exv10w5



 






Exhibit 10.5



Clear Channel Entertainment

Nonqualified Deferred

Compensation Plan




Effective November 1, 2005




Prepared by

Mercer Human Resource Consulting for

Review by legal counsel



Mercer Human Resource Consulting does not engage in the practice of law. Amendments to this Plan
document should be approved by legal counsel.





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	ARTICLE I
	 	Purpose and Effective Date

	 	 	1	 
	ARTICLE II
	 	Definitions

	 	 	1	 
	ARTICLE III
	 	Administration

	 	 	9	 
	ARTICLE IV
	 	Claims Procedure

	 	 	12	 
	ARTICLE V
	 	Eligibility and Participation

	 	 	13	 
	ARTICLE VI
	 	Company Matching Contributions and Participant Deferrals

	 	 	14	 
	ARTICLE VII
	 	Maintenance and Investment of Accounts

	 	 	17	 
	ARTICLE VIII
	 	Distributions and Withdrawals

	 	 	20	 
	ARTICLE IX
	 	Beneficiary Designation

	 	 	23	 
	ARTICLE X
	 	Amendment and Termination of Plan

	 	 	24	 
	ARTICLE XI
	 	Nature of Company’s Obligation

	 	 	25	 
	ARTICLE XII
	 	Miscellaneous

	 	 	26	 







 









 








ARTICLE I

PURPOSE AND EFFECTIVE DATE



Section 1.01




     Title.
This Plan shall be known as the Clear Channel Entertainment Nonqualified
Deferred Compensation Plan (hereinafter referred to as the “Plan”).



Section 1.02




     Purpose. The purpose of the Plan is to aid SFX Entertainment, Inc. d/b/a Clear Channel
Entertainment and its affiliates and subsidiaries in retaining and attracting executive Employees
and members of the Board of Directors by providing them with tax deferred savings opportunities.
The Plan provides to Board members and a select group of management and highly compensated
employees of SFX Entertainment, Inc. d/b/a Clear Channel Entertainment with the opportunity to
elect to defer receipt of specified portions of compensation, and to have these deferred amounts
treated as if invested in specified hypothetical investment benchmarks. It is the intention of the
Company that the Plan meet all of the requirements necessary to qualify as a nonqualified,
unfunded, unsecured plan of deferred compensation within the meaning of ERISA Sections 201(2),
301(a)(3) and 401(a)(1), and all Plan provisions shall be interpreted accordingly. Further, it is
the intention of the Company for the Plan to meet all of the requirements of Code Section 409A and
any regulations or guidance promulgated thereunder so that all amounts deferred by or on behalf of
a Participant hereunder shall not be includible in the income of such Participant until distributed
to the Participant.



Section 1.03




     Plan History and Effective Date. This Plan is a successor to the Clear Channel
Communications, Inc. Nonqualified Deferred Compensation Plan (herein referred to as the Prior Plan)
and is a result of the spin-off of the accounts of the Transferred Participants (as defined herein)
from the Prior Plan as a separate plan as of November 1, 2005.



     For purposes of this Plan, any Participation Agreements, Election Forms or Beneficiary
Designations completed or made by the Transferred Participants (as defined herein) shall be deemed
to have been made under this Plan.



     The original effective date of the Prior Plan was October 1, 2001 and the effective date of
the restatement of the Prior Plan was January 1, 2005. The effective date of this Plan is November
1, 2005.



 









 





ARTICLE II

DEFINITIONS


For the purposes of this Plan, the following words and phrases shall have the meanings indicated,
unless the context clearly indicates otherwise:




Section 2.01




     Administrative Committee. Prior to the closing date of Clear Channel Communications,
Inc.’s distribution to its shareholders of all of the outstanding capital stock of the Company,
“Administrative Committee” means the Clear Channel Communications, Inc. Retirement Benefits
Committee, as appointed by the board of directors of Clear Channel Communications, Inc. On or
after that date, “Administrative Committee” means the Clear Channel Entertainment, Inc. Retirement
Benefits Committee, as appointed by the Board.



Section 2.02




     Base Salary and Commission. “Base Salary and Commission” means all cash compensation
other than Bonuses paid by the Company to or for the benefit of a Participant for services rendered
or labor performed while a Participant, including but not limited to base salary and commission,
and includes such cash compensation a Participant could have received in lieu of Deferrals
hereunder and Employee contributions made on the Participant’s behalf to any qualified plan
maintained by the Company or to any cafeteria plan maintained by the Company under Section 125 of
the Code; provided, however, that “Base Salary and Commission” shall not include any amounts paid
to a Participant as severance under any Company severance agreement, plan or policy or amounts of
cash compensation earned prior to the Participant’s Termination of Employment but paid to a
Participant more than 30 days following such Participant’s Termination of Employment or Retirement.



Section 2.03




     Beneficiary. “Beneficiary” means the person, persons or entity designated by a
Participant, pursuant to Article IX hereof, to receive such payments as may become payable
hereunder after the death of the Participant.



Section 2.04




     Board. “Board” means the Board of Directors of SFX Entertainment, Inc. d/b/a Clear
Channel Entertainment.



Section 2.05




     Bonus or Bonuses. “Bonus” or “Bonuses” means the cash compensation paid by the Company
to or for the benefit of a Participant for services rendered or labor performed while a Participant
under a bonus arrangement, increased by Deferrals hereunder and Employee contributions made on his
or her behalf to any qualified plan maintained by the Company or to any cafeteria plan maintained
by the Company under Section 125 of the Code excluding amounts paid after Termination of Employment
or Retirement.



Page 2









 





Section 2.06




     Change of Control. For purposes of this Plan, a “Change of Control” means the
occurrence of one of the following events:



     (a) Any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of
1934 (the “Exchange Act”) and as used in Section 13(d)(3) and 14(d)(2) of the Exchange Act) is or
becomes, after the Effective Date, a “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the
combined voting power of the Company’s then outstanding securities eligible to vote for the
election of the Board (the “Company Voting Securities”); provided however, that an event described
in this paragraph (a) shall not be deemed to be a Change of Control if any of the following becomes
such a “beneficial owner”: (i) the Company or any majority-owned subsidiary (provided, that this
exclusion applies solely to the ownership levels of the Company or the majority-owned subsidiary),
(ii) any tax-qualified, broad-based employee benefit plan sponsored or maintained by the Company or
any majority-owned subsidiary, (iii) any underwriter temporarily holding securities pursuant to an
offering of such securities, or (iv) any person pursuant to a Non-Qualifying Transaction as defined
in paragraph (c);



     (b) individuals who, on the Effective Date, constitute the Board (the “Incumbent Directors”)
cease for any reason to constitute at least a majority of the Board, provided that any person
becoming a director subsequent to the Effective Date whose election was approved by a vote of at
least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by
approval of the proxy statement of the Company in which such person is named as a nominee for
director, without objection to such nomination) shall be an Incumbent Director, provided, however,
that no individual initially elected or nominated as a director of the Company as a result of an
actual or threatened election contest with respect to directors or as a result of any other actual
or threatened solicitation of proxies by or on behalf of any person other than the Board shall be
an Incumbent Director;



     (c) the approval by the shareholders of the Company of a merger, consolidation, share exchange
or similar form of transaction involving the Company or any of its subsidiaries, or the sale of all
or substantially all of the Company’s assets (a “Business Transaction”), unless immediately
following such Business Transaction, (i) more than 65% of the total voting power of the entity
resulting from such Business Transaction or the entity acquiring the Company’s assets in such
Business Transaction (the “Surviving Corporation”) is beneficially owned, directly, or indirectly,
by the Company’s shareholders immediately prior to any such Business Transaction, and (ii) no
person (other than the persons set forth in clauses (i), (ii), or (iii) of paragraph (a) above or
any tax -qualified, broad-based employee benefit plan of the Surviving Corporation or its
Affiliates) beneficially owns, directly or indirectly, 25% or more of the total voting power of the
Surviving Corporation (a “Non-Qualifying Transaction”); or



     (d) Board approval of a liquidation or dissolution of the Company.



Section 2.07




     Code. “Code” means the Internal Revenue Code of 1986, as amended. References to any
provision of the Code or regulation (including a proposed regulation) thereunder shall include any
successor provisions or regulations.



Page 3









 





Section 2.08




     Common Stock. “Common Stock” means the common stock of Clear Channel Communications,
Inc., $0.10 par value per share.



Section 2.09




     Company. “Company” means SFX Entertainment, Inc. d/b/a Clear Channel Entertainment and
any subsidiary or affiliated companies or entities authorized by the Board or the Compensation
Committee to participate in the Plan, or any successor entity by operation of law or affirmative
assumption of the Plan, any trust created by the Company for purposes of meeting the Company’s
obligations hereunder, and the obligations of SFX Entertainment, Inc. d/b/a Clear Channel
Entertainment with respect to the Plan.



Section 2.10




     Compensation Committee. Prior to the closing date of Clear Channel Communications,
Inc.’s distribution to its shareholders of all of the outstanding capital stock of the Company,
“Compensation Committee” means the Compensation Committee of the board of directors of Clear
Channel Communications, Inc. On or after that date, “Compensation Committee” means the Compensation
Committee of the Board.



Section 2.11




     Deferral Account. “Deferral Account” means the record of a Participant’s interest in
this Plan represented by Deferrals, with all earnings thereon credited to such Deferrals on behalf
of the Participant under the provisions of this Plan, and all losses, expenses, withdrawals and
distributions thereon debited from such Deferrals. The Deferral Account of a Transferred
Participant shall include the deferral account from the Prior Plan transferred to this Plan.



Section 2.12




     Deferral Period. “Deferral Period” means the period of time specified by a Participant
in a Participation Agreement in accordance with the provisions of the Plan which must elapse prior
to a distribution of the Participant’s Deferral and Matching Contribution Accounts hereunder.



Section 2.13




     Deferrals. “Deferrals” means those portions of a Participant’s Eligible Compensation
which the Participant elects to have withheld on a pre-tax basis from his or her Eligible
Compensation and credited to his or her Deferral Account pursuant to Section 6.02 of the Plan.



Section 2.14




     Designee. “Designee” means the Company’s senior human resources officers or other
individuals to whom the Administrative Committee has delegated the authority to take action under
the Plan. Wherever Administrative Committee is referenced in the Plan, it shall be deemed to also
refer to Designee.



Page 4









 





Section 2.15




     Director. “Director” means a nonemployee member of the Board.



Section 2.16




     Director’s Compensation. “Director’s Compensation” means that cash compensation paid
by the Company to or for the benefit of a Director for services rendered as a Director.



Section 2.17




     Director’s Deferral Election Form. “Director’s Deferral Election Form” means the form
established from time to time by the Compensation Committee that a Director completes and submits
to effect a Deferral hereunder.



Section 2.18




     Disability or Disabled. “Disability” or “Disabled” means a medically determinable
physical or mental impairment of the Participant which can be expected to result in death or can be
expected to last for a continuous period of at least twelve (12) months and for which the
Participant has received income replacement benefits for a period of not less than three months
under the Company’s accident or health plan covering the Employee.



Section 2.19




     Effective Date. “Effective Date” means November 1, 2005, for this successor Plan. The
original effective date of the Prior Plan was October 1, 2001.



Section 2.20




     Election Date. “Election Date” means the date established by the Compensation
Committee as the date on or before which an Eligible Employee or Director must complete and submit
a valid Participation Agreement or Director’s Deferral Election Form, as the case may be. The
applicable Election Date can be no later than the following: (a) 30 days following the Eligible
Employee or Director’s eligibility date as described in Section 5.01 or (b) December 15th prior to
the next Plan Year if (a) above does not apply.



     Notwithstanding the foregoing, a Transferred Participant shall not have an Election Date as of
the Effective Date.



Section 2.21




     Eligible Compensation. “Eligible Compensation” means any Base Salary and Commission,
Bonus, and Director’s Compensation, payable to a Participant during a Plan Year.



Section 2.22




     Eligible Employee. “Eligible Employee” means an Employee who is eligible to
participate in the Plan and is a member of a select group of management or highly compensated
employees at the time of electing to make a Deferral.



Section 2.23




     Employee. “Employee” means a person who is employed in the capacity of an employee of
the Company.



Page 5









 





Section 2.24




     ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



Section 2.25




     Fair Market Value. “Fair Market Value,” with respect to a share of Common Stock as of
any date, means (a) the closing sales price of the Common Stock on the New York Stock Exchange or
on any such other exchange on which the Common Stock is traded on such date, or in the absence of
reported sales on such date, the closing sales price on the immediately preceding date on which
sales were reported, or (b) in the event there is no public market for the Common Stock on such
date, the fair market value as determined in good faith by the Compensation Committee in its sole
and absolute discretion.



Section 2.26




     Hypothetical Investment Benchmark. “Hypothetical Investment Benchmark” means the
phantom investment benchmarks determined by reference to one or more of the investment alternatives
designated by a Participant in accordance with Article VII of this Plan. The amount of interest
credited on each Valuation Date (or deducted in the case of a loss by the designated investment
alternatives) shall equal the interest, dividends, increase or decrease in market value and other
earnings or losses that would have been credited to a Participant’s Deferral or Matching
Contribution Account if the amounts in the Deferral or Matching Contribution Account had actually
been invested in the designated investment alternative(s).



Section 2.27




     Matching Contribution. “Matching Contribution” means the amount of matching
contribution, if any, that the Company may make to a Participant’s Matching Contribution Account
pursuant to Section 6.01 of the Plan, at the sole and absolute discretion of the Compensation
Committee.



Section 2.28




     Matching Contribution Account. ”Matching Contribution Account” means the record of a
Participant’s interest in this Plan represented by the Matching Contributions, with all earnings
thereon credited to such Matching Contributions on behalf of the Participant under the provisions
of this Plan, and all losses, expenses, withdrawals and distributions thereon debited from such
Matching Contributions. The Matching Contribution Account of a Transferred Participant shall
include the matching contribution account transferred from the Prior Plan to this Plan.



Section 2.29




     Participant. “Participant” means any Eligible Employee or Director who has elected to
participate by properly submitting a completed Participation Agreement or Director’s Deferral
Election Form as provided in Article VI of the Plan. An individual will remain a Participant until
the distribution of the entire balance, if any, of such Participant’s Deferral and Matching
Contribution Account(s), even if such Participant is no longer an Eligible Employee and cannot make
future Deferrals. A Participant shall include any Transferred Participant.



Page 6









 





Section 2.30




     Participation Agreement. “Participation Agreement” means an Eligible Employee’s
election, made in accordance with procedures established by the Compensation Committee, to effect a
Deferral hereunder. A Transferred Participant’s participation agreement under the Prior Plan for
the 2005 calendar year shall be deemed to be a Participation Agreement under this Plan for the
remainder of the 2005 calendar year occurring on or after the Effective Date of this Plan, with
respect to deferral elections for the 2005 calendar year for Base Salary and Commissions and for
deferral elections for the 2005 calendar year for Bonuses paid in both the 2005 and 2006 calendar
years.



Section 2.31




     Plan Year. “Plan Year” means a twelve-month period beginning January 1 and ending the
following December 31; provided that the first Plan Year for this successor Plan shall be a short
Plan Year from November 1, 2005 through December 31, 2005.



Section 2.32




     Prior Plan. “Prior Plan” means the Clear Channel Communications, Inc. Nonqualified
Deferred Compensation Plan, as in force and effect immediately prior to the Effective Date.



Section 2.34




     Retirement. In the case of an Eligible Employee, “Retirement” means the Termination of
Employment of a Participant from the employ or service of the Company or any of its subsidiaries or
affiliates in accordance with the terms of the applicable Company retirement plan, or if a
Participant is not covered by such a plan, the Participant’s Termination of Employment on or after
the earliest to occur of the following:




	 	(a)	 	the attainment by the Participant of age 65, or
	 
	 	(b)	 	the attainment by the Participant of age 55 and ten years of
service (in accordance with the method of determining years of service adopted
by the Company).




In the case of a Director, “Retirement” means the termination of a Director’s service as a member
of the Board.




Section 2.35




     Share Units. “Share Units” means units of deemed investment in shares of Common Stock
in accordance with Section 7.05(d) of the Plan.



Section 2.36




     Specific Year Deferral. “Specific Year Deferral” means a Deferral or Matching
Contribution which has a Deferral Period of a specific number of full calendar years equal to or
greater than three (3) as elected by a Participant in accordance with a Participation Agreement or
a Director’s Deferral Election Form.



Page 7









 





Section 2.37




     Termination of Employment. “Termination of Employment” means the cessation of a
Participant’s services as an Employee of the Company, or any subsidiary or affiliate thereof, for
any reason other than Retirement; provided, however, that transfer of employment from the Company,
or from one affiliate or subsidiary of the Company, to another affiliate or subsidiary of the
Company, or to the Company, will not constitute a Termination of Employment for purposes of this
Plan. For purposes of this Plan, a Disabled Participant shall be deemed to have terminated
employment.



Section 2.38




     Transferred Participant. “Transferred Participant” means any participant in the Prior
Plan who was a “transferred employee” or “former Entertainment Employee” as of November 1, 2005 as
those terms are defined in the Employee Matters Agreement entered into between Clear Channel
Communications, Inc. and CCE SPINCO, Inc.



Section 2.39




     Valuation Date. “Valuation Date” means each business day of the Plan Year.



Page 8









 





ARTICLE III

ADMINISTRATION



Section 3.01




     Compensation Committee. This Plan shall be administered by the Compensation Committee.
A majority of the members of the Compensation Committee shall constitute a quorum for the
transaction of business. All resolutions or other actions taken by the Compensation Committee shall
be by a vote of a majority of its members present at any meeting or, without a meeting, by an
instrument in writing signed by all its members. Members of the Compensation Committee may
participate in a meeting of such committee by means of a conference telephone or similar
communications equipment that enables all persons participating in the meeting to hear each other,
and such participation in a meeting shall constitute presence in person at the meeting and waiver
of notice of such meeting. Any resolutions adopted or actions taken at such meetings shall be
evidenced in writing.



Section 3.02




     Administration of the Plan. The Compensation Committee shall be responsible for the
administration of this Plan and shall have all powers necessary to administer this Plan, including
discretionary authority to determine eligibility for benefits and to decide claims under the terms
of this Plan. Subject to the terms of the Plan, the Compensation Committee may from time to time
establish rules, forms and procedures for the administration of the Plan, and except as herein
otherwise expressly provided, it shall have the exclusive right and discretion to interpret the
Plan and to decide any and all matters arising thereunder or in connection with the administration
and operation of the Plan. All rules, interpretations, decisions, actions and records of the
Compensation Committee regarding or arising in connection with the administration of the Plan shall
be conclusive and binding on the Company, Participants and Beneficiaries and all persons having or
claiming to have any right or interest in or under the Plan, and cannot be overruled by a court of
law unless arbitrary or capricious.



Section 3.03




     Delegation. The Compensation Committee may delegate to the Administrative Committee
responsibility for performing certain administrative and ministerial functions under the Plan. The
Administrative Committee may determine in the first instance issues related to eligibility,
Hypothetical Investment Benchmarks, determination of Deferral and Matching Contribution Account
balances, crediting of hypothetical earnings and debiting of hypothetical losses and distributions,
in-service withdrawals, deferral elections, claims for benefits and any other duties concerning the
day-to-day operation of this Plan. The Compensation Committee shall have discretion to delegate to
the Administrative Committee such additional duties as it may determine. The Administrative
Committee may retain and supervise outside providers, third party administrators, record keepers
and professionals (including in-house professionals) to perform any or all of the duties delegated
to it hereunder.



Page 9









 





Section 3.04




     Limitation of Liability. The members of the Compensation Committee and the
Administrative Committee and the officers and Directors of the Company shall be entitled to rely on
all certificates and reports made by any duly appointed accountants and on all opinions given by
any duly appointed legal counsel. None of the members of the Compensation Committee, nor any member
of the Board or Administrative Committee shall be liable for any act or action hereunder, whether
of omission or commission, taken or failed to be taken by any other member or employee or by any
agent to whom duties in connection with the administration of this Plan have been delegated or for
anything done or omitted to be done in connection with this Plan. The Compensation Committee and
the Administrative Committee shall keep records of all of their respective proceedings and the
Administrative Committee shall keep records of all payments made to Participants or Beneficiaries
and payments made for expenses or otherwise.



Section 3.05




     Indemnification. The Company shall, to the fullest extent permitted by law, indemnify
and hold harmless each current and former Director, officer or Employee of the Company (including
the heirs, executors, administrators and other personal representatives of such person), and each
current and former member of the Compensation Committee and Administrative Committee against any
and all expenses (to the extent not indemnified under any liability insurance contract or other
indemnification agreement) which the person incurs on account of any act or failure to act in
connection with the good faith administration of the Plan. Expenses against which such person shall
be indemnified hereunder shall include, without limitation, the amount of any settlement or
judgment, costs, counsel fees, and related charges reasonably incurred by such person in connection
with any threatened, pending or actual suit, action or proceeding (whether civil, criminal,
administrative or investigative in nature or otherwise) in which such person may be involved by
reason of the fact that he or she is or was serving this Plan in any capacity at the request of the
Company, the Board, the Compensation Committee or the Administrative Committee. The foregoing right
of indemnification shall be in addition to any other rights to which any such person may be
entitled as a matter of law, but shall be conditioned upon the person’s notifying the Company of
the claim of liability within 60 days of the notice of that claim and offering the Company the
right to participate in and control the settlement and defense of the claim. The foregoing
provision will not be applicable to any person if the loss, cost, liability or expense is due to
such person’s gross negligence or willful misconduct, or if it affects the person’s own Deferral
and Matching Contribution Accounts.



Section 3.06




     Expenses. Any expense incurred by the Company, the Compensation Committee or the
Administrative Committee relative to the administration of this Plan shall be borne by the Company
and may be deducted from the Deferral and Matching Contribution Accounts of the Participants as
determined by the Compensation Committee in its sole and absolute discretion.



Section 3.07




     FICA and Other Taxes. Under present Federal income tax laws, no portion of a
Participant’s Deferrals will be includable in income for Federal income tax purposes during the
Deferral Period. FICA tax withholding, however, may be required currently on the Deferrals and on
the Matching Contribution, if any. For each Plan Year in which a Deferral is being withheld,



Page 10









 







the Company shall withhold from that portion of the Participant’s compensation which is not
being deferred, the Participant’s share of FICA and any other taxes as required. When any part of
the Deferral or Matching Contribution Account is actually paid to a Participant, such portion shall
be includable in the Participant’s income and Federal, state and local income tax withholding will
be withheld as required. The Company may make necessary arrangements in order to effectuate any
such withholding, including the mandatory withholding of shares of Common Stock which would
otherwise be distributed to a Participant, but in no event should shares be withheld in excess of
the number of whole shares required to be withheld in order to comply with the minimum withholding
requirements.



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ARTICLE IV

CLAIMS PROCEDURE



Section 4.01




     Written Claim. Benefits shall be paid in accordance with the provisions of this Plan.
If a Participant or Beneficiary makes a written request alleging a right to receive payments under
this Plan or alleging a right to receive an adjustment in benefits being paid under this Plan, such
actions shall be treated as a claim for benefits. All claims for benefits under this Plan shall be
mailed or delivered to the Administrative Committee.



Section 4.02




     Denied Claim. If the Administrative Committee determines that any individual who has
claimed a right to receive benefits, or different benefits, under this Plan is not entitled to
receive all or any part of the benefits claimed, the Administrative Committee shall inform the
claimant in writing of such determination and the reasons therefore in terms calculated to be
understood by the claimant. The notice shall be sent within 90 days of the claim unless the
Administrative Committee determines that additional time, not exceeding 90 days, is needed and so
notifies the Participant. The notice shall make specific reference to the pertinent Plan provisions
on which the denial is based, and shall describe any additional material or information that is
necessary. Such notice shall, in addition, inform the claimant of the procedure that the claimant
should follow to take advantage of the review procedures set forth below in the event the claimant
desires to contest the denial of the claim.



Section 4.03




     Review Procedure. The claimant may, within 90 days after the denial of a claim
submitted hereunder, submit in writing to the Administrative Committee a notice that the claimant
contests the denial of his or her claim and desires a further review by the Compensation Committee.
The Compensation Committee shall authorize the claimant to review pertinent documents and submit
issues and comments relating to the claim to the Compensation Committee, and shall review the claim
at its next regularly scheduled meeting.



Section 4.04




     Compensation Committee Review. The Compensation Committee will render a final decision
on behalf of the Company on a claim submitted hereunder and contested with specific reasons
therefore in writing and will transmit it to the claimant within 60 days of the next regularly
scheduled Compensation Committee meeting following written request for review, unless the
Chairperson of the Compensation Committee determines that additional time, not exceeding 60 days,
is needed, and so notifies the Participant.



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ARTICLE V

ELIGIBILITY AND PARTICIPATION



Section 5.01




     Eligibility. Participation in the Plan shall be limited to executives who meet such
eligibility criteria as the Compensation Committee shall establish from time to time, provided,
however, that all Participants must be a member of a select group of management or highly
compensated Employees or a Director of the Company. Such an Eligible Employee or Director shall be
eligible to participate in the Plan as of his eligibility date as described below:




	 	(a)	 	An Eligible Employee’s eligibility date shall be the first of the month
coinciding with or next following three months of employment.
	 
	 	(b)	 	A Director’s eligibility date shall be the first of the month coinciding with
or next following three months after election or appointment as a new Director.





Section 5.02




     Participation. Each Eligible Employee or Director may elect to participate in this
Plan by completing and submitting a Participation Agreement or Directors’ Deferral Election Form,
as applicable, no later than the applicable Election Date.



Section 5.03




     Participation by Transferred Participant. A Transferred Participant shall become a
Participant in this Plan as of the Effective Date.



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ARTICLE VI

COMPANY MATCHING CONTRIBUTIONS AND PARTICIPANT DEFERRALS



Section 6.01




     Matching Contribution. Matching Contributions may be made at the sole discretion of
the Compensation Committee. Any Matching Contribution approved by the Committee will be credited to
the Participant’s Matching Contribution Account as soon as administratively feasible after the end
of the Plan Year to which the Matching Contribution relates. The amount of any Matching
Contribution shall be at the sole and absolute discretion of the Compensation Committee, and may be
equal to the matching contribution the Company would have made to a qualified Company defined
contribution plan based on the Participant’s eligible compensation (as defined by the defined
contribution plan) for such plan’s plan year, if the Participant made a contribution to the defined
contribution plan in the amount of 5% of the Participant’s eligible compensation (as defined by the
defined contribution plan), less the amount equal to the Company’s actual matching contribution to
the defined contribution plan for such plan year. Matching Contributions will be made only to the
extent that the Participant’s aggregate Deferrals hereunder and contributions to a Company defined
contribution plan equal or exceed 5% of eligible compensation under the defined contribution plan
for such Plan Year.



Section 6.02




     Deferral Election. 



     (a) An Eligible Employee or Director may elect to defer a portion of such person’s Eligible
Compensation for a Plan Year for a Deferral Period elected by such Eligible Employee or Director.
An Eligible Employee or Director who desires to make a Deferral will complete and submit a
Participation Agreement or Director’s Deferral Election Form, as the case may be, by the Election
Date pursuant to procedures specified by the Administrative Committee (1) specifying the applicable
percentages of Eligible Compensation to be deferred, the date as of which the amounts to be
deferred will become payable unless otherwise provided in the Plan, and the form in which the
payments of the Deferrals are to be made, and (2) authorizing such Eligible Employee’s or
Director’s Eligible Compensation payable for a Plan Year to be reduced and deferred hereunder.



     (b) A Participant may defer Eligible Compensation for any Plan Year under subsection (a)
hereof, in an amount expressed as whole percentages of his or her Base Salary and Commission, Bonus
and Director’s Compensation as follows:




	 	(1)	 	Base Salary and Commission: not less than 1% nor more than 50%;
	 
	 	(2)	 	Bonus: not less than 1% nor more than 80%; and
	 
	 	(3)	 	Director’s Compensation: up to 100% but not less than 1%;





Page 14









 




provided, however, that the Compensation Committee may, without amending this Plan, determine that
the maximum applicable percentages will be greater or lesser than the percentages set forth herein.




     (c) A Participant may elect Deferral Periods for each Deferral and Matching Contribution,
which shall be the earlier to occur of (1) a Specific Year Deferral, and (2) the period ending upon
the Retirement or earlier Termination of Employment of the Participant. Each such Specific Year
Deferral must be for a minimum of three (3) full calendar years from the end of the Plan Year in
which such a Specific Year Deferral was made.



     (d) A Participant may elect to have a Specific Year Deferral distributed in either a cash lump
sum or in up to five (5) substantially equal annual cash installments regardless of the value of
the Participant’s account balance as of the date of distribution. A Participant may elect to have a
Deferral until Retirement distributed in either a cash lump sum or in up to fifteen (15)
substantially equal annual cash installments; provided, however, that with respect to Deferrals
until Retirement, a Participant must have an account balance equal to or greater than $25,000
thirty (30) days prior to the payment of the first installment in order to receive a distribution
in the form of substantially equal annual cash installments. If said account balance is less than
$25,000, the distribution will be paid in a single cash lump sum at the time the first installment
payment was scheduled to be paid.



Section 6.03




     Election Procedures. Eligible Employees who wish to make a Deferral must do so for
each applicable Plan Year under the terms of the Plan. However, an election to defer until
Retirement will remain in effect until modified or terminated as provided in Section 6.04 hereof.
Future Deferrals will be terminated automatically for any Participant who is deemed by the
Compensation Committee to no longer be eligible for participation in the Plan and there will be no
acceleration of the distribution of such a Participant’s vested account balance as a result of
cessation of eligibility to participate. For purposes of this Article VI, a Participant’s election
made for the Plan Year beginning on or after January 1, 2005 to defer a portion of his or her Bonus
shall apply to the Bonus earned in the following Plan Year and otherwise payable in the second Plan
Year following the year in which the deferral election was made. Consistent with the above, the
Compensation Committee may establish rules and procedures governing when a Deferral will be
effective and what Compensation will be deferred by the Deferral, provided that such rules and
procedures are not more permissive or inconsistent with the terms and provisions of the Plan and
are consistent with the provisions of Code Section 409A and the regulations and guidance
promulgated thereunder.



Section 6.04




     Modification or Revocation of Election by Participant. Subject to the provisions of
this section and Section 6.05, all Deferrals hereunder are irrevocable. A Participant may not
increase the amount of his or her Deferrals during a Plan Year. Elections to increase Deferrals of
future Eligible Compensation must be made between November 15 and December 15 of any year to be
effective on January 1 of the next Plan Year. A Participant may discontinue future Deferrals
during any Plan Year under the Plan by completing and submitting a revised Participation Agreement
or Director’s Deferral Election Form, as the case may be. If such election is made on



Page 15









 







or before the 15th day of any calendar month, discontinuance shall take effect as of the
first day of the following month. If such election is made after the 15th day of any
calendar month, discontinuance shall take effect as of the first day of the second month following
such election. If a Participant discontinues a Base Salary and Commission Deferral during a Plan
Year, he will not be permitted to again elect to make any Base Salary and Commission Deferrals
under the Plan until the beginning of the next Plan Year following the Plan Year in which such
discontinuance was made.



     In accordance with Internal Revenue Service Notice 2005-1, a Participant may cancel his
election to defer any amounts earned during the 2005 calendar year by completing and submitting a
Participation Agreement pursuant to procedures established by the Administrative Committee on or
before December 31, 2005. Any amounts subject to such cancellation notification shall be includible
in the Participant’s income for the calendar year 2005 for any compensation that is not a bonus
deferral and in calendar year 2006 for any bonus deferral earned in 2005 but otherwise payable in
2006.



Section 6.05




     Redeferral Election. Notwithstanding the foregoing, a Participant may extend
the Deferral Period, elect another form of payment and/or, subject to Sections 6.02(c) and (d),
change the number of annual installments (as long as such change does not result in an acceleration
of payments as determined by the Administrative Committee), for previous years’ Deferrals and
Matching Contributions, provided that an amended Participation Agreement or Director’s Deferral
Election Form, as the case may be, is completed and submitted at least twelve (12) months before
the initial Deferral Period (as in effect before such amendment) ends. A Participant may make only
one such redeferral election with respect to each Deferral Period elected by a Participant, and the
revised distribution date may be no less than five (5) full calendar years from the date such
payment otherwise would have been paid. Under no circumstances may a Participant’s Participation
Agreement or Director’s Deferral Election Form be made, modified or revoked retroactively, nor may
a Deferral Period be shortened or reduced.



Section 6.06




     Vesting of Deferral and Matching
Contribution Accounts. A Participant shall be 100% vested at all times in his or her Deferrals
and any accretions thereto by application of the designated Hypothetical Investment Benchmark or
Share Units, and shall vest as to Matching Contributions, if any, in increments of 20% per year
during the first five (5) years of service with the Company, commencing with a Participant’s date
of hire by the Company. All Matching Contributions, if any, shall become fully vested upon a
Participant’s Termination of Employment due to the Participant’s death, Disability or Retirement.



     For purposes of determining a Transferred Participant’s vested status, such Participant shall
be credited with any vesting service under the Prior Plan.



Page 16









 





ARTICLE VII

MAINTENANCE AND INVESTMENT OF ACCOUNTS



Section 7.01




     Deferral Accounts. A Participant’s Deferrals hereunder shall be credited by
the Administrative Committee to the Participant’s Deferral Account, as the case may be, on or
before the 15th business day following the date on which the Participant’s Eligible Compensation
would otherwise have been paid to the Participant had it not been deferred. All amounts credited to
a Participant’s Deferral Account will be treated as a reduction of Eligible Compensation otherwise
payable to such Participant. Distributions and withdrawals pursuant to Article VIII shall be
debited against a Participant’s Deferral Account.



Section 7.02




     Matching Contribution
Accounts. The Company’s Matching Contributions made on behalf of a Participant shall be
credited to the Participant’s Matching Contribution Account in accordance with procedures
established by the Administrative Committee.



Section 7.03




     Maintenance of Accounts. Separate
Deferral and Matching Contribution Accounts shall be maintained for each Participant, and more than
one Deferral and Matching Contribution Account may be maintained for a Participant, as deemed
necessary by the Administrative Committee for administrative purposes. A Participant’s Deferral and
Matching Contribution Accounts shall be utilized solely as a device for the measurement and
determination of the amounts to be paid to the Participant pursuant to this Plan, and shall not
constitute or be treated as a trust fund of any kind. The Administrative Committee shall determine
the balance of each Deferral and Matching Contribution Account, as of each Valuation Date, by
adjusting the balance of such Deferral and Matching Contribution Account as of each Valuation Date
to reflect changes in the value of the Hypothetical Investment Benchmarks thereof, credits and
debits pursuant to this Article VII, and distributions pursuant to Article VIII hereof.



Section 7.04




     Valuation of Accounts. The Deferral and Matching Contribution Accounts are bookkeeping
accounts, the value of which shall be based upon the performance of Hypothetical Investment
Benchmarks designated by the Participant from a group of Hypothetical Investment Benchmarks
selected by the Compensation Committee in its sole and absolute discretion. Any and all dividends
interest and other distributions paid with respect to a Hypothetical Investment Benchmark will be
deemed to be immediately reinvested in such Hypothetical Investment Benchmark. Notwithstanding the
foregoing, the terms of this Plan place no obligation upon the Company to invest or to continue to
invest any portion of the amounts in the Participant’s Deferral and Matching Contribution Accounts,
to invest in or to continue to invest in any specific asset, to liquidate any particular
investment, or to apply in any specific manner the proceeds from the sale, liquidation, or maturity
of any particular investment on a pre-tax basis. It is understood and agreed that the Company
assumes no risk of any decrease in the value of any investments or the Participant’s Deferral and
Matching Contribution Accounts, and the



Page 17









 




Company’s sole obligations are to maintain the Participant’s Deferral and Matching Contribution
Accounts and make payments to the Participant as herein provided.




Section 7.05




     Hypothetical Investment Benchmarks.



     (a) Each Participant shall be entitled to direct the manner in which his or her Deferral and
Matching Contribution Accounts will be deemed to be invested, by selecting from among the
Hypothetical Investment Benchmarks designated by the Compensation Committee in its sole and
absolute discretion from time to time and specified in the Participant Agreement or the Director’s
Deferral Election Form, as the case may be, in accordance with such rules, regulations and
procedures as Compensation Committee may establish from time to time. Notwithstanding anything to
the contrary herein, earnings and losses based on a Participant’s Hypothetical Investment
Benchmarks investment elections shall begin to accrue as of the date such Participant’s Deferrals
and Matching Contributions are credited to his/her Deferral and Matching Contribution Accounts. A
designation of Hypothetical Investment Benchmark shall continue in effect unless and until amended
with the submission of a new designation in accordance with Section 7.05(b) herein. Each successive
designation of Hypothetical Investment Benchmarks for a Participant’s Deferral and Matching
Contribution Accounts established in any particular Plan Year may be applicable to either future
contributions to or the cumulative balance of a Deferral Account balance, or to both, at the
election of the Participant.



     (b) Amounts deferred into a Deferral Account or credited to a Matching
Contribution Account may be transferred among Hypothetical Investment Benchmarks pursuant to an
allocation election which may be made daily. Such allocation election shall be made in accordance
with procedures established under the Plan and shall be effective as of the date determined in
accordance with such procedures



     (c) Credits to a Participant’s Deferral and Matching Contribution
Accounts in accordance with this Article VII shall continue until the Deferral and Matching
Contribution Account balances are paid in full to the Participant or the Participant’s Beneficiary;
provided, however, the Hypothetical Investment Benchmarks designated for any particular Plan Year
following the commencement of payments to a Participant or a Participant’s Beneficiary hereunder
shall be fixed at the Hypothetical Investment Benchmarks last used immediately prior to the
commencement of payments to the Participant or the Participant’s Beneficiary under this Plan; and
provided further that no credits will be allocated to a Participant’s Matching Contribution Account
following the date a Participant terminates employment with the Company.



     (d) (i) Subject to Section
7.05(d)(v), the Hypothetical Investment Benchmarks available for Deferral and Matching Contribution
Accounts from time to time may include a “Clear Channel Communications, Inc. Share Fund,” which
shall consist of deemed investments in shares of Common Stock. Deferrals that are deemed to be
invested in the Clear Channel Communications, Inc. Share Fund shall be converted into Share Units
based upon the Fair Market Value of the Common Stock as of the date(s) the Deferrals or Matching
Contributions are to be credited to the Participant’s Deferral or Matching Contribution Account, as
applicable. The portion of any Deferral or Matching Contribution Account that is invested in the
Clear



Page 18









 







Channel Communications, Inc. Share Fund shall be credited with additional Share Units of Common
Stock with respect to cash dividends, if any, paid on the Common Stock as of the payment date of
such dividend.



     (ii) When a reallocation among Hypothetical Investment Benchmarks or a distribution
of all or a portion of a Participant’s Deferral or Matching Contribution Account that is invested
in the Clear Channel Communications, Inc. Share Fund is to be made, the balance of such Clear
Channel Communications, Inc. Share Fund allocation shall be determined by dividing the Fair Market
Value of one share of Common Stock on the most recent Valuation Date preceding the date of such
reallocation or distribution into the number of Share Units to be reallocated or distributed.
Deferral amounts for which the Clear Channel Communications, Inc. Share Fund has been selected as a
Hypothetical Investment Benchmark shall be distributed in the form of cash having a value equal to
the Deferral or Matching Contribution balance allocated to the Clear Channel Communication, Inc.
Share Fund divided by the Fair Market Value of one share of Common Stock on the Valuation Date.



     (iii) In the event of a stock dividend, split-up or combination of the Common Stock, merger,
consolidation, reorganization, re-capitalization, or other change in the corporate structure or
capitalization affecting the Common Stock, such that an adjustment is determined by the
Compensation Committee to be appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under this Plan, then the Compensation
Committee may make appropriate adjustments to the number of deemed shares of Common Stock credited
to any Deferral or Matching Contribution Account. The determination of the Compensation Committee
as to such adjustments, if any, shall be binding and conclusive.



     (iv) Notwithstanding any other
provision of this Plan, the Administrative Committee shall adopt such procedures as it may
determine are necessary to ensure that with respect to any Participant who is actually or
potentially subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, the
crediting of deemed shares to such Participant’s Deferral or Matching Contribution Account is not
deemed to be a non-exempt purchase for purposes of such Section 16(b), including without limitation
requiring that no shares of Common Stock or cash relating to such deemed shares may be distributed
for six months after being credited to such Deferral or Matching Contribution Account.



     (v) Notwithstanding any other provision of this Plan, to the extent that shares of the
Company are received by the Plan in a dividend transaction, the Company stock fund will be
maintained as one of the ongoing hypothetical investment funds, but the Clear Channel
Communications, Inc. Share Fund shall be held as a wasting investment fund to be sold as directed
by Participants within a period expected to last one year from the date of Clear Channel
Communications, Inc.’s distribution to its shareholders of all of the outstanding capital stock of
the Company.



     Section 7.06



     Statement of Accounts. The Administrative Committee shall provide
periodically to each Participant a statement setting forth the balance of such Participant’s
Deferral and Matching Contribution Accounts as of the end of the most recently completed accounting
period, in such form as the Administrative Committee deems desirable.



Page 19









 





ARTICLE VIII

DISTRIBUTIONS AND WITHDRAWALS



Section 8.01




     Time and Form of Payment.
(a) Subject to the end of the Deferral Period for
each Deferral and Matching Contribution Account, the Company shall pay to the Participant the
balance of such Deferral and Matching Contribution Account at the time or times elected by the
Participant in the applicable Participation Agreement or Directors’ Deferral Election form;
provided, however, that if the Participant has elected to receive payments from a Deferral or
Matching Contribution Account in a lump sum, the Company shall pay the balance in such Deferral or
Matching Contribution Account (determined as of the Valuation Date) in a lump sum in cash, on or
about fifteen (15) days after the end of the Deferral Period. If the Participant has elected to
receive payments from a Deferral or Matching Contribution Account in installments, the Company
shall make annual payments in cash from such Deferral or Matching Contribution Account, each of
which shall consist of an amount equal to (i) the balance of such Deferral or Matching Contribution
Account as of the Valuation Date preceding the payment date, times (ii) a fraction, the numerator
of which is one and the denominator of which is the number of remaining installments (including the
installment being paid). The first such installment shall be paid, on or about fifteen (15) days
after the end of the Deferral Period and each subsequent installment shall be paid on or about the
anniversary of such first payment. Each such installment shall be deemed to be made on a pro rata
basis from each of the different Hypothetical Investment Benchmarks for the Deferral or Matching
Contribution Account (if there is more than one such Hypothetical Investment Benchmark).



Section 8.02




     Retirement. Subject to Section(s) 6.02(d) and 8.01, and Section 8.06 hereof, if a
Participant has elected to have the balance of his or her Deferral and Matching Contribution
Accounts distributed upon Retirement, the balance of such accounts (determined as of the Valuation
Date preceding such Retirement and including any vested Matching Contributions) shall be
distributed on or before January 15th of the calendar year following the year of the Participant’s
Retirement, in equal annual installments or a lump sum as elected by the Participant in the
Participation Agreement or Directors’ Deferral Election Form.



Section 8.03




     Specific Year
Distributions. Subject to Sections 8.01, 8.06 and 6.02(d) hereof, if a Participant has elected
to defer Specific Year Deferrals under the Plan for a stated number of years, the Specific Year
Deferral Account balance of the Participant (determined as of the Valuation Date preceding the end
of such Deferral Period) shall be distributed in equal annual installments or a lump sum (as
elected by the Participant in the Participant Agreement or Directors’ Deferral Election Form) on or
before January 15th of the calendar year following the end of the Deferral Period elected in the
Participant Agreement or Directors’ Deferral Election Form. In the event of the Retirement of a
Participant who is then receiving a Specific Year Deferral distribution as provided herein, such
installment payments shall continue for such



Page 20









 




period of time as originally elected by the Participant in the Participant’s Agreement or
Directors’ Deferral Election Form. In the event of a Participant’s Retirement before the
commencement of a Specific Year Deferral and Matching Contribution distribution as provided herein,
then such Deferral and Matching Contributions shall be paid upon the Retirement of the Participant,
in the same form as the Participant has elected for distribution of such Participant’s Deferral and
Matching Contribution Accounts upon Retirement.




Section 8.04




     Termination of Employment Other
Than Retirement. Subject to Section 6.02(d) and notwithstanding the provisions of Sections
6.01, 8.01 and 8.02 hereof and any Participation Agreement, in the event of a Participant’s
Termination of Employment prior to receiving full payment of his or her Deferral and Matching
Accounts, the Company shall pay the balance of the Deferral and Matching Accounts, if any,
(determined as of the Valuation Date applicable to such event and including any vested Matching
Contributions) in a lump sum in cash to the Participant or the Participant’s Beneficiary or
Beneficiaries (as the case may be) as soon as practicable following the occurrence of such
Termination of Employment.



Section 8.05




     Death of a Participant Subsequent to Commencement of
Distribution Payments. In the event of the death of a Participant subsequent to the
commencement of distribution payments hereunder but prior to completion of such payments, the
remaining balance, if any, of the Participant’s Deferral and Matching Contribution Accounts shall
be paid to the Beneficiary in a lump sum as soon as practicable following the Participant’s
death.



Section 8.06




     Distributions to “Covered Employees”. If any distribution or withdrawal
under the Plan from a Deferral or Matching Contribution Account will result in any portion of the
distribution or withdrawal (or any other amount paid by the Company to such Participant during the
same Plan Year) not being deductible by reason of Code Section 162(m), then such distribution or
withdrawal shall be deferred until the earlier to occur of (a) the calendar year following the
Participant’s year of Termination of Employment or Retirement or (b) the first calendar year in
which such Participant is no longer a “covered employee” as defined by Section 162(m) of the
Code.



Section 8.07




     Change of Control. In the event of a Change of Control, the terms and
conditions of the Plan and any and all Participation Agreements or Directors’ Deferral Election
Forms shall remain in full force and effect, and shall be binding upon any assigns and any
successor in interest to the Company which succeeds to substantially all of its assets and business
through the Change of Control.



Section 8.08




     Hardship Withdrawals while Employed by the
Company. A Participant who has an unforeseeable emergency, as determined by the Administrative
Committee, may withdraw from his Deferral Account an amount not to exceed the lesser of:



Page 21









 






	 	(a)	 	the then value of his vested Deferral Account balance as of the Valuation Date
coincident with or immediately preceding the withdrawal, or
	 
	 	(b)	 	such lesser amount determined by the Administrative Committee under standards
established by the Administrative Committee.




For purposes of this Section 8.08, “unforeseeable emergency” means a severe financial hardship to
the Participant resulting from an illness or accident of the Participant, the Participant’s spouse,
or a dependent (as defined in Code Section 152(a)) of the Participant, loss of the Participant’s
property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as
a result of events beyond the control of the Participant. A withdrawal based on an unforeseeable
emergency pursuant to this Section 8.08 shall not exceed the amounts necessary to satisfy such
emergency, plus amounts necessary to pay taxes reasonably anticipated as a result of the
distribution after taking into account the extent to which such unforeseeable emergency is or may
be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of
the Participant’s assets (to the extent the liquidation of such assets would not itself cause
severe financial hardship). The determination of the existence of a Participant’s unforeseeable
emergency and the amount required to be distributed to meet the need created by the unforeseeable
emergency shall be made by the Administrative Committee.




Page 22









 








ARTICLE IX

BENEFICIARY DESIGNATION



Section 9.01




     Beneficiary Designation. Each Participant shall designate a Beneficiary to receive
benefits under the Plan. A Beneficiary designation shall be made by the Participant by filing a
designation with the Administrative Committee, in such form and in accordance with such procedures
as the Administrative Committee shall establish from time to time. If more than one Beneficiary is
designated, the share and/or precedence of each Beneficiary shall be indicated. A Participant shall
have the right to change the Beneficiary designation at any time by submitting a new designation to
the Administrative Committee.



Section 9.02




     Proper Beneficiary. If the Administrative Committee has any doubt as to the proper
Beneficiary to receive payments hereunder, the Administrative Committee shall have the right to
withhold such payments until the matter is finally adjudicated by a court of competent
jurisdiction. However, any payments made by the Administrative Committee, in good faith and in
accordance with this Plan, shall fully discharge the Company from all further obligations with
respect to that payment.



Section 9.03




     Minor or Incompetent Beneficiary. In making any payments to or for the benefit of any
minor or an incompetent Beneficiary, the Administrative Committee, in its sole and absolute
discretion, may make a distribution to a legal or natural guardian or other relative of a minor or
court appointed committee of such incompetent. Alternatively, it may make a payment to any adult
with whom the minor or incompetent temporarily or permanently resides. The receipt by a guardian,
committee, relative or other person shall be a complete discharge to the Company. Neither the
Company nor the Committee shall have any responsibility to see to the proper application of any
payments so made. 



Section 9.04




     No Beneficiary Designation. If a Participant fails to designate a Beneficiary as
provided in Section 9.01, or if all designated Beneficiaries predecease the Participant or die
prior to complete distribution of the Participant’s benefits hereunder, then the Participant’s
designated Beneficiary shall be deemed to be the Participant’s estate.



Page 23









 





ARTICLE X

AMENDMENT AND TERMINATION OF PLAN



Section 10.01




     Amendment. The Board reserves the right to amend this Plan from time to time in whole
or in part; provided, however, that no such amendment may reduce, or relieve the Company of any
obligation with respect to the balance of any Deferral and Matching Contribution Accounts
maintained under this Plan as accrued at the time of such amendment, nor shall any amendment
otherwise have a retroactive effect, without the written consent of the affected Participant or
Beneficiary, as the case may be.



     Notwithstanding the preceding sentence, the Retirement Benefits Committee appointed to
administer the qualified plans of the Company, or the duly appointed delegate of such committee,
may approve amendments to the Plan, with or without prior approval or subsequent ratification by
the Board of Directors, if the amendment:




	 	(a)	 	does not significantly change the benefits provided under the Plan (except as
required for compliance with Code Section 409A and any regulations or guidance
promulgated thereunder and for compliance with any other change in the applicable law);
and
	 
	 	(b)	 	does not significantly increase costs of the Plan.





Section 10.02




     After a Change of Control. After a Change of Control, the Company may amend this Plan
solely for the purpose of ceasing Deferrals of Eligible Compensation following the Change of
Control.



Section 10.03




     Company’s Right to Terminate. The Board may at any time terminate the Plan with
respect to future Participation Agreements or Directors’ Deferral Election Forms. The Board may
also terminate the Plan in its entirety at any time for any reason, including without limitation
if, in its judgment, the continuance of the Plan, the tax, accounting, or other effects thereof, or
potential payments thereunder would not be in the best interests of the Company. The termination of
the Plan and distribution of vested account balances thereunder shall be subject to the following:




	 	(i)	 	The Board also terminates any other arrangement sponsored by the Company and
any related employer which are required to be aggregated with this Plan under Code
Section 409A (and the regulations and guidance promulgated thereunder) for plan
termination purposes;
	 
	 	(ii)	 	No payments other than payments that would be payable under the terms of the
Plan and arrangements if the termination had not occurred are made within 12 months of
the termination of the arrangements; and
	 
	 	(iii)	 	All payments are made within 24 months of the termination of the
arrangements.




Page 24









 










In the event of such termination, neither the Company nor any related employer shall adopt a new
arrangement that would be aggregated with any terminated arrangement under Code Section 409A (and
the regulations and guidance promulgated thereunder) if the same Participant participated in both
arrangements at any time within five years following the date of termination of such arrangement.




Page 25









 








ARTICLE XI

NATURE OF COMPANY’S OBLIGATION



Section 11.01




     Company’s Obligation. The Company’s obligations under this Plan shall be an unfunded
and unsecured promise to pay. The Company shall not be obligated under any circumstances to fund
its financial obligations under this Plan.



Section 11.02




     Rabbi Trust. In order to meet its contingent obligations hereunder, the Company may,
in its sole and absolute discretion, set aside or earmark funds in an amount, determined by the
Compensation Committee, equal to the total amounts necessary to provide benefits under the Plan.
The Compensation Committee may, at is discretion, direct the Company to establish one or more
grantor trusts to provide for the ultimate payment of the Company’s obligations under this Plan,
but the trust instrument for any such trust must specifically provide that its assets are subject
to the claims of the Company’s creditors.



Section 11.03




     Creditor Status. Any assets which the Company may acquire or set aside to help cover
its financial liabilities are and must remain general assets of the Company subject to the claims
of its creditors. Neither the Company nor this Plan gives a Participant or Beneficiary any
beneficial ownership interest in any asset of the Company. In the event that the Company elects to
invest funds to pay the Deferral and Matching Contribution Account balances under the terms of this
Plan, title to and beneficial ownership of such assets shall at all times remain with the Company.
No Participant or Beneficiary shall have any property interest in any specific assets of the
Company; such assets shall at all times remain subject to the claims of the Company’s general
creditors. With respect to their account balances under the Plan, Participants and Beneficiaries
shall be unsecured general creditors of the Company.



Page 26









 





ARTICLE XII

MISCELLANEOUS



Section 12.01




     Nonassignability. Except as specifically set forth in the Plan with respect to the
designation of Beneficiaries, neither a Participant nor any other person shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any
part thereof, which are, and all rights to which are, expressly declared to be unassignable and
non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance
owed by a Participant or any other person, nor be transferable by operation of law in the event of
a Participant’s or any other person’s bankruptcy or insolvency.



Section 12.02




     Validity and Severability. The invalidity or unenforceability of any provision of this
Plan shall not affect the validity or enforceability of any other provision of this Plan, which
shall remain in full force and effect, and any prohibition or unenforceability in any jurisdiction,
shall not invalidate or render unenforceable such provision in any other jurisdiction.



Section 12.03




     Governing Law. The validity, interpretation, construction and performance of this Plan
shall in all respects be governed by the laws of the State of Texas, without reference to
principles of conflict of law, except to the extent preempted by federal law.



Section 12.04




     Employment Status. This Plan does not constitute a contract of employment or impose on
the Participant or the Company any obligation for the Participant to remain an Employee of the
Company or change the status of the Participant’s employment or the policies of the Company and its
affiliates regarding termination of employment.



Section 12.05




     Underlying Bonus Programs. Nothing in this Plan shall prevent the Company from
modifying, amending or terminating the compensation or the bonus programs pursuant to which cash
awards are earned and which are deferred under this Plan.



Section 12.06




     Right to Offset. Any amount owed to the Company by a Participant of whatever nature
may be offset by the Company from the value of any benefit otherwise payable hereunder, and no
benefit hereunder will be distributed to the Participant unless and until all disputes between the
Company and the Participant have been fully and finally resolved and the Participant has waived all
claims against the Company in a manner that is acceptable to the Committee in its sole and
unrestricted discretion.



Page 27









 





Section 12.07





     Facility of Payment. If a Participant or Beneficiary is declared an incompetent or is
a minor or a conservator, guardian, or other person legally charged with his or her care has been
appointed, any benefits to which such Participant or Beneficiary is entitled will be payable to
such conservator, guardian, or other person legally charged with his or her care. The decision of
the Compensation Committee in such matters will be final, binding and conclusive upon the Company
and upon each Participant, Beneficiary and every other person or party interested or concerned. The
Company and the Compensation Committee will not be under any duty to see to the proper application
of such payments.



Section 12.08




     Merger. This Plan shall be binding and enforceable with respect to the obligation of
the Company against the Company and any successor to the Company by operation of law or by express
assumption of the Plan, and such successor will be substituted hereunder for the Company. This Plan
shall be binding upon a Participant or Beneficiary and their heirs, executors and administrators.



     IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly
authorized designee on this 31st day of October, 2005, effective as of November 1, 2005.


On Behalf of SFX Entertainment, Inc. d/b/a Clear Channel Entertainment.




	 	 	 	 	 
	By

	 	/s/ Judy K. Meuher 
	 	 
	 

	 	 	 	 





	 	 	 	 	 
	Title:

	 	Director of Retirement Benefits 
	 	 
	 

	 	 	 	 






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