incentive Plan, in accordance with the requirements of ASC 718 (formerly Statement of Financial Accounting Standards No. 123(R)).

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EXECUTIVE COMPENSATION

The Summary Compensation Table below provides compensation information for the years ended December 31, 2010, 2009 and 2008 for the principal executive officer (“PEO”), principal financial officers (“PFO”) serving during 2010 and each of the three next most highly compensated executive officers of Clear Channel Outdoor for services rendered in all capacities (collectively, the “named executive officers”). As described below under “Certain Relationships and Related Party Transactions—CC Media Holdings, Inc.—Corporate Services Agreement,” a portion of the compensation for 2010, 2009 and 2008 for each of Messrs. Mark P. Mays and Thomas W. Casey and for 2009 and 2008 for Mr. Randall T. Mays was allocated to us in recognition of their services provided to us. Those allocated amounts are reflected in the Summary Compensation Table below, along with any compensation that we or our subsidiaries provided to them directly.

SUMMARY COMPENSATION TABLE

Summary Compensation Table

Name and Principal Position	Year	Salary ($)			Bonus(a) ($)			Stock Awards(b) ($)		Option Awards(b) ($)			Non-Equity Incentive Plan Compensation(c) ($)			Change in Pension Value And Nonqualified Deferred Compensation Earnings ($)			All Other Compensation(d) ($)			Total ($)
Mark P. Mays – Chairman (PEO)(e)	2010		416,907	(f) (g)		—			—		—			1,088,051	(f)		—			11,322	(f)		1,516,280
	2009		234,750	(f) (g)		—			—		—			97,035	(f)		—			10,176	(f)		341,961
	2008		384,926	(f) (g)		—			—		—			1,845,000	(f)		—			18,330	(f)		2,248,256

Thomas W. Casey – Executive Vice President and Chief Financial Officer (PFO)(h)	2010		307,500	(f)		266,500	(f)		—		—			539,007	(f)		—			471,660	(f)		1,584,667



Randall T. Mays – Former Chief Financial Officer (PFO)(i)	2010		—			—			—		—			—			—			—			—
	2009		217,813	(f)		—			—		—			97,035	(f)		—			8,062	(f)		322,910
	2008		358,750	(f)		—			—		—			1,845,000	(f)		—			15,768	(f)		2,219,518

C. William Eccleshare – Chief Executive Officer – International(j)	2010		771,118	(g)		199,260			104,648		582,557	(k)		1,296,837			—			178,041			3,132,461



Ronald H. Cooper –Chief Executive Officer — Americas(l)	2010		775,000			150,000			—		528,891			1,031,500			—			88,866			2,574,257
	2009		20,865			—			1,354,500		1,551,000			—			—			—			2,926,365


Jonathan D. Bevan – Chief Operating Officer —International(m)	2010		389,478	(g)		98,623			—		348,961			523,573			234,124	(n)		109,236			1,703,995
	2009		353,347	(g)		—			—		186,952			38,587			220,551	(n)		94,645			894,082
	2008		395,193	(g)		—			—		390,731			—			—			111,028			896,952

__________________

(a)

For Mr. Casey for 2010, the amount reflects a discretionary bonus award under CC Media’s 2008 Incentive Plan and a $500,000 signing bonus that he received upon joining CC Media. In the case of Messrs. Eccleshare, Cooper and Bevan, the amounts reflect cash payments by Clear Channel Outdoor for 2010 as discretionary bonus awards under Clear Channel Outdoor’s 2006 Annual Incentive Plan. See “Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive Bonus.”

(b)

The amounts shown in the Stock Awards column for 2010 and 2009 reflect the full grant date fair value of time-vesting restricted stock or restricted stock units awarded to the named executive officers in 2010 and 2009, respectively, computed in accordance with the requirements of ASC Topic 718, but excluding any impact of estimated forfeiture rates as required by SEC regulations. Restricted stock and restricted stock units were not awarded to the named executive officers in 2008. For time-vesting restricted stock and restricted stock unit awards, the grant date fair value is based on the closing price of our Class A common stock on the date of grant.

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The amounts shown in the Option Awards column for 2010, 2009 and 2008 reflect the full grant date fair value of time-vesting stock options awarded to the named executive officers in 2010, 2009 and 2008, respectively, computed in accordance with the requirements of ASC Topic 718, but excluding any impact of estimated forfeiture rates as required by SEC regulations.

The fair value of each time-vesting stock option awarded to the named executive officers in 2010 was estimated, based on several assumptions, on the date of grant using a Black-Scholes option valuation model. The fair value and assumptions used for the stock option awards to Messrs. Eccleshare, Cooper and Bevan in 2010 are shown below:

	Bevan and Eccleshare 2/24/10 Grants			Eccleshare 9/10/10 Grant			Cooper 12/10/10 Grant			Eccleshare 12/13/10 Grant
Fair value per share of options granted	$	5.4997		$	5.8400		$	7.8865		$	7.6358
Fair value assumptions:
Expected volatility		0.58			0.58			0.58			0.58
Expected life, in years		6.25			6.26			6.26			6.01
Risk-free interest rate		2.98	%		2.03	%		2.50	%		2.28	%
Dividend yield		0.00	%		0.00	%		0.00	%		0.00	%

For further discussion of the assumptions made in valuation, see also Note 10-Shareholders’ Equity beginning on page A-62 of Appendix A.

(c)

In the case of Messrs. Mark P. Mays, Thomas W. Casey and Randall T. Mays, the amounts reflect cash payments by CC Media for the respective fiscal year as annual incentive bonus awards under CC Media’s 2008 Incentive Plan pursuant to pre-established performance goals. In the case of Messrs. Eccleshare, Cooper and Bevan, the amounts reflect cash payments for the respective fiscal year as annual incentive bonus awards under Clear Channel Outdoor’s 2006 Annual Incentive Plan pursuant to pre-established performance goals. For discussion of the 2010 pre-established performance goals and payments, see “Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive Bonus.”

(d)	As described below, for 2010 the All Other Compensation column reflects:

amounts we contributed under company-sponsored or private retirement programs for the benefit of Messrs. Eccleshare and Bevan in the United Kingdom;

club membership dues for Mr. Eccleshare paid by us;

automobile allowances for the benefit of Messrs. Eccleshare and Bevan in the United Kingdom;

a transportation allowance for the benefit of Mr. Bevan in the United Kingdom;

relocation expenses for Mr. Cooper, who joined Clear Channel Outdoor in December 2009;

tax gross-ups on relocation expenses for Mr. Cooper, who joined Clear Channel Outdoor in December 2009;

fees for legal review in connection with Mr. Cooper’s entry into an employment agreement with us; and

private medical insurance for the benefit of Messrs. Eccleshare and Bevan in the United Kingdom.

For 2010, the All Other Compensation column also reflects the 41% allocation to us pursuant to the Corporate Services Agreement of the following items paid by CC Media:

amounts CC Media contributed under the 401(k) plan as a matching contribution for the benefit of Mr. Mark P. Mays;

club membership dues for Mr. Mark P. Mays paid by CC Media;

personal accounting and tax services for Mr. Mark P. Mays;

relocation expenses for Mr. Casey, who joined Clear Channel Communications, Inc. in January 2010; and

tax gross-ups on relocation expenses for Mr. Casey, who joined Clear Channel Communications, Inc. in January 2010.

Messrs. Eccleshare and Bevan are citizens of the United Kingdom. The amounts reported for Messrs. Eccleshare and Bevan have been converted from British pounds to U.S. dollars using the average exchange rate of ₤1=$1.54775 for the year ended December 31, 2010.

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	M. Mays		Casey		R. Mays		Eccleshare		Cooper		Bevan
Plan contributions	$	2,511		—	$	2,511	$	144,493		—	$	76,501
Club dues		2,340		—		—		2,863		—		—
Automobile allowance		—		—		—		27,860		—		30,955
Transportation allowance		—		—		—		—		—		1,251
Accounting/tax services		6,471		—		6,210		—		—		—
Relocation expenses		—	$	404,497		—		—	$	45,866		—
Relocation tax gross-up		—		67,163		—		—		28,391		—
Legal review fees		—		—		—		—		14,609		—
Private medical insurance		—		—		—		2,825		—		529
Total	$	11,322	$	471,660	$	8,721	$	178,041	$	88,866	$	109,236

For a description of the relocation expenses and related tax gross-ups, see “—Employment Agreements with the Named Executive Officers” below.

(e)

The summary compensation information presented above for Mr. Mark P. Mays reflects his service as our Chairman and Chief Executive Officer during 2010 and 2009 and as our Chief Executive Officer for 2008, as well as his service as a director of Clear Media Limited, as described in footnote (g) below. Mr. Mark P. Mays retired as our Chief Executive Officer on March 31, 2011 but continues to serve as our Chairman.

(f)

As described below under “Certain Relationships and Related Party Transactions—CC Media Holdings, Inc.—Corporate Services Agreement,” Clear Channel Management Services, Inc. provides, among other things, executive officer services to us. The Salary, Bonus, Non-Equity Incentive Plan Compensation and All Other Compensation columns presented above reflect the portion of the Salary, Bonus, Non-Equity Incentive Plan Compensation and All Other Compensation amounts of Messrs. Mark P. Mays, Thomas W. Casey and Randall T. Mays allocated to us pursuant to the Corporate Services Agreement, as well as, in the case of the Salary column for Mr. Mark P. Mays, 100% of the amounts described below in footnote (g) with respect to his service as a director of Clear Media Limited. Amounts were only allocated to us with respect to Mr. Randall T. Mays for 2009 and 2008 because he ceased serving as our Chief Financial Officer on January 4, 2010. The tables below reflect 100% of their Salary (other than, in the case of Mr. Mark P. Mays, the amounts described in the footnote (g) below), Bonus and Non-Equity Incentive Plan Compensation amounts and 100% of those allocated elements of their All Other Compensation amounts, the allocated 41% of which is included in the Summary Compensation Table above. These 100% amounts are disclosed by CC Media in the Summary Compensation Table in CC Media’s proxy statement.

	100% of Allocated Salary Amounts
	2010		2009		2008
Mark P. Mays	$	1,000,000	$	532,917	$	895,000
Thomas W. Casey		750,000		—		—
Randall T. Mays		—		531,250		875,000

	100% of Bonus and Non-Equity Incentive Plan Compensation
	2010		2009		2008
Mark P. Mays	$	2,653,784	$	236,670	$	4,500,000
Thomas W. Casey		1,964,650		—		—
Randall T. Mays		—		236,670		4,500,000

	100% of Allocated All Other Compensation Amounts
	2010		2009		2008
Mark P. Mays	$	27,615	$	24,820	$	44,705
Thomas W. Casey		1,150,391		—		—
Randall T. Mays		—		19,664		38,457

(g)

The amounts in the Salary column for Messrs. Mark P. Mays, C. William Eccleshare and Jonathan D. Bevan include their base salary for their service as an officer of ours, as well as amounts paid for their service as a director or an alternate director of our majority-owned subsidiary, Clear Media Limited. The amounts paid for the periods during which they each served as a director of Clear Media Limited are set forth in the table below. Clear Media Limited is listed on the Hong Kong Stock Exchange. The amounts reflected in the table have been converted from Hong Kong dollars to U.S. dollars using the average exchange rate of HK$1=$0.1287, HK$1=$0.1290 and HK$1=$0.1284 for the years ended December 31, 2010, 2009 and 2008, respectively. Amounts previously reported in the Salary column for Messrs. Mark P. Mays and Jonathan D. Bevan for 2009 and 2008 have been revised to include these amounts for service as directors of Clear Media Limited.

	2010		2009		2008
Mark P. Mays	$	6,907	$	16,254	$	17,976
C. William Eccleshare		18,018		—		—
Jonathan D. Bevan		18,018		16,254		17,976

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(h)	Thomas W. Casey became our Executive Vice President and Chief Financial Officer on January 4, 2010. The summary compensation information presented above for Mr. Casey reflects his service in that capacity since January 4, 2010.

(i)	Randall T. Mays served as our Chief Financial Officer until January 4, 2010. The summary compensation information presented above for Mr. Randall T. Mays reflects compensation paid to him in that capacity until January 4, 2010 and in all other capacities for the remainder of 2010.

(j)

C. William Eccleshare became our Chief Executive Officer—International on September 1, 2009 but was not a named executive officer in 2009. The summary compensation information presented above for Mr. Eccleshare reflects his service in that capacity during 2010, as well as his service as a director of Clear Media Limited, as described in footnote (g) above. Mr. Eccleshare is a citizen of the United Kingdom, and the compensation amounts reported for him in the Summary Compensation Table have been converted from British pounds to U.S. dollars using the average exchange rate of ₤1=$1.54775 for the year ended December 31, 2010.

(k)

The amount in the table reflects the full grant date fair market value of time-vesting stock options awarded by Clear Channel Outdoor, as described in footnote (b) above. In addition, during 2010 Mr. Eccleshare received stock options to purchase 42,389 shares of Clear Channel Outdoor’s Class A common stock that contain performance-based vesting conditions. Assuming that all of the performance-based vesting conditions will be achieved, the grant date fair value of the performance-based stock options would have been $246,916. However, on the grant date, the actual fair value of these options was $0 based on the probable outcome of the performance-based vesting conditions and, accordingly, no amount is reflected for these performance-based options in the Option Awards column.

(l)	Ronald H. Cooper became our Chief Executive Officer—Americas on December 10, 2009 and was a named executive officer in 2009. The summary compensation information presented above for Mr. Cooper reflects his service in that capacity since December 10, 2009.

(m)

Jonathan D. Bevan has served as our Chief Operating Officer—International since October 2009. He served as our Chief Financial Officer—International and Director of Corporate Development for the remainder of 2009 and during 2008. The summary compensation information presented above for Mr. Bevan reflects his service in those capacities for those periods, as well as his service as a director or alternate director of Clear Media Limited, as described in footnote (g) above. Mr. Bevan is a citizen of the United Kingdom, and the compensation amounts reported for him in the Summary Compensation Table have been converted from British pounds to U.S. dollars using the average exchange rate of ₤1=$1.54775, ₤1=$1.5648 and ₤1=$1.8525 for the years ended December 31, 2010, 2009 and 2008, respectively.

(n)

Amounts reflect the increase in Mr. Bevan’s actuarial present value of accumulated pension benefits during 2010 and 2009 under the Clear Channel Retirement Benefit Scheme in the United Kingdom. Mr. Bevan’s actuarial present value of accumulated pension benefit decreased $81,392 under the Clear Channel Retirement Benefit Scheme during 2008.

EMPLOYMENT AGREEMENTS WITH THE NAMED EXECUTIVE OFFICERS

The descriptions of the employment agreements set forth herein do not purport to be complete and are qualified in their entirety by the employment agreements. Each of the employment agreements discussed below provides for severance and change in control payments as more fully described under the heading “—Potential Post-Employment Payments” in this proxy statement, which descriptions are incorporated herein by reference. For further discussion of the amounts of salary and bonus and other forms of compensation, see “Compensation Discussion and Analysis” above.

As described below under “Certain Relationships and Related Party Transactions—CC Media Holdings, Inc.—Corporate Services Agreement,” Clear Channel Communications, Inc., our indirect parent entity, makes available to us, and we are obligated to use, the services of certain executive officers of Clear Channel Communications, Inc., including the chief executive officer and chief financial officer, and a portion of their salary and other personnel costs are allocated to us in recognition of their services provided to us. Accordingly, 41% of the base salary, bonus and certain other personnel costs for 2010, 2009 and 2008 for each of Messrs. Mark P. Mays and Thomas W. Casey and for 2009 and 2008 for Mr. Randall T. Mays have been allocated to us under the Corporate Services Agreement. Each of Messrs. Mark P. Mays, Thomas W. Casey and Randall T. Mays has employment agreements with CC Media and/or Clear Channel Communications. The provisions of those agreements are described below to the extent that amounts payable thereunder would be or have been allocated to us under the Corporate Services Agreement.

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Mays Employment Agreements

In connection with the Merger and effective as of the consummation of the Merger, CC Media and Merger Sub entered into employment agreements with each of Messrs. Mark P. Mays and Randall T. Mays (collectively, the “Mays executives”), each such employment agreement amending and restating in its entirety each of the Mays executives’ respective existing employment agreement with Clear Channel Communications, Inc. Messrs. Mark P. Mays and Randall T. Mays entered into amendments to their respective employment agreements on January 20, 2009, and entered into further amended and restated employment agreements and amendments to their respective option agreements on June 23, 2010 and December 22, 2009, respectively. These agreements collectively are referred to as the “Mays employment agreements.”

Under the Mays employment agreements, each of the Mays executives receives compensation consisting of a base salary, incentive awards and other benefits and perquisites. Each of the Mays executives is required to: (1) assign certain intellectual property rights to Clear Channel Communications, Inc.; (2) refrain from competing against Clear Channel Communications, Inc. for a period of six months following termination of employment; and (3) refrain from soliciting its customers, employees and independent contractors during employment and for a period of two years following termination of employment. Each of the Mays executives is further required to protect the secrecy of Clear Channel Communications Inc.’s confidential information for the duration of his employment and after his employment terminates, regardless of the reason for such termination.

Clear Channel Communications, Inc. will indemnify each of the Mays executives from any losses incurred by them because they were made a party to a proceeding as a result of their being an officer. Furthermore, any expenses incurred by them in connection with any such action shall be paid by Clear Channel Communications, Inc. in advance upon request, but only in the event that they have delivered in writing to Clear Channel Communications, Inc. (1) an undertaking to reimburse Clear Channel Communications, Inc. for such expenses with respect to which they are not entitled to indemnification and (2) an affirmation of their good faith belief that the standard of conduct necessary for indemnification by Clear Channel Communications, Inc. has been met.

Mark P. Mays

Upon the consummation of the Merger, Mr. Mark P. Mays was employed by CC Media and Clear Channel Communications, Inc. as the Chief Executive Officer of each entity, and entered into an employment agreement with a term ending on July 31, 2013. In June 2010, Mr. Mark P. Mays announced his intention to retire as their President and Chief Executive Officer and, in connection with that announcement, entered into an amended and restated employment agreement on June 23, 2010. The new agreement provides for a term through July 31, 2013, which will be extended thereafter only by written agreement of the parties. Upon the consummation of the Merger, the parties agreed that Mr. Mark P. Mays would receive an annual base salary of not less than $895,000. Pursuant to the January 2009 amendment to his employment agreement, Mr. Mark P. Mays voluntarily reduced his base salary to $500,000 for 2009, which increased to not less than $1,000,000 per year thereafter. Pursuant to his June 2010 amended and restated employment agreement, Mr. Mark P. Mays also will receive benefits and perquisites consistent with his previous arrangement with Clear Channel (including “gross-up” payments for excise taxes that may be payable by Mr. Mark P. Mays in connection with any payments made in connection with the Merger and for additional taxes that may be payable by Mr. Mark P. Mays under Section 409A of the Internal Revenue Code).

Pursuant to his amended and restated employment agreement, for 2010, Mr. Mark P. Mays is entitled to receive an annual bonus of between $0 and $4,000,000 based on the percentage of target OIBDAN that is achieved, as set forth in the table below.

Achieved OIBDAN/Target OIBDAN (expressed as a percentage)		Performance Bonus
90% or less		$0
100%		$2,000,000
120% or more		$4,000,000

For purposes of calculating Mr. Mark P. Mays’ 2010 bonus under his amended and restated employment agreement, OIBDAN is Clear Channel Communications Inc.’s reportable OIBDAN before restructuring charges, which is defined as consolidated net income (loss) adjusted to exclude the following items: non-cash compensation expense; income tax benefit (expense); other income (expense)-net; equity in earnings (loss) of nonconsolidated affiliates; gain (loss) on marketable securities; interest expense; other operating income (expense)-net; depreciation and amortization; impairment charges; restructuring charges and other items. For purposes of this calculation only, Target OIBDAN to achieve 100% bonus for 2010 was $1.57 billion and Target OIBDAN to achieve a greater than 100% bonus for 2010 was $1.62 billion, with Mr. Mark P. Mays receiving a bonus of $2 million for Achieved OIBDAN between $1.57 and $1.62 billion. For 2010, Clear Channel Communications, Inc. achieved OIBDAN of approximately $1.7 billion and, as a result, Mr. Mark P. Mays received an annual incentive bonus of $2,653,784. For any year after 2010, Mr. Mark P. Mays’ performance bonus will be determined solely at the discretion of the Board, but shall not be less than $500,000 for any year (prorated if employment is terminated for any reason).

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Thomas W. Casey

On December 15, 2009, Mr. Thomas W. Casey entered into an employment agreement with Clear Channel Communications, Inc. Pursuant to his agreement, Mr. Casey will serve as Chief Financial Officer until his agreement is terminated by either party as permitted in the agreement.

Under his agreement, Mr. Casey will receive compensation consisting of a base salary, incentive awards and other benefits and perquisites. Mr. Casey’s current annual base salary is $750,000 and he will be eligible for additional annual raises commensurate with company policy. No later than March 15 of each calendar year, Mr. Casey is eligible to receive a performance bonus. For 2010 and each year thereafter (subject to annual increases as may be approved by Clear Channel Communications, Inc.), Mr. Casey’s target bonus will be $1,000,000, with bonus criteria being 70% company financial performance-based and 30% MBO-based. For 2010, Mr. Casey received a bonus of $1,464,650 (including a discretionary bonus of $150,000). Mr. Casey also received a $500,000 signing bonus, half of which he would have been required to reimburse if he terminated his employment with the company within the first twelve months or the company terminated his employment for cause during that period. He is entitled to participate in all employee welfare benefit plans in which other similarly situated employees may participate.

Mr. Casey also received certain relocation benefits from Clear Channel Communications, Inc. in connection with his relocation to San Antonio, Texas, including a $15,000 relocation allowance, $21,678 to reimburse him for duplicate housing expenses, $82,901 for travel, temporary living and miscellaneous relocation expenses and $19,372 for closing costs related to the purchase of his new home. Clear Channel Communications, Inc. also engaged a third party relocation company, which purchased Mr. Casey’s home in Washington, with the purchase price based on appraisals obtained by the relocation company. In addition, Clear Channel Communications, Inc. paid Mr. Casey $270,000 to compensate him for losses to him on the sale of his Washington home (after the first 10% of any such losses) and $163,812 to compensate him for taxes resulting from these relocation benefits. Clear Channel Communications, Inc. bore the costs associated with the relocation company’s purchase and subsequent resale of Mr. Casey’s Washington home, as well as the costs of maintaining the home during the resale process and the loss to the relocation company on the resale of Mr. Casey’s Washington home, paying the relocation company an aggregate amount of $577,628 for these items.

Under the employment agreement, Mr. Casey is required to protect the secrecy of Clear Channel Communications, Inc.’s confidential information and to assign certain intellectual property rights. He also is prohibited by the agreement from engaging in certain activities that compete with Clear Channel Communications, Inc. for 18 months after his employment terminates, and he is prohibited from soliciting employees for employment or clients for advertising sales which compete with Clear Channel Communications, Inc. for 18 months after termination of employment. Clear Channel Communications, Inc. agreed to defend and indemnify Mr. Casey for acts committed in the course and scope of his employment.

Randall T. Mays

Upon the consummation of the Merger, Mr. Randall T. Mays was employed by CC Media and Clear Channel Communications, Inc. as the President and Chief Financial Officer of each entity. He also served as our Chief Financial Officer until January 4, 2010. Upon ceasing to serve as President and Chief Financial Officer of Clear Channel Communications, Inc. and CC Media on January 4, 2010, Mr. Randall T. Mays became Vice Chairman of CC Media. Mr. Randall T. Mays’ employment agreement provides for a term through July 31, 2013 and will be automatically extended for consecutive one-year periods unless 12 months prior notice of non-renewal is provided by the terminating party.

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Upon the consummation of the Merger, the parties agreed that Mr. Randall T. Mays would receive an annual base salary of not less than $875,000. Pursuant to the January 2009 amendment to his employment agreement, Mr. Randall T. Mays voluntarily reduced his base salary to $500,000 for 2009. Pursuant to his December 2009 amended and restated employment agreement, he received an annual base salary of $1,000,000 while he served as Chief Financial Officer (until January 4, 2010) and receives an annual base salary of $500,000 thereafter. Mr. Randall T. Mays also will receive benefits and perquisites consistent with his previous arrangement with Clear Channel Communications, Inc. (including “gross-up” payments for excise taxes that may be payable by Mr. Randall T. Mays in connection with any payments made in connection with the Merger and for additional taxes that may be payable by Mr. Randall T. Mays under Section 409A of the Internal Revenue Code). Pursuant to the December 2009 amended and restated employment agreement, Mr. Randall T. Mays is entitled to receive an annual bonus, to be determined at the discretion of the Board of CC Media. For 2010, Mr. Randall T. Mays did not receive a bonus. Pursuant to the December 2009 amendments made to Mr. Randall T. Mays’ employment and option agreements, all of his outstanding Clear Channel Outdoor stock options and restricted stock vested on December 22, 2009.

C. William Eccleshare

On August 31, 2009, Clear Channel Outdoor Ltd., a subsidiary of Clear Channel Outdoor, entered into an employment agreement with C. William Eccleshare, pursuant to which he serves as Chief Executive Officer of our International division. The agreement has no specified term, but generally can be terminated by Clear Channel Outdoor Ltd. without cause upon 12 months prior written notice or by Mr. Eccleshare without cause upon six months prior written notice.

The agreement sets Mr. Eccleshare’s initial base salary at £402,685, subject to additional annual raises at the sole discretion of Clear Channel Outdoor Ltd. Mr. Eccleshare also receives a car allowance, is eligible to receive a performance bonus as decided at the sole discretion of the Chief Executive Officer of Clear Channel Outdoor, and is entitled to certain other employee benefits. In addition, pursuant to his employment agreement, Mr. Eccleshare is entitled to have Clear Channel Outdoor Ltd. contribute to a personal pension plan (not sponsored by Clear Channel Outdoor Ltd.) a portion of his annual base salary from time to time. Mr. Eccleshare’s employment agreement also contains a non-compete provision and non-solicitation provision, each with a nine-month term, and a confidentiality provision with a perpetual term.

Ronald H. Cooper

Effective as of December 10, 2009, Clear Channel Outdoor entered into an employment agreement with Ronald H. Cooper pursuant to which Mr. Cooper serves as Chief Executive Officer of our Americas division until his agreement is terminated by either party as permitted in the agreement.

Under his agreement, Mr. Cooper will receive compensation consisting of a base salary, incentive awards and other benefits and perquisites. The agreement sets Mr. Cooper’s initial base salary at $775,000, subject to annual raises in accordance with company policy. Mr. Cooper also is eligible to receive a performance bonus based on a target bonus of no less than $1,000,000, with the bonus criteria being 70% company financial performance-based and 30% MBO-based and which is no less favorable versus the bonus plan of any similarly situated executive domestic employee of Clear Channel Outdoor and its domestic affiliates. For 2010, Mr. Cooper received a bonus of $1,181,500 (including a discretionary bonus of $150,000).

Mr. Cooper also is entitled to certain relocation benefits in connection with his relocation to Phoenix, Arizona. Clear Channel Outdoor agreed to reimburse all reasonable expenses associated with his commute from the Denver area to Phoenix and housing expenses in Phoenix until no later than August 2012. Failure of Mr. Cooper to relocate to Phoenix no later than August 2012 would constitute voluntary termination by him without good reason. Upon his relocation, Clear Channel Outdoor also agreed to pay relocation costs associated with the move in accordance with applicable company policies.

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Pursuant to the employment agreement: (1) on December 10, 2009, Mr. Cooper was granted 150,000 restricted shares of Clear Channel Outdoor’s Class A common stock and stock options to purchase 300,000 shares of Clear Channel Outdoor’s Class A common stock; (2) on December 10, 2010, he received stock options to purchase 66,667 shares of the Class A common stock; and (3) he will receive stock options to purchase an additional 66,667 shares of Class A common stock on each of December 10, 2011 and 2012. Mr. Cooper was also granted options to purchase 165,000 shares of CC Media’s Class A common stock.

Mr. Cooper’s employment agreement also contains a non-compete provision and non-solicitation provision, each with an eighteen-month term, and a confidentiality provision with a perpetual term. Mr. Cooper is entitled to defense and indemnification for acts committed during his employment.

Jonathan D. Bevan

On October 30, 2009, Clear Channel Outdoor Ltd. entered into a new employment agreement with Jonathan D. Bevan, pursuant to which he serves as Chief Operating Officer of our International division. The agreement has no specified term, but generally can be terminated by Clear Channel Outdoor Ltd. without cause upon 12 months prior written notice or by Mr. Bevan without cause upon six months prior written notice.

The agreement sets Mr. Bevan’s initial base salary at £240,000, subject to additional annual raises at the sole discretion of Clear Channel Outdoor Ltd. Mr. Bevan also receives a car allowance, is eligible to receive a performance bonus as decided at the sole discretion of the Chief Executive Officer of Clear Channel Outdoor Ltd., and is entitled to certain other employee benefits. Mr. Bevan’s employment agreement also contains a non-compete provision and non-solicitation provision, each with a nine-month term, and a confidentiality provision with a perpetual term.

GRANTS OF PLAN-BASED AWARDS

2005 Stock Incentive Plan

Clear Channel Outdoor grants equity incentive awards to named executive officers and other eligible participants under the 2005 Stock Incentive Plan. The 2005 Stock Incentive Plan is intended to facilitate the ability of Clear Channel Outdoor to attract, motivate and retain employees, directors and other personnel through the use of equity-based and other incentive compensation opportunities.

The 2005 Stock Incentive Plan allows for the issuance of restricted stock, incentive and non-statutory stock options, stock appreciation rights, director shares, deferred stock rights and other types of stock-based and/or performance-based awards to any present or future director, officer, employee, consultant or advisor of or to Clear Channel Outdoor or its subsidiaries.

The 2005 Stock Incentive Plan is administered by the Compensation Committee, except that the entire Board has sole authority for granting and administering awards to non-employee directors. The Compensation Committee determines which eligible persons receive an award and the types of awards to be granted as well as the amounts, terms and conditions of each award, including, if relevant, the exercise price, the form of payment of the exercise price, the number of shares, cash or other consideration subject to the award and the vesting schedule. These terms and conditions will be set forth in the award agreement furnished to each participant at the time an award is granted to him or her under the 2005 Stock Incentive Plan. The Compensation Committee also will make all other determinations and interpretations necessary to carry out the purposes of the 2005 Stock Incentive Plan. For a description of the treatment of awards upon a participant’s termination of employment or change in control, see “—Potential Post-Employment Payments.”

2006 Annual Incentive Plan

As discussed above, the named executive officers also are eligible to receive awards under the 2006 Annual Incentive Plan. See “Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive Bonus” for a more detailed description of the 2006 Annual Incentive Plan and the grant of awards to the named executive officers thereunder.

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The following table sets forth certain information concerning plan-based awards granted to the named executive officers during the year ended December 31, 2010. As described below under “Certain Relationships and Related Party Transactions—CC Media Holdings, Inc.—Corporate Services Agreement,” our parent entities provide us with, among other things, executive officer services. A portion (41%) of the annual incentive awards provided by our parent entities to Messrs. Mark P. Mays and Thomas W. Casey with respect to 2010 was allocated to us in recognition of their services provided to us. Those allocated amounts are reflected in the Grants of Plan-Based Awards During 2010 table below and 100% of those amounts are reflected by CC Media in the comparable table in CC Media’s proxy statement.

Grants of Plan-Based Awards During 2010

		Estimated Possible Payouts Under Non-Equity Incentive Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/sh)	Grant Date Fair Value of Stock and Option Awards(a) ($)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)			Exercise or Base Price of Option Awards ($/sh)	Grant Date Fair Value of Stock and Option Awards(a) ($)
Mark P. Mays	N/A	—	820,000	1,640,000	—	—	—	—

Thomas W. Casey	N/A	—	410,000	820,000	—	—	—	—

Randall T. Mays	—	—	—	—	—	—	—	—

C. William Eccleshare(b)
Stock Option Award	02/24/10	—	—	—	—	62,094	9.57	341,498
Stock Option Award	09/10/10	—	—	—	—	63,583	10.40	123,773
Stock Option Award	12/13/10	—	—	—	—	15,360	13.75	117,286
Restricted Stock Unit Award	12/20/10	—	—	—	7,507	—	—	104,648
Annual Incentive Bonus	N/A	—	753,100	1,506,200	—	—	—	—

Ronald H. Cooper(c)
Stock Option Award	12/10/10	—	—	—	—	66,667	13.88	528,891
Annual Incentive Bonus	N/A	—	1,000,000	2,000,000	—	—	—	—

Jonathan D. Bevan(d)
Stock Option Award	02/24/10	—	—	—	—	63,451	9.57	348,961
Annual Incentive Bonus	N/A	—	371,460	631,482	—	—	—	—

________________

(a)

Reflects the full grant date fair value of time-vesting stock options and restricted stock units awarded to the named executive officers in 2010, computed in accordance with the requirements of ASC Topic 718, but excluding any impact of estimated forfeiture rates as required by SEC regulations. For assumptions made in the valuation, see footnote (b) to the Summary Compensation Table above and Note 10-Shareholders’ Equity beginning on page A-62 of Appendix A.

(b)	On February 24, 2010, Mr. Eccleshare was granted stock options to purchase 62,094 shares of Clear Channel Outdoor’s Class A common stock under the Clear Channel Outdoor 2005 Stock Incentive Plan. The options vest in 25% increments annually, beginning on the first anniversary of the grant date.

On September 10, 2010, pursuant to the terms of his stock option agreement dated September 10, 2009, Mr. Eccleshare was granted stock options to purchase 63,583 shares of Clear Channel Outdoor’s Class A common stock under the Clear Channel Outdoor 2005 Stock Incentive Plan. One-third of these options (representing 21,194 shares) vest in 25% increments annually, beginning on the first anniversary of the grant date. The remaining two-thirds of these options (representing 42,389 shares) are eligible to vest in 25% increments annually, beginning on the first anniversary of the grant date, dependent upon achieving certain performance measures. At the time of measurement, if LTM EBITDA (as defined in the award agreement) is less than $250 million, the relevant portion of stock options will be cancelled. If LTM EBITDA is between $250 million and $350 million, a pro rata portion of the relevant options will vest and the pro rata portion that does not vest will be cancelled. At $350 million and above, 100% of the relevant options will vest. Assuming that all of the performance-based vesting conditions will be achieved on the performance-based stock options described above, the grant date fair value of those options would have been $246,916. However, on the grant date, the actual fair value of those options was $0 based on the probable outcome of the performance-based vesting conditions and, accordingly, no grant date fair value is reflected in the table above for these performance-based options.

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On December 13, 2010, Mr. Eccleshare was granted stock options to purchase 15,360 shares of Clear Channel Outdoor’s Class A common stock under the Clear Channel Outdoor 2005 Stock Incentive Plan. The options vest in three equal annual increments, beginning September 10, 2011.

On December 20, 2010, Mr. Eccleshare was granted 7,507 restricted stock units under the Clear Channel Outdoor 2005 Stock Incentive Plan, which vest in three equal annual increments, beginning on September 10, 2011.

For 2010, Mr. Eccleshare also was granted a cash incentive award under the 2006 Annual Incentive Plan based on the achievement of pre-established performance goals. For discussion of his 2010 cash incentive award, see “Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive Bonus.”

(c)

On December 10, 2010, pursuant to the terms of his employment agreement, Mr. Cooper was granted incentive stock options to purchase 66,667 shares of Clear Channel Outdoor’s Class A common stock under the Clear Channel Outdoor 2005 Stock Incentive Plan. The options vest in 25% increments annually, beginning on the first anniversary of the grant date.

Mr. Cooper also was granted a cash incentive award under the 2006 Annual Incentive Plan based on the achievement of pre-established performance goals. For discussion of his 2010 cash incentive award, see “Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive Bonus.”

(d)	On February 24, 2010, Mr. Bevan was granted stock options to purchase 63,451 shares of Clear Channel Outdoor’s Class A common stock under the Clear Channel Outdoor 2005 Stock Incentive Plan. The options vest in 25% increments annually, beginning on the first anniversary of the grant date.

Mr. Bevan also was granted a cash incentive award under the 2006 Annual Incentive Plan based on the achievement of pre-established performance goals. For discussion of his 2010 cash incentive award, see “Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive Bonus.”

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table sets forth certain information concerning outstanding equity awards of the named executive officers at December 31, 2010.

Outstanding Equity Awards at December 31, 2010

	Option Awards													Stock Awards
Name	Number of Securities Underlying Unexercised Options						Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested(a) ($)
Name	(#) Exercisable			(#) Unexercisable						Option Exercise Price ($)		Option Expiration Date
Mark P. Mays		100,000	(b)		—			—			18.00	11/11/15			—			—
		37,500	(c)		12,500	(c)		—			29.03	05/23/17			—			—
		—			—			—			—		—		4,167	(d)		58,505

Thomas W. Casey		—			—			—			—		—		—			—

Randall T. Mays		100,000	(e)		—			—			18.00	11/11/15			—			—
Randall T. Mays		50,000	(e)		—			—			29.03	05/23/17			—			—

C. William Eccleshare		27,680	(f)		43,041	(f)		46,082	(g)		7.02	09/10/19			—			—
		—			62,094	(h)		—			9.57	02/24/20			—			—
		—			21,194	(i)		42,389	(j)		10.40	09/10/20			—			—
		—			15,360	(k)		—			13.75	12/13/20			—			—
		—			—			—			—		—		7,507	(l)		105,398

Ronald H. Cooper		75,000	(m)		225,000	(m)		—			9.03	12/10/19			—			—
		—			66,667	(n)		—			13.88	12/10/20			—			—
		—			—			—			—		—		112,500	(o)		1,579,500

Jonathan D. Bevan		13,175	(p)		—			—			17.89	01/12/12			—			—
		6,250	(q)		6,250	(q)		—			19.85	02/13/13			—			—
		19,875	(r)		6,625	(r)		—			29.03	05/23/17			—			—
		27,500	(s)		27,500	(s)		—			20.64	05/16/18			—			—
		15,480	(t)		46,441	(t)		—			5.28	02/06/19			—			—
		—			63,451	(u)		—			9.57	02/24/20			—			—
		—