VOTING AGREEMENT



                  This VOTING AGREEMENT (the  "Agreement"),  dated as of October
8, 1998,  is entered  into by and among Jacor  Communications,  Inc., a Delaware
corporation (the "Company"),  and the other parties listed on the signature page
hereof (collectively, the "Stockholders" and, individually, a "Stockholder").

                  WHEREAS,  the  Company,  Clear  Channel  Communications,  Inc.
("Parent"),  and CCU  Merger  Sub,  Inc.  ("Merger  Sub") have  entered  into an
Agreement  and Plan of Merger of even date  herewith  (the "Merger  Agreement"),
pursuant to which the parties thereto have agreed, upon the terms and subject to
the conditions set forth therein,  to merge Merger Sub with and into the Company
(the "Merger");

                  WHEREAS,  as of the date hereof,  each of the  Stockholders is
the owner of the number of shares  (the  "Shares")  of common  stock,  par value
$0.10 per share,  of Parent  ("Parent  Common  Stock") set forth  opposite  such
Stockholder's name on Schedule I attached hereto; and

                  WHEREAS,  as a condition to its  willingness to enter into the
Merger Agreement, the Company has required that the Stockholders agree, and each
of the Stockholders  hereby agrees,  to the matters set forth herein.  Except as
specified  herein,  terms  defined in the Merger  Agreement  are used  herein as
defined therein.

                  NOW,  THEREFORE,  in  consideration  of the foregoing and the
agreements set forth below, the parties hereto agree as follows:

                  1.       Voting of Shares.

                           1.1.     Voting  Agreement.  Each of the Stockholders
hereby agrees to vote (or cause to be voted) all of such  Stockholder's Shares 
(and any and all  securities  issued or issuable in respect thereof) which such 
Stockholder is entitled to vote (or to provide his written  consent  thereto), 
at any  annual,  special  or other  meeting  of the stockholders of Parent, and
at any adjournment or adjournments thereof, or pursuant to any consent in lieu
of a meeting or otherwise:

                           (i)   in favor of the Merger and the approval of the
issuance of Parent Common Stock in the Merger (the "Parent Proposal") and any 
actions required in furtherance thereof;

                           (ii)  against  any  action  or   agreement   that  is
reasonably likely to result in a breach in any material respect of any covenant,
representation  or warranty or any other  obligation of Parent under this 
Agreement or the Merger  Agreement;
and

                           (iii)    except for all such actions  which may be
permitted  to Parent under  Section  5.1(b) of the Merger Agreement, against (A)
any extraordinary corporate transaction, such as a merger, rights offering, 
reorganization, recapitalization or liquidation involving Parent or any of its
subsidiaries other than the Merger, (B) a sale or transfer of a material amount
of assets of Parent or any of its material subsidiaries or the issuance of any
securities of Parent or any subsidiary, (C) any change in the Board of Directors
of Parent other than in connection with an annual meeting  of the  shareholders
of Parent with respect to the slate of directors proposed by the incumbent Board
of Directors of Parent (in which case they agree to vote for the slate  proposed
by the incumbent Board) or (D) any action that is reasonably  likely to
materially impede, interfere with, delay, postpone or adversely affect  in any
material  respect  the  Merger  and the transaction contemplated by the Merger
Agreement.

                  2. Representations and Warranties of Stockholders. Each of the
Stockholders severally represents and warrants to the Company as follows in each
case as of the date hereof:

                           2.1.     Binding  Agreement.  The Stockholder has the
capacity and full power and authority to execute and deliver this Agreement and
to consummate the transactions  contemplated  hereby.  The Stockholder  has duly
and validly  executed and delivered this Agreement and this  Agreement
constitutes a legal, valid and binding obligation of the Stockholder, 
enforceable against the Stockholder in accordance with its terms, except as such
enforceability  may  be  limited  by  applicable   bankruptcy, insolvency,  
reorganization or other similar laws affecting creditors' rights generally and 
by general equitable principles (regardless of whether enforceability is 
considered in a proceeding in equity or at law).

                           2.2.     No Conflict.  Neither the execution and 
delivery of this Agreement,  nor the compliance with any of the provisions
hereof in each case by the  Stockholder (a) require any consent, approval,
authorization  or  permit  of,  registration,  declaration  or filing (except 
for filings under the  Securities  Exchange Act of 1934, as amended (the 
"Exchange Act")) with, or notification to, any governmental  entity,  (b) result
in a default (or an event  which,  with  notice or lapse of time or both,  would
become a default) or give rise to any right of  termination  by any third party,
cancellation,  amendment or acceleration under any material contract, agreement,
instrument,  commitment, arrangement or understanding, or result in the creation
of a security interest, lien, charge, encumbrance,  equity or claim with respect
to any of the  Shares,  (c)  require  any  material  consent,  authorization  or
approval  of any person  other  than a  governmental  entity  which has not been
obtained, or (d) violate or conflict with any order, writ, injunction, decree or
law applicable to such Stockholder or the Shares.

                           2.3.     Ownership  of  Shares.  Except as set forth
in Schedule II and except as may be  provided  in the organizational  documents,
if any, of the Stockholder, the Stockholder is the record  and  beneficial owner
of the  Shares  free and  clear of any  security interests, liens, charges,
encumbrances,  options or restriction on the right to vote the  Shares.  The
Stockholder  holds  exclusive  power to vote the Shares, subject to the
limitations set forth in Section 1 of this Agreement.  The Shares represent  all
of the shares of capital  stock of Parent  beneficially  owned by Stockholder.

                  3.  Representations and Warranties of the Company. The Company
represents and warrants to each of the  Stockholders  as follows in each case as
of the date hereof:

                           3.1.     Binding  Agreement.  The Company is a 
corporation duly  incorporated, validly existing and in good standing  under the
laws of the State of Delaware and has full  corporate  power and  authority  to
execute and deliver this Agreement and to consummate the transactions 
contemplated hereby. The execution and delivery of this Agreement and the Merger
Agreement by the Company and the consummation of the transactions contemplated
hereby and thereby  have been duly and validly  authorized  by the Board of
Directors of the Company,  and no other  corporate  proceedings  on the part of
the Company except for the approval and adoption of the Merger Agreement and 
approval  of the Merger by a majority  of the  holders of shares of Company 
common stock are necessary to authorize the execution,  delivery and performance
of this Agreement and the Merger  Agreement by the Company and the  consummation
of the  transactions  contemplated  thereby.  The  Company  has duly and validly
executed  this  Agreement  and this  Agreement  constitutes  a legal,  valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms,  except as such  enforceability  may be  limited  by  applicable
bankruptcy,   insolvency,   reorganization   or  other  similar  laws  affecting
creditors' rights generally and by general equitable  principles  (regardless of
whether enforceability is considered in a proceeding in equity or at law).

                           3.2.     No  Conflict.  Neither the  execution  and
delivery of this Agreement, the consummation by the Company of the  transactions
contemplated  hereby,  nor  the  compliance   by  the  Company  with  any of the
provisions  hereof will (a) conflict with or result in a breach of any provision
of its  Certificate  of  Incorporation  or By-laws,  (b)  require  any  consent,
approval,  authorization  or  permit  of,  registration,  declaration  or filing
(except for filings  under the  Exchange  Act) with,  or  notification to, any
governmental  entity,  (c) result in a default (or an event which,  with  notice
or lapse of time or both,  would  become a default) or give rise to any right of
termination  by any third  party, cancellation,  amendment or acceleration under
any contract, agreement, instrument,  commitment, arrangement or  understanding,
(d) require any material consent, authorization or approval of any person  other
than  a  governmental  entity,  or (e) violate or conflict with any order, writ,

injunction, decree or law applicable to the Company.
                 
                  4.       Transfer and Other  Restrictions.  For so long as the
                           Merger   Agreement   is  in  effect:   4.1.   Certain
                           Prohibited   Transfers.   Each  of  the  Stockholders
                           generally agrees not to:

                           (a)      sell, transfer, assign or otherwise  dispose
of, or enter  into any  contract,  option or other  arrangement or understanding
with  respect to the sale,  transfer,  assignment or  other  disposition of, the
Shares or any interest  contained therein if (i) such sale, transfer, assignment
or   other  disposition,  taken  together  with all  other  sales,  transfers, 
assignments or other dispositions by the Stockholders,  as a group,  during the
period from the date  hereof  through the date of the meeting held  to  consider
the  Parent  Proposal,  would  be of shares  in an amount in excess of 1% of the
Parent Common Stock then  outstanding or (ii) such sale,  transfer, assignment
or other disposition is  reasonably  likely to impact the  Average Closing Price
(as defined in the Merger Agreement);

                           (b) except as contemplated  by this Agreement,  grant
any  proxies  or  power  of  attorney or  enter into a voting agreement or other
arrangement with respect to the Shares, other than this Agreement;

                           (c) deposit the Shares into a voting trust; nor

                           (d) buy, sell or trade any equity  security of Parent
including, without limitation, entering into any put, call, option, swap or 
collar  derivative  transaction which has a similar economic effect if such
purchase, sale or trade is reasonably likely to impact the Average Closing 
Price.

                           4.2.     Additional  Shares.  Without  limiting  the
provisions  of the Merger  Agreement,  in the event of (i) any  stock  dividend,
stock  split,  recapitalization,   reclassification, combination  or exchange of
shares of capital  stock of Parent on, or  affecting the Shares or (ii) the 
Stockholder  shall  become the  beneficial  owner of any additional  shares of
Parent Common Stock or other securities  entitling  the holder  thereof to vote
or give consent with respect to the matters set forth in Section 1 hereof,  then
the terms of this Agreement shall apply to the shares of capital stock or other
securities of Parent held by the Stockholder  immediately following  the 
effectiveness of the events  described in clause (i) or the Stockholder becoming
the beneficial owner thereof, as described in clause (ii), as though they were
Shares  hereunder.  Each of the Stockholders hereby agrees, while this Agreement
is in effect,  to promptly notify the Company of the number of any new shares of
Company Common Stock acquired by the Stockholder, if any, after the date hereof.

                  5.  Specific  Enforcement.   The  parties  hereto  agree  that
irreparable  damage would occur in the event that any of the  provisions of this
Agreement  were not  performed  in  accordance  with the  terms  hereof  or were
otherwise  breached  and that each  party  shall be  entitled  to seek  specific
performance  of the terms  hereof,  in addition to any other remedy which may be
available at law or in equity.

                  6.  Termination.  Except for  Sections  6 and 7 hereof,  which
shall survive for the period specified therein,  this Agreement shall terminate,
with  respect  to a  Stockholder  to  whom  any of  the  following  applies,  as
applicable,  but shall not terminate with respect to the other  Stockholders  on
the earlier of (i) the termination of the Merger  Agreement,  (ii) the agreement
of the parties hereto to terminate this  Agreement,  (iii)  consummation  of the
Merger and (iv) the date such Stockholder ceases to own any Shares other than as
a result of the breach by such Stockholder of this Agreement.

                  7.  Indemnification.  The Company shall, to the fullest extent
permitted  under  applicable  law,  indemnify  and  hold  harmless,  each of the
Stockholders  against  any  costs  or  expenses  (including  attorneys'  fees as
provided below),  judgments,  fines, losses,  claims,  damages,  liabilities and
amounts  paid  in  settlement  in  connection  with  any  claim,  action,  suit,
proceeding or investigation by Parent or any stockholder of Parent asserting any
breach by the  Stockholder  of any  fiduciary  duty on his part to Parent or the
other  stockholders  of Parent by reason of the  Stockholder  entering into this
Agreement,  for a period of six years  after the date  hereof.  In the event the
Stockholder seeks  indemnification  from the Company for any such claim, action,
suit,  proceeding  or  investigation   (whether  arising  before  or  after  the
termination of this Agreement),  (a) the Company shall pay the fees and expenses
of one counsel  selected by the  Stockholder  and  reasonably  acceptable to the
Company to represent the  Stockholder  in connection  therewith  promptly  after
statements  therefor are  received,  and (b) the Company  will  cooperate in the
defense of any such matter;  provided,  however,  that the Company  shall not be
liable for any settlement  effected  without its written  consent (which consent
shall not be unreasonably withheld);  provided,  further, that in the event that
any claim or  claims  for  indemnification  are  asserted  or made  within  such
six-year period,  all rights to  indemnification in respect of any such claim or
claims shall continue until the disposition of any and all such claims.

                  8.  Notices.  All notices and other  communications  hereunder
shall  be  in  writing  and  shall  be  deemed  given  upon  (a)   transmitter's
confirmation of a receipt of a facsimile transmission, (b) confirmed delivery by
a standard  overnight carrier or when delivered by hand or (c) the expiration of
five business  days after the day when mailed by certified or  registered  mail,
postage prepaid,  addressed at the following addresses (or at such other address
for a party as shall be specified by like notice):

                  If to the Company, to:

                           Jacor Communications, Inc.
                           50 E. RiverCenter Blvd.
                           Suite 1200
                           Covington, KY  41011
                           Attention:  Randy Michaels
                           Facsimile No.:  (606) 655-9354

                           with a copy to:

                           Graydon Head & Ritchey
                           511 Walnut Street
                           1900 Fifth Third Center
                           Cincinnati, OH  45202
                           Attention:  Richard S. Schwalzl
                           Facsimile No.:  (513) 651-3836

                           and to:

                           Cleary, Gottlieb, Steen & Hamilton
                           One Liberty Plaza
                           New York, New York  10006
                           Attention:  William A. Groll
                           Facsimile No.:  (212) 225-3999

                  If to Stockholder, to:

                           The Stockholder
                           200 Concord Plaza
                           Suite 600
                           San Antonio, Texas  78216
                           Attention:  the Stockholder
                           Facsimile No.: (210) 829-8080

                           with a copy to:

                           Akin, Gump, Strauss, Hauer & Feld L.L.P.
                           1700 Pacific Avenue
                           Suite 4100
                           Dallas, Texas  75201
                           Attention: Ford Lacy, P.C.
                           Facsimile No.: (214) 969-4343

                  9. Entire Agreement.  This Agreement  (including the documents
and  instruments  referred  to  herein)  constitutes  the entire  agreement  and
supersedes all other prior agreements and understandings, both written and oral,
among the parties, or any of them, with respect to the subject matter hereof.

                  10. Consideration.  This Agreement is granted in consideration
of the execution and delivery of the Merger Agreement by the Company.

                  11.  Amendment.  This Agreement may not be modified,  amended,
altered or  supplemented  except upon the  execution  and  delivery of a written
agreement executed by the parties hereto.

                  12.  Successors  and  Assigns.  This  Agreement  shall  not be
assigned by operation of law or otherwise  without the prior written  consent of
the other parties  hereto.  This  Agreement  will be binding upon,  inure to the
benefit of and be enforceable by each party and such party's  respective  heirs,
beneficiaries, executors, representatives and permitted assigns.

                  13.  Counterparts.  This  Agreement  may be executed in two or
more counterparts,  each of which shall be deemed to be an original,  but all of
which together shall constitute one and the same instrument.

                  14.  Governing  Law. This  Agreement  shall be governed in all
respects,  including  validity,  interpretation  and effect,  by the laws of the
State of Delaware  (without giving effect to the provisions  thereof relating to
conflicts of law).

                  15.  Severability.  Any term or  provision  of this  Agreement
which  is  invalid  or  unenforceable  in any  jurisdiction  shall,  as to  that
jurisdiction,   be   ineffective   to  the   extent   of  such   invalidity   or
unenforceability  without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or  enforceability of
any of the terms or provisions of this Agreement in any other  jurisdiction.  If
any  provision  of  this  Agreement  is so  broad  as to be  unenforceable,  the
provision shall be interpreted to be only so broad as is enforceable.

                  16. Headings. The headings contained in this Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

                  17.  Shareholder  Capacity.  No Stockholder or designee of any
Stockholder  who is or becomes  during the term  hereof a director or officer of
Parent  makes any  agreement  or  understanding  herein in its  capacity as such
director or officer. Each Stockholder signs solely in its capacity as the record
holder and  beneficial  owner of such  Stockholder's  Shares and nothing  herein
shall limit or affect any actions  taken by a  Stockholder  any  designee of any
Stockholder in his or her capacity as an officer or director of Parent.




<PAGE>


                  IN WITNESS WHEREOF,  this Agreement has been duly executed and
delivered by the Stockholder and a duly authorized officer of the Company on the
day and year first written above.

                           JACOR COMMUNICATIONS, INC.



                        By:  /s/ R. Christopher Weber
                           Name:  R. Christopher Weber
                           Title: Chief Financial Officer



<PAGE>


                  IN WITNESS WHEREOF,  this Agreement has been duly executed and
delivered by the Stockholder and a duly authorized officer of the Company on the
day and year first written above.


/s/ L. Lowry Mays                                        /s/ Randall T. Mays
L. LOWRY MAYS                                            RANDALL T. MAYS

Address:       200 Concord Plaza,              Address: 200 Concord Plaza
               Suite 600                                Suite 600
               San Antonio, Texas 78216                 San Antonio, Texas 78216
Facsimile No.: (210) 829-8080                  Facsimile No.: (210) 829-8080


/s/ Mark P. Mays                                        /s/ Mark P. Mays
MARK P. MAYS                                            MARK P. MAYS
                                                        As Trustee for Ryan Mays

Address:      200 Concord Plaza                Address: 200 Concord Plaza
              Suite 600                                 Suite 600
              San Antonio, Texas  78216                 San Antonio, Texas 78216
Facsimile No.:(210) 829-8080                   Facsimile No.: (210) 829-8080



/s/ Mark P. Mays                                        /s/ Mark P. Mays
MARK P. MAYS                                            MARK P. MAYS
As Trustee for Patrick Mays                           As Trustee for Daniel Mays

Address:       200 Concord Plaza               Address: 200 Concord Plaza
               Suite 600                                Suite 600
               San Antonio, Texas  78216                San Antonio, Texas 78216
Facsimile No.: (210) 829-8080                  Facsimile No.: (210) 829-8080


/s/ Mark P. Mays                                       /s/ Randall T. Mays
MARK P. MAYS                                           RANDALL T. MAYS
As Trustee for Andrew John Mays                        As Trustee for Grace Mays

Address:       200 Concord Plaza               Address: 200 Concord Plaza
               Suite 600                                Suite 600
               San Antonio, Texas  78216                San Antonio, Texas 78216
Facsimile No.: (210) 829-8080                  Facsimile No.: (210) 829-8080


<PAGE>




/s/ Randall T. Mays                                           /s/ Mark P. Mays
RANDALL T. MAYS                                               MARK P. MAYS
As Trustee for Lowry Thomas Mays                    As Trustee for the Charlotte
Trust                                               Moreau Family


Address:       200 Concord Plaza               Address: 200 Concord Plaza
               Suite 600                                Suite 600
               San Antonio, Texas  78216                San Antonio, Texas 78216
Facsimile No.: (210) 829-8080                  Facsimile No.: (210) 829-8080


/s/ L. Lowry Mays                                      /s/ L. Lowry Mays
L. LOWRY MAYS                                          L. LOWRY MAYS
As Trustee for the Maddox Family Trust                 As Trustee for the Ralph 
Trust                                                  Maddox Family


Address:       200 Concord Plaza               Address: 200 Concord Plaza
               Suite 600                                Suite 600
               San Antonio, Texas  78216                San Antonio, Texas 78216
Facsimile No.: (210) 829-8080                  Facsimile No.: (210) 829-8080


<PAGE>




                                  SCHEDULE I TO
                                VOTING AGREEMENT

Name of Stockholder                                             Number of Shares

L. Lowry Mays                                                         29,084,078

Randall T. Mays                                                          559,176

Mark Mays                                                                795,296

Mark P. Mays                                                              35,188
As Trustee for Ryan Mays

Mark P. Mays                                                              35,196
As Trustee for Patrick Mays

Mark P. Mays                                                              11,636
As Trustee for Daniel Mays

Mark P. Mays                                                               1,260
As Trustee for Andrew John Mays

Randall T. Mays                                                            6,444
As Trustee for Grace Mays

Randall T. Mays                                                            3,108
As Trustee for Lowry Thomas Mays

Mark P. Mays                                                               2,696
As Trustee for the Charlotte Moreau Family  Trust

L. Lowry Mays                                                             55,056
As Trustee for the Maddox Family Trust

L. Lowry Mays                                                             45,000
As Trustee for the Ralph Maddox Family Trust


<PAGE>




                                 SCHEDULE II TO
                                VOTING AGREEMENT



Mark P. Mays holds 35,188 Shares of Parent Common Stock as trustee for Ryan 
Mays.

Mark P. Mays holds 35,196 Shares of Parent Common Stock as trustee for Patrick 
Mays.

Mark P. Mays holds 11,636 Shares of Parent Common Stock as trustee for Daniel 
Mays.

Mark P. Mays holds 1,260 Shares of Parent Common Stock as trustee for Andrew
John Mays.

Randall T. Mays holds 6,444 Shares of Parent Common Stock as trustee for Grace
Mays.

Randall T. Mays holds 3,108 Shares of Parent Common Stock as trustee for Lowry
Thomas Mays.

Mark P. Mays  holds  2,696  Shares of Parent  Common  Stock as  trustee  for the
Charlotte Moreau Family Trust.

L. Lowry Mays holds 55,056 Shares of Parent Common Stock as trustee for the
Maddox Family Trust.

L. Lowry Mays holds 45,000 Shares of Parent Common Stock as trustee for the
Ralph Maddox Family Trust.