Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

John E. Hogan serves as Chairman and Chief Executive Officer of the Clear Channel Media & Entertainment division of CC Media Holdings, Inc. (the "Company"). Mr. Hogan's employment agreement with Clear Channel Broadcasting, Inc., a subsidiary of the Company, contains provisions (the "Guaranteed Value Provisions") that provide Mr. Hogan with (1) the opportunity to receive an additional award of restricted stock units from the Company if his stock option awards do not achieve a certain value as of a specified future date and (2) in the case of a termination by the Company without cause, by Mr. Hogan for good reason or non-renewal of Mr. Hogan's employment agreement by the Company, equity preservation value payments linked to the value of his stock option awards on the date of termination.

On October 22, 2012, the Company commenced an exchange program (the "Program") pursuant to which the Company offered eligible employees (including Mr. Hogan) the opportunity to exchange certain outstanding options to purchase shares of the Company's Class A common stock for restricted shares of the Company's Class A common stock. The Program ended on November 19, 2012 and Mr. Hogan elected to participate in the Program, exchanging his outstanding stock options for restricted stock. As a condition to his participation in the Program, the Guaranteed Value Provisions of his employment agreement were amended on November 19, 2012 to reflect the exchange of his stock options for restricted stock in the Program, so that the Guaranteed Value Provisions are now offset by the value of the restricted stock received in the Program rather than the stock option awards, which no longer exist after the closing of the Program.

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