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                        CAPSTAR BROADCASTING CORPORATION

                             FIRST AMENDMENT TO THE
                        CAPSTAR BROADCASTING CORPORATION
                             1998 STOCK OPTION PLAN


         THIS FIRST AMENDMENT TO THE CAPSTAR BROADCASTING CORPORATION 1998
STOCK OPTION PLAN (this "Amendment") is made and adopted by Capstar
Broadcasting Corporation, a Delaware corporation (the "Corporation"), effective
as of August 26, 1998.

                                    RECITALS

         WHEREAS, in contemplation of the consummation of the merger (the
"Merger") of the Corporation with and into CBC Acquisition Company, Inc., a
Delaware corporation and wholly-owned subsidiary of the Corporation, the Board
of Directors of the Corporation approved this Amendment to amend the terms and
provisions of the Capstar Broadcasting Corporation 1998 Stock Option Plan (the
"Plan") as hereinafter set forth; and

         WHEREAS, any capitalized term used herein, and not otherwise defined
herein, shall have the meaning set forth in the Plan.

                                   AMENDMENT

         NOW, THEREFORE, the Plan is hereby amended as follows:

         1. Subsection 6(h) is amended by inserting the following proviso
immediately after the semicolon (";") therein:

         provided, however, that with respect to any Option outstanding
         immediately after the consummation of the Merger, if on or before the
         second anniversary of the consummation of the Merger (i) the
         employment of an optionee of the Company or a Related Entity
         terminates for any reason other than those specified in subsections
         6(e), (f) or (g) above or (ii) an optionee of the Company or a Related
         Entity resigns after any action by the Corporation or any of its
         subsidiaries which results in a material diminution in the position,
         authority, duties or responsibilities of the optionee, the Option
         shall vest in full and such optionee shall have the right to exercise
         his Option for the full amount of shares underlying the Option until
         the termination of the Option in accordance with its terms without
         regard, however, to any termination of employment provisions contained
         therein;



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         2. Subsection 7(a)(vii) is amended by replacing the phrase "7(d), (e)
or (f)" with the phrase "7(a)(iv), (v) or (vi)" and by inserting the following
proviso immediately before the period (".") therein:

         provided, however, that with respect to any Option outstanding
         immediately after the consummation of the Merger, if on or before the
         second anniversary of the consummation of the Merger (i) the retention
         by the Company or a Related Entity of the services of any Eligible
         Non-Employee terminates for any reason other than those specified in
         subsections 7(a)(iv), (v) or (vi) above or (ii) an Eligible
         Non-Employee of the Company or a Related Entity voluntarily terminates
         his relationship with the Company or a Related Entity after any action
         by the Corporation or any of its subsidiaries which results in a
         material diminution in the position, authority, duties or
         responsibilities of the Eligible Non-Employee, the Option shall vest
         in full and such optionee shall have the right to exercise his Option
         for the full amount of shares underlying the Option until the
         termination of the Option in accordance with its terms without regard,
         however, to any termination of relationship provisions contained
         therein.

         Except as expressly set forth herein, the Plan shall remain in full
force and effect without further amendment or modification.

         IN WITNESS WHEREOF, the Corporation, acting by and through its officer
hereunto duly authorized, has executed this Amendment effective as of the date
first written above.


                                       CAPSTAR BROADCASTING CORPORATION


                                       By:                              
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                                       Name:                            
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                                       Title:                           
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