<PAGE>   1
                                                                   EXHIBIT 3.102
                                                                       EXHIBIT A

                     RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                             KATZ MEDIA CORPORATION

                                   * * * * *

     FIRST: The name of the Corporation is Katz Media Corporation.

     SECOND: The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New
Castle, Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware as the same exists or may hereafter be amended 
("Delaware Law").

     FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 100, and the par value of each such share is $.01,
amounting in the aggregate to $1.

     FIFTH: The Board of Directors shall have the power to adopt, amend or
repeal the bylaws of the Corporation.

     SIXTH: Election of directors need not be by written ballot unless the
bylaws of the Corporation so provide.

     SEVENTH: (1) A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director to the fullest extent permitted by Delaware Law.
     
     (2)(a) Each person (and the heirs, executors or administrators of such
person) who was or is a party or is threatened to be made a party to, or is
involved in any threatened, pending or completed action, suit or proceeding, 

<PAGE>   2
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified and held harmless by the Corporation to the fullest extent permitted
by Delaware Law. The right to indemnification conferred in this ARTICLE SEVENTH
shall also include the right to be paid by the Corporation for the expenses
incurred in connection with any such proceeding in advance of its final
disposition to the fullest extent authorized by Delaware Law. The right to
indemnification conferred in this ARTICLE SEVENTH shall be a contract right.

     (b) The Corporation may, by action of its Board of Directors, provide
indemnification to such of the officers, employees and agents of the Corporation
to such extent and to such effect as the Board of Directors shall determine to
be appropriate and authorized by Delaware Law.

     (3) The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or loss
incurred by such person in any such capacity or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under Delaware Law.

     (4) The rights and authority conferred in this ARTICLE SEVENTH shall not be
exclusive of any other right which any person may otherwise have or hereafter
acquire.

     (5) Neither the amendment nor repeal of this ARTICLE SEVENTH, nor the
adoption of any provision of this Certificate of Incorporation or the bylaws of
the Corporation, nor, to the fullest extent permitted by Delaware Law, any
modification of law, shall eliminate or reduce the effect of this ARTICLE
SEVENTH, in respect of any acts or omissions occurring prior to such amendment,
repeal, adoption or modification.

     EIGHTH: The Corporation reserves the right to amend this Certificate of
Incorporation in any manner permitted by Delaware Law and, with the sole
exception of those rights and powers conferred under the above ARTICLE SEVENTH,
all rights and powers conferred herein on





                                       2
<PAGE>   3
stockholders, directors and officers, if any, are subject to this reserved
power.



















                                       3
<PAGE>   4
                                                                       EXHIBIT A

                          CERTIFICATE OF INCORPORATION

                                       OF

                             KATZ ACQUISITION CORP.


     FIRST: The name of the corporation is KATZ ACQUISITION CORP. (the
"Corporation").

     SECOND: The address of the Corporation's registered office in the State of
Delaware is 32 Loockerman Square, Suite L-100, City of Dover, County of Kent,
Delaware 19901. The Prentice-Hall Corporation System, Inc., is the Corporation's
registered agent at that address.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

     FOURTH: The Corporation shall have authority to issue One Thousand (1,000)
shares of Common Stock, par value $1.00 per share.

     FIFTH: The Board of Directors shall have the power to make, alter, or
repeal the bylaws of the Corporation, subject to the right of the stockholders
of the Corporation to alter or repeal any bylaw made by the Board of Directors.

     SIXTH: The Corporation shall, to the fullest extent permitted by the
provisions of the General Corporation Law of Delaware, as now or hereafter in
effect, indemnify all persons whom it may indemnify under such provisions. The
indemnification provided by this section shall not limit or exclude any rights,
indemnities or limitations of liability to which any person may be entitled,
whether as a matter of law, under the bylaws of the Corporation, by agreement,
vote of the stockholders or disinterested directors of the Corporation or
otherwise.

     SEVENTH: The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by paragraph (7) of subsection
(b) of Section 102 of the General Corporation Law of Delaware, as the same may
be amended and supplemented from time to time.

     EIGHTH: The election of directors of the Corporation need not be by written
ballot, unless the bylaws of the Corporation otherwise provide.

<PAGE>   5
     NINTH: Andrea Johnston is the Sole Incorporator and her mailing address is 
c/o Battle Fowler, 280 Park Avenue, New York, New York 10017.

     IN WITNESS WHEREOF, the undersigned has set her hand this 10th day of 
January, 1990.

                                             /s/ Andrea Johnston
                                             ------------------------
                                             Andrea Johnston
                                             Sole Incorporator
                                             c/o Battle Fowler
                                             280 Park Avenue
                                             New York, New York 10017
<PAGE>   6
                                                                          PAGE 1

                               State of Delaware

                        Office of the Secretary of State
                        --------------------------------

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF
"KATZ ACQUISITION CORP.", FILED IN THIS OFFICE ON THE TWENTY-SEVENTH DAY OF
APRIL, A.D. 1990, AT 11:30 O'CLOCK A.M.



 [DELAWARE SECRETARY'S OFFICE SEAL]          /s/ Edward J. Freel
                                             -----------------------------------
                                             Edward J. Freel, Secretary of State

                                             AUTHENTICATION: 7191893
                                                       DATE: 07-26-94

2218896 8100
944138064
<PAGE>   7

                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             KATZ ACQUISITION CORP.


          It is hereby certified that:

          1.  The present name of the Corporation (the "Corporation") is KATZ
ACQUISITION CORP., which is the name under which the Corporation was originally
incorporated; and the date of filing the original Certificate of Incorporation
of the Corporation with the Secretary of State of the State of Delaware is
January 10, 1990.

          2.  The Certificate of Incorporation of the Corporation is hereby
amended by striking out Articles THIRD through NINTH thereof and by substituting
in lieu thereof of new Articles THIRD through NINTH which are set forth in the
Restated Certificate hereinafter provided for.

          3.  The provisions of the Certificate of Incorporation of the
Corporation as herein amended, are hereby restated and integrated in the single
instrument which is hereinafter set forth, and which is entitled Restated
Certificate of Incorporation of KATZ ACQUISITION CORP. without any further
amendments other than the amendments herein certified and without any
discrepancy between the provisions of the Certificate of Incorporation and the
provisions of the said single instrument hereinafter set forth.

          4.  The Corporation has not received payment for any of its stock. The
amendments and the restatement of the Certificate of Incorporation herein
certified have been duly adopted by the sole incorporator in accordance with the
provisions of Section 241 of the General Corporation Law of the State of
Delaware.

          The Certificate of Incorporation of the Corporation, as amended and
restated herein, shall read in its entirety as follows:


                     "RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             KATZ ACQUISITION CORP.

          FIRST:  The name of the Corporation is KATZ ACQUISITION CORP. (the
"Corporation").

          SECOND:  The address of the Corporation's registered office in the
State of Delaware is 32 Loockerman Square, Suite L-100, City of Dover, County of
Kent, Delaware 19901. The Prentice-
<PAGE>   8

Hall Corporation Systems, Inc. is the Corporation's registered agent at that
address.

          THIRD: Purpose. The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may now or hereafter be organized
under the General Corporation Law of the State of Delaware.

          FOURTH: Election and Removal of Board of Directors. Elections of
members of the Board of Directors of the Corporation need not be by written
ballot unless the by-laws of the Corporation so provide. The stockholders at any
time may remove any or all members of the Board of Directors of the Corporation,
with or without cause.

          FIFTH: Stock. The Corporation shall have authority to issue Six
Million (6,000,000) shares, consisting of Three Million (3,000,000) shares
designated as the "Common Stock", of the par value of $.001 per share, and Three
Million (3,000,000) shares designated as the "Preferred Stock", in one or more
series, of the par value of $.001 per share. The Board of Directors shall have
the power to designate by resolution the powers, preferences and relative
rights, and the qualifications, limitations or restrictions with respect to the
Common Stock and each series of the Preferred Stock.

          SIXTH: By-Laws. The Board of Directors of the Corporation from time to
time may make, alter or repeal the by-laws of the Corporation, except as such
power may be limited by any one or more by-laws adopted by the stockholders.

          SEVENTH: Indemnification. The Corporation shall indemnify any and all
persons who it shall have the power to indemnify from and against any and all
liabilities, damages, amounts paid in settlement, costs and expenses, including
attorneys' fees incurred in connection with any threatened, pending or completed
claim, action, suit, proceeding or investigation arising out of or pertaining to
any action or omission occurring prior to or after the date of this Certificate
of Incorporation, to the full extent permitted by the Delaware General
Corporation Law, as the same now exists or may hereafter be amended.

          EIGHTH: Limitation on Director's Liability. No director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of his or her fiduciary duty as a director;
provided, however, that nothing in this Article EIGHTH shall eliminate or limit
the liability of any director (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts of omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174


                                       2
<PAGE>   9
of the General Corporation Law of the State of Delaware or (iv) for any 
transaction from which the director derived an improper personal benefit."

          IN WITNESS WHEREOF, I have executed this Certificate this 26th day of 
April, 1990.


                                        /s/ Andrea Johnston
                                        -------------------
                                        Andrea Johnston
                                        Incorporator

                                       3
<PAGE>   10
                                                                          PAGE 1

                               State of Delaware

                        Office of the Secretary of State

                        ________________________________


     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY 
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF 
DESIGNATION OF "KATZ ACQUISITION CORP.", FILED IN THIS OFFICE ON THE THIRTIETH 
DAY OF APRIL, A.D. 1990, AT 8:30 O'CLOCK A.M.




   [Seal of the                       /s/ Edward J. Freel
 State of Delaware]                   ---------------------------------------
                                      Edward J. Freel, Secretary of State

                                                                                
2218896    8100                                        AUTHENTICATION:  7191892
944138064                                                         DATE: 07-26-94
<PAGE>   11
                                                                          PAGE 1

                               State of Delaware

                        Office of the Secretary of State

                        ________________________________


     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "KATZ ACQUISITION CORP.", CHANGING ITS NAME FROM "KATZ ACQUISITION CORP." TO
"THE KATZ CORPORATION", FILED IN THIS OFFICE ON THE TWENTY-FIFTH DAY OF
SEPTEMBER, A.D. 1992, AT 9 O'CLOCK A.M.




   [Seal of the                       /s/ Edward J. Freel
 State of Delaware]                   ---------------------------------------
                                      Edward J. Freel, Secretary of State

                                                                                
22188968  8100                                          AUTHENTICATION:  7191888
944138064                                                         DATE: 07-26-94
<PAGE>   12
                                FIRST AMENDMENT
                                     OF THE
                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             KATZ ACQUISITION CORP.

     The undersigned, President and Secretary, respectively, of Katz 
Acquisition Corp., a corporation organized and existing under and by virtue of 
the General Corporation Law of the State of Delaware, do hereby certify:

     1. a. The present name of the corporation (hereinafter the "Corporation") 
is Katz Acquisition Corp.;

        b. The date of filing of the original certificate of incorporation of 
the Corporation with the Secretary of State of Delaware is January 10, 1990.

     2. The certificate of incorporation of the Corporation, as restated, is 
hereby amended as hereinafter set forth.

     3. The amendment of the Restated Certificate of Incorporation herein 
certified has been duly adopted in accordance with the provisions of Section 
242 of the General Corporation Law of the State of Delaware.

     FIRST: ARTICLE FIRST is hereby amended to read in its entirety as follows:
          "The name of the Corporation is The Katz Corporation (the 
          "Corporation")."

     SECOND: The first sentence of Section 6(a) of the Certificate of 
Designation of the 15% Preferred Stock is amended by deleting the words "on any 
Dividend Payment Date" and inserting in lieu thereof the words "at any time", 
such that such sentence as amended shall read in its entirety as follows:

          "Subject to the rights of any Senior Stock and the provisions of
          Section 3 hereof, the shares of 15% Stock may be redeemed, at the
          option of the Corporation, in whole or from time to time in part, at
          any time, at the following redemption prices (expressed in percentages
          of the Liquidation Price as of such Dividend Payment Date)."

     THIRD: The first sentence of Section 6(a) of the Certificate of 
Designation of the 25% Preferred Stock is amended by deleting the words "on any 
Dividend Payment Date" and
<PAGE>   13
inserting in lieu thereof the words "at any time," such that such sentence as 
amended shall read in its entirety as follows:

          "Subject to the rights of any Senior Stock and the provisions of
          Section 3 hereof, the shares of 25% Stock may be redeemed, at the
          option of the Corporation, in whole or from time to time in part, at
          any time, at the following redemption prices (expressed in percentages
          of the Liquidation Price as of such Dividend Payment Date)."

Dated: September 24, 1992

                                        /s/ Peter R. Goulazian
                                        -------------------------------------
                                        Peter R. Goulazian
                                        President

                              ATTEST:

                                        /s/ Arnold Sheiffer
                                        -------------------------------------
                                        Arnold Sheiffer
                                        Secretary

<PAGE>   14
                                                                          PAGE 1

                               STATE OF DELAWARE

                        OFFICE OF THE SECRETARY OF STATE

                              --------------------


     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY 
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT 
OF "THE KATZ CORPORATION", CHANGING ITS NAME FROM "THE KATZ CORPORATION" TO 
"KATZ MEDIA CORPORATION", FILED IN THIS OFFICE ON THE TWENTIETH DAY OF JUNE, 
A.D. 1994, AT 3:30 O'CLOCK P.M.



                                   /s/ Edward J. Freel
[DELAWARE SECRETARY'S OFFICE SEAL] -----------------------------------
                                   Edward J. Freel, Secretary of State


                                   AUTHENTICATION:  7191887

                                             DATE:  07-26-94

2218896 8100
944138064

<PAGE>   15
    STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:30 PM 06/20/1994
   944111638 - 2218896
                                SECOND AMENDMENT
                                     OF THE
                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                              THE KATZ CORPORATION
                Under Section 242 of the General Corporation Law

                                 -------------


     The undersigned, Executive Vice President and Assistant Secretary, 
respectively, of The Katz Corporation, a corporation organized and existing 
under and by virtue of the General Corporation Law of the State of Delaware, do 
hereby certify that:

     1.   The name of the corporation is The Katz Corporation (the 
"Corporation"). The name under which the Corporation was originally 
incorporated was Katz Acquisition Corp.

     2.   The date of filing of the original Certificate of Incorporation of 
the Corporation with the Secretary of State of Delaware is January 10, 1990.

     3.   The Certificate of Incorporation of the Corporation, as restated, is 
hereby amended by striking Article FIRST thereof and by substituting in lieu of 
said Article the following new Article FIRST:

               "FIRST: The name of the Corporation is Katz Media Corporation
          (the "Corporation")."

Signed and attested to on June 17, 1994.


                                   THE KATZ CORPORATION

                                   By: /s/ Arnold Sheiffer
                                       ---------------------------
                                       Arnold Sheiffer
                                       Executive Vice President


Attest:

/s/ Harvey Fenster
-----------------------------------
Harvey Fenster, Assistant Secretary