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                                                                    EXHIBIT 4.41
 
                              AMENDED AND RESTATED
 
                             NON-EMPLOYEE DIRECTOR
 
                               STOCK OPTION PLAN
 
                                       OF
 
                          CHANCELLOR MEDIA CORPORATION
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                              AMENDED AND RESTATED
                          CHANCELLOR MEDIA CORPORATION
                  STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
 
     Chancellor Media Corporation, a Delaware corporation (the "Company"),
hereby adopts The Amended and Restated Chancellor Media Corporation Stock Option
Plan for Non-Employee Directors. The purposes of this Plan are as follows:
 
     (1) To further the growth, development and financial success of the Company
by providing additional incentives to its independent Directors who have a major
share of the responsibility for the management of the Company's business by
assisting them to become owners of common stock of the Company and thus to
benefit directly from its growth, development and financial success.
 
     (2) To enable the Company to obtain and retain the services of the type of
independent directors considered essential to the long-range success of the
Company by providing and offering them an opportunity to become owners of common
stock of the Company.
 
                                    RECITAL
 
     The Board of Directors deems it desirable and in the best interests of the
Company and its stockholders to provide for the granting of stock options under
the Plan, all upon the terms and conditions set forth herein.
 
                                   ARTICLE I.
 
                                  DEFINITIONS
 
     Whenever the following terms are used in this Plan, they shall have the
meaning specified below unless the context clearly indicates to the contrary.
The masculine pronoun shall include the feminine and neuter and the singular
shall include the plural, where the context so indicates.
 
SECTION 1.1. -- Board
 
     "Board" shall mean the Board of Directors of the Company.
 
SECTION 1.2. -- Company
 
     "Company" shall mean Chancellor Media Corporation. In addition, "Company"
shall mean any corporation assuming, or issuing new stock options in
substitution for, Options outstanding under the Plan.
 
SECTION 1.3. -- Director
 
     "Director" shall mean a member of the Board who is not an employee of the
Company or the Parent Corporation or a subsidiary of the Company.
 
SECTION 1.4. -- Exchange Act
 
     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
 
SECTION 1.5. -- Option
 
     "Option" shall mean an option to purchase Common Stock, par value $.01 per
share, of the Company, granted under the Plan.
 
SECTION 1.6. -- Optionee
 
     "Optionee" shall mean a Director to whom an Option is granted under the
Plan.
 
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SECTION 1.7. -- Parent Corporation
 
     "Parent Corporation" shall mean any corporation in an unbroken chain of
corporations ending with the Company of each of the corporations other than the
Company then owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.
 
SECTION 1.8. -- Plan
 
     "Plan" shall mean The Amended and Restated Chancellor Media Corporation
Stock Option Plan for Non-Employee Directors.
 
SECTION 1.9. -- Rule 16b-3
 
     "Rule 16b-3" shall mean that certain Rule 16b-3 under the Exchange Act,
including as such Rule may be amended in the future.
 
SECTION 1.10. -- Secretary
 
     "Secretary" shall mean the Secretary of the Company.
 
SECTION 1.11. -- Securities Act
 
     "Securities Act" shall mean the Securities Act of 1933, as amended.
 
SECTION 1.12. -- Termination of Directorship
 
     "Termination of Directorship" shall mean the time when an Optionee ceases
to be a director of the Company or any Parent Corporation for any reason,
including, but not by way of limitation, a termination by resignation, failure
to be elected, removal, death or retirement. The Board, in its absolute
discretion, shall determine the effect of all matters and questions relating to
Termination of Directorship.
 
                                  ARTICLE II.
 
                             SHARES SUBJECT TO PLAN
 
SECTION 2.1. -- Shares Subject to Plan
 
     The shares of stock subject to Options shall be shares of the Company's
Common Stock, par value $.01 per share (the "Common Stock"). The aggregate
number of such shares which may be issued upon exercise of Options shall not
exceed nine hundred thousand (900,000).
 
SECTION 2.2. -- Unexercised Options
 
     If any Option expires or is cancelled without having been fully exercised,
the number of shares subject to such Option but as to which such Option was not
exercised prior to its expiration or cancellation may again be optioned
hereunder, subject to the limitations of Section 2.1.
 
SECTION 2.3. -- Changes in Company's Shares
 
     In the event that the outstanding shares of Common Stock of the Company are
hereafter changed into or exchanged for a different number or kind of shares or
other securities of the Company, or of another corporation, by reason of
reorganization, merger, consolidation, recapitalization, reclassification, stock
split-up, stock dividend or combination of shares, appropriate adjustments shall
be made by the Board in the number and kind of shares for the purchase of which
Options may be granted, including adjustments of the limitations in Section 2.1
on the maximum number and kind of shares which may be issued on exercise of
Options.
 
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                                  ARTICLE III.
 
                              GRANTING OF OPTIONS
 
SECTION 3.1. -- Eligibility
 
     Each Director of the Company or of any corporation which is then a Parent
Corporation who is not otherwise employed in any capacity with the Company or a
Parent Corporation or any subsidiary of the Company shall be eligible to receive
Options at the times and in the manner set forth in Section 3.3.
 
SECTION 3.2. -- Tax Status of Stock Options
 
     Options granted under the Plan do not qualify as "incentive stock options"
under Section 422 of the Internal Revenue Code of 1986.
 
SECTION 3.3. -- Granting of Options
 
     (a) The Board shall from time to time, in its sole discretion, and subject
to applicable limitations of this Plan:
 
          (i)  Determine which Directors as in the Board's opinion should be
     granted Options;
 
          (ii)  Determine the number of shares to be subject to such Options
     granted to the selected Directors; and
 
          (iii) Determine the terms and conditions of such Options, consistent
     with this Plan.
 
     (b) Upon the selection of Directors to be granted an Option, the Board
shall instruct the Secretary of the Company to issue the Option and may impose
such conditions on the grant of the Option as it deems appropriate.
 
                                  ARTICLE IV.
 
                                TERMS OF OPTIONS
 
SECTION 4.1. -- Option Agreement
 
     Each Option shall be evidenced by a written Stock Option Agreement, which
shall be executed by the Optionee and an authorized officer of the Company and
which shall contain such terms and conditions as the Board shall determine,
consistent with the Plan.
 
SECTION 4.2. -- Option Price
 
     (a) The price of the shares of Common Stock subject to each Option shall be
equal to 100% of the fair market value of such shares on the date such Option is
granted.
 
     (b) For purposes of the Plan, the fair market value of a share of the
Common Stock as of a given grant date shall be: (i) the closing price of a share
of the Common Stock on the principal exchange on which shares of the Common
Stock are then trading, if any, on such grant date, or, if shares were not
traded on such grant date, then on the next preceding trading day during which a
sale occurred; or (ii) if the Common Stock is not traded on an exchange but is
quoted on Nasdaq or a successor quotation system, (1) the last sales price (if
the Common Stock is then listed as a National Market Issue under the NASD
National Market System) or (2) the mean between the closing representative bid
and asked prices (in all other cases) for the Common Stock on such grant date as
reported by Nasdaq or such successor quotation system; or (iii) if the Common
Stock is not publicly traded on an exchange and not quoted on Nasdaq or a
successor quotation system, the mean between the closing bid and asked prices
for the Common Stock, on such grant date, as determined in good faith by the
Board; or (iv) if the Common Stock is not publicly traded, the fair market value
established by the Board acting in good faith.
 
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SECTION 4.3. -- Option Term
 
     The term of an option shall be determined by the Board in its discretion.
Notwithstanding the foregoing, unless the Board expressly determines otherwise,
the term of each Option shall be ten years from the date the Option was granted.
The Board may extend the term of any outstanding Option in connection with any
Termination of Directorship of the Optionee, or amend any other term or
condition of such Option relating to such a termination.
 
SECTION 4.4. -- Commencement of Exercise
 
     (a) The period during which the right to exercise an Option in whole or in
part vests in the Optionee shall be set by the Board and the Board may determine
that an Option may not be exercised in whole or in part for a specified period
after it is granted. At any time after the grant of an Option, the Board may, in
its sole discretion and subject to whatever terms and conditions it selects,
accelerate the period during which the right to exercise an Option vests.
 
     (b) No portion of an Option which is unexercisable at Termination of
Directorship shall thereafter become exercisable, except as may be otherwise
provided by the Board either in the Option Agreement or by action of the Board
following grant of the Option.
 
SECTION 4.5. -- Consideration
 
     In consideration of the granting of the Option, the Optionee shall agree,
in the written Stock Option Agreement, to serve as a Director of the Company
until the next annual meeting of the stockholders of the Company or a Parent
Corporation. Nothing in this Plan or in any Stock Option Agreement hereunder
shall confer upon any Optionee any right to continue as a Director of the
Company or any Parent Corporation.
 
SECTION 4.6. -- Adjustments in Outstanding Options
 
     In the event that the outstanding shares of the stock subject to Options
are changed into or exchanged for a different number or kind of shares of the
Company or other securities of the Company by reason of merger, consolidation,
recapitalization, reclassification, stock split-up, stock dividend or
combination of shares, the Board shall make an appropriate and equitable
adjustment in the number and kind of shares as to which all outstanding Options,
or portions thereof then unexercised, shall be exercisable, to the end that
after such event the Optionee's proportionate interest shall be maintained as
before the occurrence of such event. Such adjustment in an outstanding Option
shall be made without change in the total price applicable to the Option or the
unexercised portion of the Option (except for any change in the aggregate price
resulting from rounding-off of share quantities or prices) and with any
necessary corresponding adjustment in Option price per share. Any such
adjustment made by the Board shall be final and binding upon all Optionees, the
Company and all other interested persons.
 
SECTION 4.7. -- Merger, Consolidation, Acquisition, Liquidation or Dissolution
 
     In its absolute discretion, and on such terms and conditions as it deems
appropriate, the Board may provide by the terms of any Option that such Option
cannot be exercised after the merger or consolidation of the Company with or
into another corporation, the acquisition by another corporation or person of
all or substantially all of the Company's assets or 80% or more of the Company's
then outstanding voting stock or the liquidation or dissolution of the Company;
and if the Board so provides, it may, in its absolute discretion and on such
terms and conditions as it deems appropriate, also provide, either by the terms
of such Option or by a resolution adopted prior to the occurrence of such
merger, consolidation, acquisition, liquidation or dissolution, that, for some
period of time prior to such event, such Option shall be exercisable as to all
shares covered thereby, notwithstanding anything to the contrary in Section
4.3(a).
 
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                                   ARTICLE V.
 
                              EXERCISE OF OPTIONS
 
SECTION 5.1. -- Person Eligible to Exercise
 
     During the lifetime of the Optionee, only he may exercise an Option granted
to him, or any portion thereof. After the death of the Optionee, any exercisable
portion of an Option may, prior to the time when such portion becomes
unexercisable under Section 4.4 or Section 4.7, be exercised by his personal
representative or by any person empowered to do so under the deceased Optionee's
will or under the then applicable laws of descent and distribution.
 
SECTION 5.2. -- Partial Exercise
 
     At any time and from time to time prior to the time when an exercisable
Option or exercisable portion thereof become unexercisable under Section 4.4 or
Section 4.7, such Option or portion thereof may be exercised in whole or in
part; provided, however, that the Company shall not be required to issue
fractional shares.
 
SECTION 5.3. -- Manner of Exercise
 
     An exercisable Option, or any exercisable portion thereof, may be exercised
solely by delivery to the Secretary or his office of all of the following prior
to the time when such Option or such portion becomes unexercisable under Section
4.4 or Section 4.7:
 
     (a) Notice in writing signed by the Optionee or other person then entitled
to exercise such Option or portion, stating that such Option or portion is
exercised, such notice complying with any applicable rules established by the
Board; and
 
     (b) Full payment for the shares with respect to which such Option or
portion is thereby exercised (i) in cash or by check, (ii) in shares of Common
Stock duly endorsed for transfer to the Company valued as provided in Section
4.2(b) on the date of Option exercise, (iii) subject to the timing requirements
of Section 5.4, through the surrender of shares of Common Stock then issuable
upon exercise of the Option, valued as provided in Section 4.2(b) on the date of
Option exercise equal to the aggregate exercise price of the Option or exercised
portion thereof, or (iv) any combination thereof;
 
     (c) Such representations and documents as the Board, in its absolute
discretion, deems necessary or advisable to effect compliance with all
applicable provisions of the Securities Act and any other federal or state
securities laws or regulations. The Board may, in its absolute discretion, also
take whatever additional actions it deems appropriate to effect such compliance
including, without limitation, placing legends on share certificates and issuing
stop-transfer orders to transfer agents and registrars; and
 
     (d) In the event that the Option or portion thereof shall be exercised
pursuant to Section 5.1 by any person or persons other than the Optionee,
appropriate proof of the right of such person or persons to exercise the Option
or portion thereof.
 
SECTION 5.4. -- Certain Timing Requirements
 
     Shares of Common Stock issuable to the Optionee upon exercise of the Option
may be used to satisfy the Option exercise price or the tax withholding
consequences of such exercise only (i) during the period beginning on the third
business day following the date of release of the quarterly or annual summary
statement of revenue and earnings of the Company and ending on the twelfth
business day following such date or (ii) pursuant to an irrevocable written
election by the Optionee to use shares of Common Stock issuable to the Optionee
upon exercise of the Option to pay all or part of the Option price or the
withholding taxes made at least six months prior to payment of such Option price
or withholding taxes.
 
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SECTION 5.5. -- Conditions to Issuance of Stock Certificates
 
     The shares of stock issuable and deliverable upon the exercise of an
Option, or any portion thereof, may be either previously authorized but unissued
shares or issued shares which have then been reacquired by the Company. The
Company shall not be required to issue or deliver any certificate or
certificates for shares of stock purchased upon the exercise of any Option or
portion thereof prior to fulfillment of all of the following conditions:
 
     (a) The admission of such shares to listing on all stock exchanges on which
such class of stock is then listed; and
 
     (b) The completion of any registration or other qualification of such
shares under any state or federal law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body,
which the Board shall, in its absolute discretion, deem necessary or advisable;
and
 
     (c) The obtaining of any approval or other clearance from any state or
federal governmental agency which the Board shall, in its absolute discretion,
determine to be necessary or advisable; and
 
     (d) The payment to the Company of all amounts which it is required to
withhold, if any, under federal, state or local law in connection with the
exercise of the Option; and
 
     (e) The lapse of such reasonable period of time following the exercise of
the Option as the Board may establish from time to time for reasons of
administrative convenience.
 
     (f) A Director may elect in lieu of paying cash to deliver shares of Common
Stock or direct the Company that shares of Common Stock issuable upon exercise
of the Option (subject to the timing requirements of Section 5.4), be withheld
to satisfy required tax withholding and such shares shall be valued as provided
in Section 4.2(b) on the date of Option exercise.
 
SECTION 5.6. -- Rights as Stockholders
 
     The holders of Options shall not be, nor have any of the rights or
privileges of, stockholders of the Company in respect of any shares purchasable
upon the exercise of any part of an Option unless and until certificates
representing such shares have been issued by the Company to such holders.
 
                                  ARTICLE VI.
 
                                 ADMINISTRATION
 
SECTION 6.1. -- Duties and Powers of the Board
 
     It shall be the duty of the Board to conduct the general administration of
the Plan in accordance with its provisions. The Board shall have the power to
interpret the Plan and the Options and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent
therewith and to interpret, amend or revoke any such rules.
 
SECTION 6.2. -- Majority Rule
 
     The Board shall act by a majority of its members in office. The Board may
act either by vote at a meeting or by a memorandum or other written instrument
signed by a majority of the Board.
 
SECTION 6.3. -- Compensation; Professional Assistance; Good Faith Actions
 
     Members of the Board shall receive no additional compensation for their
services under the Plan. All expenses and liabilities incurred by members of the
Board in connection with the administration of the Plan shall be borne by the
Company. The Board may employ attorneys, consultants, accountants, appraisers,
brokers or other persons. The Board and the Company shall be entitled to rely
upon the advice, opinions or valuations of any such persons. All actions taken
and all interpretations and determinations made by the Board
 
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in good faith shall be final and binding upon all Optionees, the Company and all
other interested persons. No member of the Board shall be personally liable for
any action, determination or interpretation made in good faith with respect to
the Plan or the Options, and all members of the Board shall be fully protected
by the Company in respect to any such action, determination or interpretation.
 
                                  ARTICLE VII.
 
                                OTHER PROVISIONS
 
SECTION 7.1. -- Options Not Transferable
 
     No Option or interest or right therein or part thereof shall be liable for
the debts, contracts or engagements of the Optionee or his successors in
interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempted disposition thereof shall be null and
void and of no effect; provided, however, that nothing in this Section 7.1 shall
prevent transfers by will or by the applicable laws of descent and distribution.
 
SECTION 7.2. -- Amendment, Suspension or Termination of the Plan
 
     (a) The Plan may be wholly or partially amended or otherwise modified,
suspended or terminated at any time or from time to time by the Board. However,
without approval of the Company's stockholders given within 12 months before or
after the action by the Board, no action of the Board may, except as provided in
Section 2.3, increase the limit imposed in Section 2.1 on the maximum number of
shares which may be issued on exercise of Options, modify the eligibility
requirements of Section 3.1, reduce the Option price requirements of Section
4.2(a) or extend the limit imposed in Section 7.2(c) on the period during which
Options may be granted. Neither the amendment, suspension nor termination of the
Plan shall, without the consent of the holder of the Option, alter or impair any
rights or obligations under any Option theretofore granted. Notwithstanding the
foregoing, the Plan shall not be amended more than once every six months other
than to comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act or the rules thereunder.
 
     (b) The Plan is intended to conform to the extent necessary with all
provisions of the Securities Act and the Exchange Act and any and all
regulations and rules promulgated by the Securities and Exchange Commission
thereunder, including without limitation Rule 16b-3. Notwithstanding anything
herein to the contrary, the Plan shall be administered, the Plan may be amended,
and Options shall be granted and may be exercised, only in such a manner as to
conform to such laws, rules and regulations. To the extent permitted by
applicable law, the Plan and Options granted hereunder shall be deemed amended
to the extent necessary to conform to such laws, rules and regulations.
 
     (c) No Option may be granted during any period of suspension nor after
termination of the Plan, and in no event may any Option be granted under the
Plan after April 6, 2005.
 
SECTION 7.3. -- Intentionally Omitted.
 
SECTION 7.4. -- Effect of Plan Upon Other Option and Compensation Plans
 
     The adoption of this Plan shall not affect any other compensation or
incentive plans in effect for Directors of the Company. Nothing in this Plan
shall be construed to limit the right of the Company to grant or assume options
otherwise than under this Plan in connection with any proper corporate purpose,
including, but not by way of limitation, the grant or assumption of options in
connection with the acquisition by purchase, lease, merger, consolidation or
otherwise, of the business, stock or assets of any corporation, firm or
association.
 
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SECTION 7.5. -- Titles
 
     Titles are provided herein for convenience only and are not to serve as a
basis for interpretation or construction of the Plan.
 
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