AMFM INC, S-8, 1999-07-19

AMFM INC
S-8, 1999-07-19
RADIO BROADCASTING STATIONS

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<PAGE> 1
As filed with the Securities and Exchange Commission on July 19, 1999.
Registration No. 333-_____
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

AMFM INC.
(formerly known as Chancellor Media Corporation)
(Exact Name of Registrant as Specified in Its Charter)

DELAWARE 75-2247099
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)

1845 WOODALL RODGERS FREEWAY, SUITE 1300 WILLIAM S. BANOWSKY, JR.
DALLAS, TEXAS 75201 1845 WOODALL RODGERS FREEWAY, SUITE 1300
(Address, Including Zip Code, of Registrant's DALLAS, TEXAS 75201
Principal Executive Offices) (214) 922-8700
(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code, of
Agent for Service)

NON-QUALIFIED STOCK OPTION AGREEMENT WITH JEFFREY A. MARCUS DATED MARCH 15, 1999
NON-QUALIFIED STOCK OPTION AGREEMENT WITH ERIC C. NEUMAN DATED MARCH 15, 1999
NON-QUALIFIED STOCK OPTION AGREEMENT WITH THOMAS P. MCMILLIN EFFECTIVE MARCH 15, 1999
NON-QUALIFIED STOCK OPTION AGREEMENT WITH DANIEL J. WILSON EFFECTIVE MARCH 15, 1999
NON-QUALIFIED STOCK OPTION AGREEMENT WITH RICHARD A.B. GLEINER EFFECTIVE MARCH 15, 1999
AMFM INC. 1999 STOCK OPTION PLAN
CAPSTAR BROADCASTING CORPORATION 1998 STOCK OPTION PLAN
WARRANT, DATED APRIL 1, 1998, AS AMENDED, ENTITLING R. STEVEN HICKS TO PURCHASE 460,815 SHARES OF COMMON STOCK, PAR VALUE $.01 PER
SHARE ("COMMON STOCK") OF AMFM INC. (THE "COMPANY" OR THE "REGISTRANT")
WARRANT, DATED APRIL 1, 1998, AS AMENDED, ENTITLING R. STEVEN HICKS TO PURCHASE 126,510 SHARES OF COMMON STOCK
WARRANT, DATED APRIL 1, 1998, AS AMENDED, ENTITLING R. STEVEN HICKS TO PURCHASE 160,106 SHARES OF COMMON STOCK
WARRANT, DATED APRIL 1, 1998, AS AMENDED, ENTITLING R. STEVEN HICKS TO PURCHASE 93,139 SHARES OF COMMON STOCK
WARRANT, DATED APRIL 1, 1998, AS AMENDED, ENTITLING R. STEVEN HICKS TO PURCHASE 247,750 SHARES OF COMMON STOCK
WARRANT, DATED APRIL 1, 1998, AS AMENDED, ENTITLING WILLIAM S. BANOWSKY, JR. TO PURCHASE 74,325 SHARES OF COMMON STOCK
WARRANT, DATED APRIL 1, 1998, AS AMENDED, ENTITLING PAUL D. STONE TO PURCHASE 74,325 SHARES OF COMMON STOCK
WARRANT, DATED JULY 5, 1998, AS AMENDED, ENTITLING D. GEOFFREY ARMSTRONG TO PURCHASE 99,100 SHARES OF COMMON STOCK
(Full Title of the Plans)
</TABLE>

A copy of all communications, including all communications sent to
agent for service, should be sent to:

MICHAEL A. SASLAW
WEIL, GOTSHAL & MANGES LLP
100 CRESCENT COURT, SUITE 1300
DALLAS, TEXAS 75201

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE

=========================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered (1) Per Share (2) Offering Price (2) Registration Fee
- ------------------------- ----------------------- ----------------------- ----------------------- -----------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 Par Value 14,740,773 Shares $ 56.063 $ 685,993,701 $ 190,707
========================= ======================= ======================= ======================= =======================
</TABLE>

(1) Of the shares of Common Stock being registered hereby, 800,000 shares
relate to the shares issuable upon exercise of options granted under
the Non-Qualified Stock Option Agreement with Jeffrey A. Marcus dated
March 15, 1999 (the "Marcus Stock Option Agreement"), 400,000 shares
relate to the shares issuable upon exercise of options granted under
the Non-Qualified Stock Option Agreement with Eric C. Neuman dated
March 15, 1999 (the "Neuman Stock Option Agreement"), 150,000 shares
relate to the shares issuable upon exercise of the options granted
under the Non-Qualified Stock Option Agreement with Thomas P. McMillin
effective March 15, 1999 (the "McMillin Stock Option Agreement"),
50,000 shares relate to the shares issuable upon exercise of the
options granted under the Non-Qualified Stock Option Agreement with
Daniel J. Wilson effective March 15, 1999 (the "Wilson Stock Option
Agreement"), 120,000 shares relate to the shares issuable upon exercise
of the options granted under the Non-Qualified Stock Option Agreement
with Richard A.B. Gleiner effective March 15, 1999 (the "Gleiner Stock
Option Agreement"), 10,000,000 shares relate to the shares issuable
upon exercise of the options granted under the AMFM Inc. 1999 Stock
Option Plan (the "1999 Plan"), 1,884,704 shares relate to the shares
issuable upon exercise of the options granted under the Capstar
Broadcasting Corporation 1998 Stock Option Plan (the "Capstar Plan"),
460,815 shares relate to the shares issuable upon the exercise of that
certain Warrant granted to R. Steven Hicks, dated April 1, 1998, as
amended (the "Hicks Warrant I"), 126,510 shares relate to the shares
issuable upon the exercise of that certain Warrant granted to R. Steven
Hicks, dated April 1, 1998, as amended (the "Hicks Warrant II"),
160,106 shares relate to the shares issuable upon the exercise of that
certain Warrant granted to R. Steven Hicks, dated April 1, 1998, as
amended (the "Hicks Warrant III"), 93,139 shares relate to the shares
issuable upon the exercise of that certain Warrant granted to R.
Steven Hicks, dated April 1, 1998, as amended (the "Hicks Warrant
IV"), 247,750 shares relate to the shares issuable upon the exercise
of that certain Warrant granted to R. Steven Hicks, dated April 1,
1998, as amended (the "Hicks Warrant V"), 74,325 shares issuable upon
the exercise of that certain Warrant granted to William S. Banowsky,
Jr., dated April 1, 1998, as amended (the "Banowsky Warrant"), 74,325
shares issuable upon the exercise of that certain Warrant granted to
Paul D. Stone, dated April 1, 1998, as amended (the "Stone Warrant"),
and 99,100 shares issuable upon the exercise of that certain Warrant
granted to D. Geoffrey Armstrong, dated July 5, 1998, as amended (the
"Armstrong Warrant").

(2) For purposes of computing the registration fee only. Pursuant to Rules
457(c), 457(g) and 457(h) under the Securities Act of 1933 (the
"Securities Act"), the Proposed Maximum Aggregate Offering Price Per
Share and Proposed Maximum Aggregate Offering Price are based upon the
actual price at which the options and warrants may be exercised, and
the average of the high and low prices reported by the consolidated
reporting system of the New York Stock Exchange on July 15, 1999 for
the balance.

================================================================================

<PAGE> 2

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents are incorporated by reference in this
Registration Statement:

(a) Annual Report on Form 10-K for the year ended December 31, 1998
filed by the Company pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), which contains audited financial
statements for the year ended December 31, 1998 as amended by an Amendment No. 1
to Annual Report on Form 10-K/A filed on April 30, 1999.

(b) The Quarterly Report on Form 10-Q for the quarter ended March 31,
1999 filed by the Company pursuant to Section 13 of the Exchange Act.

(c) The Current Reports on Forms 8-K and 8-K/A filed on January 7,
1999, February 12, 1999, February 16, 1999, March 16, 1999, May 3, 1999, May 5,
1999, June 8, 1999 and July 15, 1999.

(d) The Description of the Company's common stock, $.01 par value per
share ("Common Stock") contained in the section entitled "Description of
Chancellor Media Capital Stock - Common Stock" of the Joint Proxy
Statement/Prospectus of the Company contained in the Company's Registration
Statement on Form S-4 (File No. 333-80173) filed with the Commission on June 8,
1999 and supplemented by post-effective amendment on July 1, 1999.

All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement that indicates that all of the shares of Common
Stock offered have been sold or which deregisters all of such shares then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents. Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not required to be filed with this Registration Statement.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

The validity of the shares of Common Stock registered hereunder will be
passed upon for the Company by Weil, Gotshal & Manges LLP, Dallas, Texas
("WGM"). Certain partners of WGM own interests in the Company.

II-1
<PAGE> 3

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Section 145 of the Delaware General Corporation Law (the "DGCL")
empowers a Delaware corporation to indemnify any person who is, or threatened to
be made, a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal administrative or investigative (other than
an action by or in the right of such corporation) by reason of the fact that
such person is or was an officer or director of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee or
agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding provided that he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. A Delaware corporation may
indemnify officers and directors in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to him against the expenses
which he actually and reasonably incurred in connection therewith.

The Company's Second Amended and Restated Certificate of Incorporation
provides that no director of the Company shall be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit.

The Company's Second Amended and Restated Certificate of Incorporation
provides that the Company shall indemnify every person who is or was a party or
is or was threatened to be made a party to any action suit, or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation or,
while a director, officer, employee or agent of the corporation, is or was
serving at the request of the corporation as a director, officer, employee,
agent or trustee of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses (including
attorneys' fees) actually and reasonable incurred by him in connection
therewith.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

4.1 Marcus Stock Option Agreement.*

4.2 Neuman Stock Option Agreement.*

II-2
<PAGE> 4
4.3 McMillin Stock Option Agreement.*

4.4 Wilson Stock Option Agreement.*

4.5 Form of Gleiner Stock Option Agreement.*

4.6 1999 Plan.*

4.7 Capstar Plan.(1)

4.7a First Amendment to the Capstar Plan, effective August 26,
1998.(2)

4.8 Hicks Warrant I.(3)

4.9 Hicks Warrant II.(3)

4.10 Hicks Warrant III.(3)

4.11 Hicks Warrant IV.(3)

4.12 Hicks Warrant V.(3)

4.12a First Amendment to Hicks Warrants I, II, III, IV and V,
effective August 26, 1998.(2)

4.12b Second Amendment to Hicks Warrants I, II, III, IV and V,
effective April 29, 1999.(4)

4.13 Banowsky Warrant.(3)

4.13a First Amendment to Banowsky Warrant, effective August 26,
1998.(2)

4.13b Second Amendment to Banowsky Warrant, effective April 29,
1999.(4)

4.14 Stone Warrant.(3)

4.14a First Amendment to Stone Warrant, effective August 28,
1998.(2)

4.14b Second Amendment to Stone Warrant, effective April 29,
1999.(4)

4.15 Armstrong Warrant.(5)

4.15a First Amendment to Armstrong Warrant, effective August 28,
1998.(2)

4.15b Second Amendment to Armstrong Warrant, effective April 29,
1999.(4)

5.1 Opinion of Weil, Gotshal & Manges LLP.*

23.1 Consent of PricewaterhouseCoopers LLP, independent
accountants.*

23.2 Consent of KPMG LLP, independent accountants.*

23.3 Consent of Arthur Andersen LLP, independent accountants.*

23.4 Consent of Barbich Longcrier Hooper & King Accountancy
Corporation, independent auditors.*

23.5 Consent of Weil, Gotshal & Manges LLP (included in Exhibit
5.1).

24.1 Power of Attorney (included on signature pages).

- ---------------
* filed herewith

(1) Incorporated by reference to Capstar Broadcasting Corporation's ("Capstar")
Registration Statement on Form S-1/A, dated May 11, 1998, file number
333-48819.

(2) Incorporated by reference to Capstar's 1998 Annual Report on Form 10-K,
dated March 31, 1999, file number 001-14107.

(3) Incorporated by reference to Capstar's Current Report on Form 8-K, dated
June 15, 1998, file number 001-14107.

(4) Incorporated by reference to Capstar's First Quarter Report on Form 10-Q,
dated May 17, 1999, file number 001-14107.

(5) Incorporated by reference to Capstar's Registration Statement on Form S-8,
dated July 27, 1998, file number 333-59937.

ITEM 9. UNDERTAKINGS.

The Company hereby undertakes:

(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration
Statement to include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in the Registration
Statement.

II-3
<PAGE> 5

(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

II-4

<PAGE> 6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on this 13th day of July,
1999.

AMFM INC.

By: /s/ D. GEOFFREY ARMSTRONG
----------------------------------
D. Geoffrey Armstrong
Executive Vice President
and Chief Financial Officer

Each person whose signature appears below constitutes and appoints James E.
de Castro and D. Geoffrey Armstrong, and each of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in his name, place and stead, in any and all capacities, to
sign any or all further amendment, including post-effective amendments, to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ THOMAS O. HICKS Chairman of the Board and Chief July 13, 1999
- ----------------------------------------------------- Executive Officer (Principal
Thomas O. Hicks Executive Officer)

/s/ JAMES E. DE CASTRO Vice Chairman -- President and July 13, 1999
- ----------------------------------------------------- Chief Executive Officer of
James E. de Castro AMFM Radio Group and Director

/s/ R. STEVEN HICKS Vice Chairman -- President and July 13, 1999
- ----------------------------------------------------- Chief Executive Officer of
R. Steven Hicks AMFM New Media Group and
Director

/s/ D. GEOFFREY ARMSTRONG Executive Vice President and July 13, 1999
- ----------------------------------------------------- Chief Financial Officer
D. Geoffrey Armstrong (Principal Financial Officer)

/s/ W. SCHUYLER HANSEN Senior Vice President and Chief July 13, 1999
- ----------------------------------------------------- Accounting Officer (Principal
W. Schuyler Hansen Accounting Officer)

/s/ ROBERT L. CRANDALL Director July 13, 1999
- -----------------------------------------------------
Robert L. Crandall
</TABLE>

II-5
<PAGE> 7

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ THOMAS J. HODSON Director July 13, 1999
- -----------------------------------------------------
Thomas J. Hodson

/s/ VERNON E. JORDAN, JR. Director July 13, 1999
- -----------------------------------------------------
Vernon E. Jordan, Jr.

/s/ MICHAEL J. LEVITT Director July 13, 1999
- -----------------------------------------------------
Michael J. Levitt

/s/ PERRY J. LEWIS Director July 13, 1999
- -----------------------------------------------------
Perry J. Lewis

/s/ JOHN H. MASSEY Director July 13, 1999
- -----------------------------------------------------
John H. Massey

/s/ LAWRENCE D. STUART, JR. Director July 13, 1999
- -----------------------------------------------------
Lawrence D. Stuart, Jr.

/s/ R. GERALD TURNER Director July 13, 1999
- -----------------------------------------------------
R. Gerald Turner

/s/ J. OTIS WINTERS Director July 13, 1999
- -----------------------------------------------------
J. Otis Winters
</TABLE>

II-6
<PAGE> 8
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
4.1 Marcus Stock Option Agreement.*

4.2 Neuman Stock Option Agreement.*

4.3 McMillin Stock Option Agreement.*

4.4 Wilson Stock Option Agreement.*

4.5 Form of Gleiner Stock Option Agreement.*

4.6 1999 Plan.*

4.7 Capstar Plan.(1)

4.7a First Amendment to the Capstar Plan, effective August 26,
1998.(2)

4.8 Hicks Warrant I.(3)

4.9 Hicks Warrant II.(3)

4.10 Hicks Warrant III.(3)

4.11 Hicks Warrant IV.(3)

4.12 Hicks Warrant V.(3)

4.12a First Amendment to Hicks Warrants I, II, III, IV and V,
effective August 26, 1998.(2)

4.12b Second Amendment to Hicks Warrants I, II, III, IV and V,
effective April 29, 1999.(4)

4.13 Banowsky Warrant.(3)

4.13a First Amendment to Banowsky Warrant, effective August 26,
1998.(2)

4.13b Second Amendment to Banowsky Warrant, effective April 29,
1999.(4)

4.14 Stone Warrant.(3)

4.14a First Amendment to Stone Warrant, effective August 28,
1998.(2)

4.14b Second Amendment to Stone Warrant, effective April 29,
1999.(4)

4.15 Armstrong Warrant.(5)

4.15a First Amendment to Armstrong Warrant, effective August 28,
1998.(2)

4.15b Second Amendment to Armstrong Warrant, effective April 29,
1999.(4)

5.1 Opinion of Weil, Gotshal & Manges LLP.*

23.1 Consent of PricewaterhouseCoopers LLP, independent
accountants.*

23.2 Consent of KPMG LLP, independent accountants.*

23.3 Consent of Arthur Andersen LLP, independent accountants.*

23.4 Consent of Barbich Longcrier Hooper & King Accountancy
Corporation, independent auditors.*

23.5 Consent of Weil, Gotshal & Manges LLP (included in Exhibit
5.1).

24.1 Power of Attorney (included on signature pages).
</TABLE>

- ---------------
* filed herewith

(1) Incorporated by reference to Capstar Broadcasting Corporation's ("Capstar")
Registration Statement on Form S-1/A, dated May 11, 1998, file number
333-48819.

(2) Incorporated by reference to Capstar's 1998 Annual Report on Form 10-K,
dated March 31, 1999, file number 001-14107.

(3) Incorporated by reference to Capstar's Current Report on Form 8-K, dated
June 15, 1998, file number 001-14107.

(4) Incorporated by reference to Capstar's First Quarter Report on Form 10-Q,
dated May 17, 1999, file number 001-14107.

(5) Incorporated by reference to Capstar's Registration Statement on Form S-8,
dated July 27, 1998, file number 333-59937.

<PAGE> 1
EXHIBIT 4.1

NON-QUALIFIED STOCK OPTION AGREEMENT

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), dated as
of March 15, 1999 is made by and between Chancellor Media Corporation, a
Delaware corporation (the "Company") and Jeffrey A. Marcus (the "Optionee").

WHEREAS, the Company and the Optionee have entered into an agreement
(the "Termination Agreement") effective March 15, 1999 (the "Termination Date")
with respect to the parties' decision to jointly terminate the Optionee's
employment agreement after continuing certain provisions thereof; and

WHEREAS, pursuant to the Termination Agreement, the Company shall grant
the Optionee the opportunity to purchase shares of its $.01 par value Common
Stock ("Common Stock"); and

WHEREAS, the Committee (as hereinafter defined) has instructed the
undersigned officers to issue said Option.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable consideration, receipt of which is hereby acknowledged,
the parties hereto do hereby agree as follows:

ARTICLE 1

DEFINITIONS

Whenever the following terms are used in this Agreement, 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 the plural, where the context so indicates.

Section 1.1. "Board" shall mean the Board of Directors of the Company.

Section 1.2. "Code" shall mean the Internal Revenue Code of 1986, as
amended.

Section 1.3. "Committee" shall mean the Stock Option Committee or the
Compensation Committee (discharging the functions of the Stock Option Committee)
of the Board, as applicable.

Section 1.4. "Company" shall mean Chancellor Media Corporation.

Section 1.5. "Director" shall mean a member of the Board.

Section 1.6. "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

<PAGE> 2
Section 1.7. "Officer" shall mean an officer of the Company, as defined
in Rule 16a-1(f) under the Exchange Act, as such Rule may be amended in the
future.

Section 1.8. "Option" shall mean the non-qualified option to purchase
Common Stock of the Company granted under this Agreement.

Section 1.9. "Parent Corporation" shall mean any corporation in an
unbroken chain of corporations ending with the Company if each of the
corporations other than the Company then owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in one
(1) of the other corporations in such chain.

Section 1.10. "Rule 16b-3" shall mean that certain Rule 16b-3 under the
Exchange Act, as such Rule may be amended in the future.

Section 1.11. "Secretary" shall mean the Secretary of the Company.

Section 1.12. "Securities Act" shall mean the Securities Act of 1933,
as amended.

Section 1.13. "Subsidiary" shall mean any corporation in an unbroken
chain of corporations beginning with the Company if each of the corporations
other than the last corporation in the unbroken chain then owns stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of
stock in one (1) of the other corporations in such chain.

Section 1.14. "Termination Date" shall mean March 15, 1999.

Section 1.15. "Transaction" shall mean any one or more transactions in
which the Company (a) consolidates with or merges into any other person or
entity and is not the continuing or surviving corporation of that consolidation
or merger, (b) permits any other person or entity to consolidate with or merge
into the Company with the Company being the continuing or surviving corporation
and, in connection with that consolidation or merger, common stock of the
Company is changed into or exchanged for cash, stock or other securities of any
other person or entity or any other property, (c) transfers all or substantially
all of its properties and assets to any person or entity, or (d) effects a
capital reorganization or reclassification of common stock of the Company.

ARTICLE 2

GRANT OF OPTION

Section 2.1. Grant of Option. For good and valuable consideration on
the date hereof the Company irrevocably grants to the Optionee the option to
Purchase any part or all of an aggregate of Eight Hundred Thousand (800,000)
shares of its Common Stock upon the terms and conditions set forth in this
Agreement.

Section 2.2. Purchase Price. The purchase price of each share of Common
Stock covered by the Option shall be equal to $47.0625, the average closing
price per

2
<PAGE> 3

share of Common Stock on the Nasdaq National Market System for the twenty (20)
trading days ending March 12, 1999, or $37,650,000 in the aggregate for all
shares covered by the Agreement.

ARTICLE 3

PERIOD OF EXERCISABILITY

Section 3.1. Commencement of Exercisability. The Option shall become
exercisable on the date hereof.

Section 3.2. Duration of Exercisability. The Option, which becomes
exercisable pursuant to Section 3.1, shall remain exercisable until it becomes
unexercisable under Section 3.3.

Section 3.3. Expiration of Option. The Option may not be exercised to
any extent by anyone after March 15, 2009, the expiration of ten (10) years from
the Termination Date.

In the event a Transaction occurs after the date hereof but before the
Option is exercised, then (and in the case of each such Transaction) the Option
shall continue in existence and the optioned stock shall represent, in lieu of
the Common Stock issuable upon exercise before the Transaction, the amount of
cash, securities or other property to which the Optionee would be entitled as a
stockholder of the Company as a result of the Transaction had the Optionee
properly exercised the Option immediately prior to such Transaction; provided,
however, that the Optionee may elect in his sole discretion for such Option to
be treated in the same manner, if different from the treatment provided in this
sentence, that options held by employees of the Company are generally treated in
connection with such Transaction.

ARTICLE 4

EXERCISE OF OPTION

Section 4.1. Person Eligible to Exercise. During the lifetime of the
Optionee, only the Optionee may exercise the Option or any portion thereof.
After the death of the Optionee, any exercisable portion of the Option may,
prior to the time when the Option becomes unexercisable under Section 3.3, be
exercised by his personal representative or by any person empowered to do so
under the Optionee's will or under the then applicable laws of descent and
distribution.

Section 4.2. Partial Exercise. Any exercisable portion of the Option or
the entire Option if then wholly exercisable, may be exercised in whole or in
part at any time prior to the time when the Option or portion thereof becomes
unexercisable under Section 3.3; provided, however, that each partial exercise
shall be for not less than two hundred (200) shares and shall be for whole
shares only.

3
<PAGE> 4

Section 4.3. Manner of Exercise. The 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 the Option or such portion becomes
unexercisable under Section 3.3:

(a) Notice in writing signed by the Optionee or the other
Person then entitled to exercise the Option or portion, stating that
the Option or portion is thereby exercised; and

(b) (i) Full payment (in cash or by check) for the shares with
respect to which such Option or portion is exercised; or

(ii) With the consent of the Committee, (A) shares of
the Company's Common Stock owned by the Optionee duly endorsed
for transfer to the Company or (B) subject to the timing
requirements of Section 4.4 shares of the Company's Common
Stock issuable to the Optionee upon exercise of the Option,
with a fair market value on the date of Option exercise equal
to the aggregate purchase price of the shares with respect to
which such Option or portion is exercised; or

(iii) With the consent of the Committee, a full
recourse promissory note bearing interest (at no less than
such rate as shall then preclude the imputation of interest
under the Code or successor provision) and payable upon such
terms as may be prescribed by the Committee. The Committee may
also prescribe the form of such note and the security to be
given for such note. The Option may not be exercised however,
by delivery of a promissory note or by a loan from the Company
when or where such loan or other extension of credit is
prohibited by law; or

(iv) With the consent of the Committee, any
combination of the consideration provided in the foregoing
subparagraphs (i), (ii) and (iii); and

(c) Full payment to the Company (or other employer
corporation) of all amounts which, under federal, state or local tax
law, it is required to withhold upon exercise of the Option; with the
consent of the Committee, (i) shares of the Company's Common Stock
owned by the Optionee duly endorsed for transfer, or (ii) subject to
the timing requirements of Section 4.4, shares of the Company's Common
Stock issuable to the Optionee upon exercise of the Option, valued at
fair market value at the date of Option exercise, may be used to make
all or part of such payment; and

4
<PAGE> 5

(d) In the event the Option or portion shall be exercised
pursuant to Section 4.1 by any person or persons other than the
Optionee, appropriate proof of the right of such person or persons to
exercise the Option.

Section 4.4. Conditions to Issuance of Stock Certificates. The shares
of stock deliverable upon the exercise of the Option, or any portion thereof,
may be either previously authorized but unissued shares or issued shares which
have then been reacquired by the Company. Such shares shall be fully paid and
nonassessable. The Company shall not be required to issue or deliver any
certificate or certificates for shares of stock purchased upon the exercise of
the 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 rulings or
regulations of the Securities and Exchange Commission or of any
other governmental regulatory body, which the Committee 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 Committee shall, in
its absolute discretion, determine to be necessary or advisable;
and

(d) The payment to the Company (or other employer corporation)
of all amounts which, under federal, state or local tax law, it is
required to withhold upon exercise of the Option; and

(e) The lapse of such reasonable period of time following the
exercise of the Option as the Committee may from time to time
establish for reasons of administrative convenience.

Notwithstanding the provisions of the Termination Agreement with respect to the
registration of the shares of stock deliverable upon the exercise of the
Option, the parties agree that the Company will register such shares on Form
S-8 or another appropriate form by June 3, 1999.

Section 4.5. Rights as Shareholder. The holder of the Option shall not
be nor have any of the rights or privileges of, a shareholder of the Company in
respect of any shares purchasable upon the exercise of any part of the Option
unless and until certificates representing such shares shall have been issued by
the Company to such holder.

5
<PAGE> 6

event that there occurs any dividend or other distribution (whether in the form
of cash, common stock, other securities, or other property), recapitalization,
reclassification, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, liquidation,
dissolution, or sale, transfer, exchange or other disposition of all or
substantially all of the assets of the Company, or exchange of common stock or
other securities of the Company, issuance of warrants or other rights to
purchase Common Stock or other securities of the Company, or other similar
corporate transaction or event, the Committee shall determine, in its good faith
and commercially reasonable discretion, whether any such occurrence affects the
Common Stock such that an adjustment is appropriate in order to prevent dilution
or enlargement of the benefits or potential benefits intended to be made
available with respect to the Option. If, in accordance with the immediately
preceding sentence, an adjustment is determined to be appropriate, then the
Company shall make such adjustment. For purposes of this Section 4.6, the term
"Company" shall be deemed to include any successor to the Company pursuant to
any Transaction and the term "Committee" shall be deemed to include any similar
committee of the governing body of any such successor to the Company (or, if
there is no such committee, the governing body of such successor).

ARTICLE 5

OTHER PROVISIONS

Section 5.1. Administration. The Committee shall have the power to
interpret this Agreement and to adopt such rules for the administration,
interpretation and application of this Agreement as are consistent therewith and
to interpret or revoke any such rules. All actions taken and all interpretations
and determinations made, by the Committee in good faith shall be final and
binding upon the Optionee, the Company and all other interested persons. No
member of the Committee shall be personally liable for any action, determination
or interpretation made in good faith with respect to the Option. The Board shall
have no right to exercise any of the rights or duties of the Committee under
this Agreement.

Section 5.2. Option Not Transferable. Neither the Option nor any
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 will
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 this Section 5.2 shall not prevent transfers by will or by the
applicable laws of descent and distribution.

Section 5.3. Shares To Be Reserved. The Company shall at all times
during the term of the Option reserve and keep available such number of shares
of stock as will be sufficient to satisfy the requirements of this Agreement.

Section 5.4. Notices. Any notice to be given under the terms of this
Agreement to the Company shall be addressed to the Company in care of its
Secretary, and any

6
<PAGE> 7

notice to be given to the Optionee shall be addressed to him at the address
given beneath his signature hereto. By a notice given pursuant to this Section
5.4, either party may hereafter designate a different address for notices to be
given to him. Any notice which is required to be given to the Optionee shall, if
the Optionee is then deceased, be given to the Optionee's personal
representative if such representative has previously informed the Company of his
status and address by written notice under this Section 5.4. Any notice shall be
deemed duly given when enclosed in a properly sealed envelope or wrapper
addressed as aforesaid, deposited (with postage prepaid) in a post office or
branch post office regularly maintained by the United States Postal Service.

Section 5.5. Titles. Titles are provided herein for convenience only
and are not to serve as a basis for interpretation or construction of this
Agreement.

Section 5.6. Withholding. The Company shall be entitled to require
payment in cash or deduction from other compensation payable to the Optionee of
any sums required by federal, state or local tax law to be withheld with respect
to the issuance, vesting, exercise or payment of any Option. The Committee may
in its discretion and in satisfaction of the foregoing requirement allow such
Optionee to elect to have the Company withhold shares of Common Stock otherwise
issuable under such Option (or allow the return of shares of Common Stock)
having a fair market value equal to the sums required to be withheld.

Section 5.7. Construction. This Agreement shall be administered,
interpreted and enforced under the laws of the State of Delaware.

Section 5.8. Conformity to Securities Laws. The Optionee acknowledges
that this Agreement 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 Option is 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, this Agreement shall be deemed amended to the
extent necessary to conform to such laws, rules and regulations.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

7
<PAGE> 8

IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties hereto.

CHANCELLOR MEDIA CORPORATION

By: /s/ WILLIAM S. BANOWSKY, JR.
--------------------------------
William S. Banowsky, Jr.
Executive Vice President and
General Counsel

ACCEPTED BY:

/s/ JEFFREY A. MARCUS
- -----------------------------------
Jeffrey A. Marcus

Address: 6801 Turtle Creek Boulevard
Dallas, Texas 75205

Optionee's Taxpayer
Identification Number:
- ----------------------
###-##-####

<PAGE> 1
EXHIBIT 4.2

NON-QUALIFIED STOCK OPTION AGREEMENT

WHEREAS, pursuant to the Termination Agreement, the Company shall grant
the Optionee the opportunity to purchase shares of its $.01 par value Common
Stock ("Common Stock"); and

WHEREAS, the Committee (as hereinafter defined) has instructed the
undersigned officers to issue said Option.

ARTICLE 1

DEFINITIONS

Section 1.1. "Board" shall mean the Board of Directors of the Company.

Section 1.2. "Code" shall mean the Internal Revenue Code of 1986, as
amended.

Section 1.3. "Committee" shall mean the Stock Option Committee or the
Compensation Committee (discharging the functions of the Stock Option Committee)
of the Board, as applicable.

Section 1.4. "Company" shall mean Chancellor Media Corporation.

Section 1.5. "Director" shall mean a member of the Board.

Section 1.6. "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

<PAGE> 2

Section 1.7. "Officer" shall mean an officer of the Company, as defined
in Rule 16a-1(f) under the Exchange Act, as such Rule may be amended in the
future.

Section 1.8. "Option" shall mean the non-qualified option to purchase
Common Stock of the Company granted under this Agreement.

Section 1.10. "Rule 16b-3" shall mean that certain Rule 16b-3 under the
Exchange Act, as such Rule may be amended in the future.

Section 1.11. "Secretary" shall mean the Secretary of the Company.

Section 1.12. "Securities Act" shall mean the Securities Act of 1933,
as amended.

Section 1.14. "Termination Date" shall mean March 15, 1999.

ARTICLE 2

GRANT OF OPTION

Section 2.1. Grant of Option. For good and valuable consideration on
the date hereof the Company irrevocably grants to the Optionee the option to
Purchase any part or all of an aggregate of Four Hundred Thousand (400,000)
shares of its Common Stock upon the terms and conditions set forth in this
Agreement.

Section 2.2. Purchase Price. The purchase price of each share of Common
Stock covered by the Option shall be equal to $47.0625, the average closing
price per

2
<PAGE> 3
share of Common Stock on the Nasdaq National Market System for the twenty (20)
trading days ending March 12, 1999, or $18,825,000 in the aggregate for all
shares covered by the Agreement.

ARTICLE 3

PERIOD OF EXERCISABILITY

Section 3.1. Commencement of Exercisability. The Option shall become
exercisable on the date hereof.

Section 3.2. Duration of Exercisability. The Option, which becomes
exercisable pursuant to Section 3.1, shall remain exercisable until it becomes
unexercisable under Section 3.3.

Section 3.3. Expiration of Option. The Option may not be exercised to
any extent by anyone after March 15, 2009, the expiration of ten (10) years from
the Termination Date.

ARTICLE 4

EXERCISE OF OPTION

3
<PAGE> 4

(a) Notice in writing signed by the Optionee or the other Person
then entitled to exercise the Option or portion, stating that the
Option or portion is thereby exercised; and

(b) (i) Full payment (in cash or by check) for the shares with
respect to which such Option or portion is exercised; or

(iv) With the consent of the Committee, any
combination of the consideration provided in the foregoing
subparagraphs (i), (ii) and (iii); and

(c) Full payment to the Company (or other employer corporation) of
all amounts which, under federal, state or local tax law, it is
required to withhold upon exercise of the Option; with the consent of
the Committee, (i) shares of the Company's Common Stock owned by the
Optionee duly endorsed for transfer, or (ii) subject to the timing
requirements of Section 4.4, shares of the Company's Common Stock
issuable to the Optionee upon exercise of the Option, valued at fair
market value at the date of Option exercise, may be used to make all or
part of such payment; and

4
<PAGE> 5
(d) In the event the Option or portion shall be exercised
pursuant to Section 4.1 by any person or persons other than the
Optionee, appropriate proof of the right of such person or persons
to exercise the Option.

(a) The admission of such shares to listing on all stock
exchanges on which such class of stock is then listed; and

(c) The obtaining of any approval or other clearance from any
state or federal governmental agency which the Committee shall, in
its absolute discretion, determine to be necessary or advisable;
and

(d) The payment to the Company (or other employer corporation)
of all amounts which, under federal, state or local tax law, it is
required to withhold upon exercise of the Option; and

(e) The lapse of such reasonable period of time following the
exercise of the Option as the Committee may from time to time
establish for reasons of administrative convenience.

Notwithstanding the provisions of the Termination Agreement with respect to the
registration of the shares of stock deliverable upon the exercise of the Option,
the parties agree that the Company will register such shares on Form S-8 or
another appropriate form by June 3, 1999.

5
<PAGE> 6

ARTICLE 5

OTHER PROVISIONS

Section 5.4. Notices. Any notice to be given under the terms of this
Agreement to the Company shall be addressed to the Company in care of its
Secretary, and any

6
<PAGE> 7
notice to be given to the Optionee shall be addressed to him at the address
given beneath his signature hereto. By a notice given pursuant to this Section
5.4, either party may hereafter designate a different address for notices to be
given to him. Any notice which is required to be given to the Optionee shall, if
the Optionee is then deceased, be given to the Optionee's personal
representative if such representative has previously informed the Company of his
status and address by written notice under this Section 5.4. Any notice shall be
deemed duly given when enclosed in a properly sealed envelope or wrapper
addressed as aforesaid, deposited (with postage prepaid) in a post office or
branch post office regularly maintained by the United States Postal Service.

Section 5.5. Titles. Titles are provided herein for convenience only
and are not to serve as a basis for interpretation or construction of this
Agreement.

Section 5.7. Construction. This Agreement shall be administered,
interpreted and enforced under the laws of the State of Delaware.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

7
<PAGE> 8

IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties hereto.

CHANCELLOR MEDIA CORPORATION

By: /s/ WILLIAM S. BANOWSKY, JR.
----------------------------------
William S. Banowsky, Jr.
Executive Vice President and
General Counsel

ACCEPTED BY:

/s/ ERIC C. NEUMAN
- --------------------------------------
Eric C. Neuman

Address: 3608 Greenbriar Drive
Dallas, Texas 75225

Optionee's Taxpayer
Identification Number:
- ----------------------
###-##-####

<PAGE> 1
EXHIBIT 4.3

NON-QUALIFIED STOCK OPTION AGREEMENT

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), executed
on June 14, 1999 to be effective as of March 15, 1999 is made by and between
Chancellor Media Corporation, a Delaware corporation (the "Company") and Thomas
P. McMillin (the "Optionee").

WHEREAS, the Company and the Optionee have entered into an agreement
(the "Termination Agreement") effective March 15, 1999 (the "Termination Date"),
as amended on June 14, 1999, with respect to the parties' decision to jointly
terminate the Optionee's employment agreement after continuing certain
provisions thereof; and

WHEREAS, pursuant to the Termination Agreement, the Company shall grant
the Optionee the opportunity to purchase shares of its $.01 par value Common
Stock ("Common Stock"); and

WHEREAS, the Committee (as hereinafter defined) has instructed the
undersigned officers to issue said Option.

ARTICLE 1

DEFINITIONS

Whenever the following terms are used in this Agreement, 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 the plural, where the context so indicates.

Section 1.1. "Board" shall mean the Board of Directors of the Company.

Section 1.2. "Code" shall mean the Internal Revenue Code of 1986, as
amended.

Section 1.3. "Committee" shall mean the Stock Option Committee or the
Compensation Committee (discharging the functions of the Stock Option Committee)
of the Board, as applicable.

Section 1.4. "Company" shall mean Chancellor Media Corporation.

Section 1.5. "Director" shall mean a member of the Board.

Section 1.6. "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

<PAGE> 2

Section 1.7. "Officer" shall mean an officer of the Company, as defined
in Rule 16a-1(f) under the Exchange Act, as such Rule may be amended in the
future.

Section 1.8. "Option" shall mean the non-qualified option to purchase
Common Stock of the Company granted under this Agreement.

Section 1.10. "Rule 16b-3" shall mean that certain Rule 16b-3 under the
Exchange Act, as such Rule may be amended in the future.

Section 1.11. "Secretary" shall mean the Secretary of the Company.

Section 1.12. "Securities Act" shall mean the Securities Act of 1933,
as amended.

Section 1.14. "Termination Date" shall mean March 15, 1999.

ARTICLE 2

GRANT OF OPTION

Section 2.1. Grant of Option. For good and valuable consideration on
the effective date hereof the Company irrevocably grants to the Optionee the
option to Purchase any part or all of an aggregate of One Hundred Fifty Thousand
(150,000) shares of its Common Stock upon the terms and conditions set forth in
this Agreement.

Section 2.2. Purchase Price. The purchase price of each share of Common
Stock covered by the Option shall be equal to $47.0625, the average closing
price per

2
<PAGE> 3

share of Common Stock on the Nasdaq National Market System for the twenty (20)
trading days ending March 12, 1999, or $7,059,375 in the aggregate for all
shares covered by the Agreement.

ARTICLE 3

PERIOD OF EXERCISABILITY

Section 3.1. Commencement of Exercisability. The Option shall become
exercisable on the effective date hereof.

Section 3.2. Duration of Exercisability. The Option, which becomes
exercisable pursuant to Section 3.1, shall remain exercisable until it becomes
unexercisable under Section 3.3.

Section 3.3. Expiration of Option. The Option may not be exercised to
any extent by anyone after March 15, 2009, the expiration of ten (10) years from
the Termination Date.

In the event a Transaction occurs after the effective date hereof but
before the Option is exercised, then (and in the case of each such Transaction)
the Option shall continue in existence and the optioned stock shall represent,
in lieu of the Common Stock issuable upon exercise before the Transaction, the
amount of cash, securities or other property to which the Optionee would be
entitled as a stockholder of the Company as a result of the Transaction had the
Optionee properly exercised the Option immediately prior to such Transaction;
provided, however, that the Optionee may elect in his sole discretion for such
Option to be treated in the same manner, if different from the treatment
provided in this sentence, that options held by employees of the Company are
generally treated in connection with such Transaction.

ARTICLE 4

EXERCISE OF OPTION

3
<PAGE> 4

(a) Notice in writing signed by the Optionee or the other
Person then entitled to exercise the Option or portion, stating that
the Option or portion is thereby exercised; and

(b) (i) Full payment (in cash or by check) for the shares with
respect to which such Option or portion is exercised; or

(ii) With the consent of the Committee, (A) shares of
the Company's Common Stock owned by the Optionee duly
endorsed for transfer to the Company or (B) subject to the
timing requirements of Section 4.4 shares of the Company's
Common Stock issuable to the Optionee upon exercise of the
Option, with a fair market value on the date of Option
exercise equal to the aggregate purchase price of the
shares with respect to which such Option or portion is
exercised; or

(iii) With the consent of the Committee, a full
recourse promissory note bearing interest (at no less than
such rate as shall then preclude the imputation of
interest under the Code or successor provision) and
payable upon such terms as may be prescribed by the
Committee. The Committee may also prescribe the form of
such note and the security to be given for such note. The
Option may not be exercised however, by delivery of a
promissory note or by a loan from the Company when or
where such loan or other extension of credit is prohibited
by law; or

(iv) With the consent of the Committee, any
combination of the consideration provided in the foregoing
subparagraphs (i), (ii) and (iii); and

(a) The admission of such shares to listing on all stock
exchanges on which such class of stock is then listed; and

(c) The obtaining of any approval or other clearance from any
state or federal governmental agency which the Committee shall, in
its absolute discretion, determine to be necessary or advisable;
and

(d) The payment to the Company (or other employer corporation)
of all amounts which, under federal, state or local tax law, it is
required to withhold upon exercise of the Option; and

(e) The lapse of such reasonable period of time following the
exercise of the Option as the Committee may from time to time
establish for reasons of administrative convenience.

Notwithstanding the provisions of the Termination Agreement with respect to the
registration of the shares of stock deliverable upon the exercise of the Option,
the parties agree that the Company will register such shares on Form S-8 or
another appropriate form by June 30, 1999.

5
<PAGE> 6

ARTICLE 5

OTHER PROVISIONS

Section 5.4. Notices. Any notice to be given under the terms of this
Agreement to the Company shall be addressed to the Company in care of its
Secretary, and any

6
<PAGE> 7

Section 5.5. Titles. Titles are provided herein for convenience only
and are not to serve as a basis for interpretation or construction of this
Agreement.

Section 5.7. Construction. This Agreement shall be administered,
interpreted and enforced under the laws of the State of Delaware.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

7
<PAGE> 8

IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties hereto.

CHANCELLOR MEDIA CORPORATION

By: /s/ WILLIAM S. BANOWSKY, JR.
------------------------------------
William S. Banowsky, Jr.
Executive Vice President and
General Counsel

ACCEPTED BY:

/s/ THOMAS P. MCMILLIN
- --------------------------------
Thomas P. McMillin

Address: 6706 Stefani Drive
Dallas, Texas 75225

Optionee's Taxpayer
Identification Number:
- ----------------------
###-##-####

<PAGE> 1
EXHIBIT 4.4

NON-QUALIFIED STOCK OPTION AGREEMENT

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), executed
on June 14, 1999 to be effective as of March 15, 1999 (the "Effective Date") is
made by and between Chancellor Media Corporation, a Delaware corporation (the
"Company") and Daniel J. Wilson (the "Optionee").

WHEREAS, the Company desires to grant the Optionee the opportunity to
purchase shares of its $.01 par value Common Stock ("Common Stock"); and

WHEREAS, the Committee (as hereinafter defined) has instructed the
undersigned officers to issue said Option.

ARTICLE 1

DEFINITIONS

Section 1.1. "Board" shall mean the Board of Directors of the Company.

Section 1.2. "Code" shall mean the Internal Revenue Code of 1986, as
amended.

Section 1.3. "Committee" shall mean the Stock Option Committee or the
Compensation Committee (discharging the functions of the Stock Option Committee)
of the Board, as applicable.

Section 1.4. "Company" shall mean Chancellor Media Corporation.

Section 1.5. "Director" shall mean a member of the Board.

Section 1.6. "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

Section 1.7. "Officer" shall mean an officer of the Company, as defined
in Rule 16a-1(f) under the Exchange Act, as such Rule may be amended in the
future.

Section 1.8. "Option" shall mean the non-qualified option to purchase
Common Stock of the Company granted under this Agreement.

<PAGE> 2

Section 1.10. "Rule 16b-3" shall mean that certain Rule 16b-3 under the
Exchange Act, as such Rule may be amended in the future.

Section 1.11. "Secretary" shall mean the Secretary of the Company.

Section 1.12. "Securities Act" shall mean the Securities Act of 1933, as
amended.

Section 1.13."Subsidiary" shall mean any corporation in an unbroken
chain of corporations beginning with the Company if each of the corporations
other than the last corporation in the unbroken chain then owns stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of
stock in one (1) of the other corporations in such chain.

Section 1.14. "Transaction" shall mean any one or more transactions in
which the Company (a) consolidates with or merges into any other person or
entity and is not the continuing or surviving corporation of that consolidation
or merger, (b) permits any other person or entity to consolidate with or merge
into the Company with the Company being the continuing or surviving corporation
and, in connection with that consolidation or merger, common stock of the
Company is changed into or exchanged for cash, stock or other securities of any
other person or entity or any other property, (c) transfers all or substantially
all of its properties and assets to any person or entity, or (d) effects a
capital reorganization or reclassification of common stock of the Company.

ARTICLE 2

GRANT OF OPTION

Section 2.1. Grant of Option. For good and valuable consideration on the
Effective Date the Company irrevocably grants to the Optionee the option to
Purchase any part or all of an aggregate of Fifty Thousand (50,000) shares of
its Common Stock upon the terms and conditions set forth in this Agreement.

Section 2.2. Purchase Price. The purchase price of each share of Common
Stock covered by the Option shall be equal to $47.0625, the average closing
price per share of Common Stock on the Nasdaq National Market System for the
twenty (20) trading days ending March 12, 1999, or $2,353,125 in the aggregate
for all shares covered by the Agreement.

2
<PAGE> 3

ARTICLE 3

PERIOD OF EXERCISABILITY

Section 3.1. Commencement of Exercisability. The Option shall become
exercisable on the effective date hereof.

Section 3.2. Duration of Exercisability. The Option, which becomes
exercisable pursuant to Section 3.1, shall remain exercisable until it becomes
unexercisable under Section 3.3.

Section 3.3. Expiration of Option. The Option may not be exercised to
any extent by anyone after March 15, 2009, the expiration of ten (10) years from
the Effective Date.

ARTICLE 4

EXERCISE OF OPTION

3
<PAGE> 4

(a) Notice in writing signed by the Optionee or the other Person
then entitled to exercise the Option or portion, stating that the Option
or portion is thereby exercised; and

(b) (i) Full payment (in cash or by check) for the shares with
respect to which such Option or portion is exercised; or

(ii) With the consent of the Committee, (A) shares of
the Company's Common Stock owned by the Optionee duly
endorsed for transfer to the Company or (B) subject to the
timing requirements of Section 4.4 shares of the Company's
Common Stock issuable to the Optionee upon exercise of the
Option, with a fair market value on the date of Option
exercise equal to the aggregate purchase price of the shares
with respect to which such Option or portion is exercised; or

(iii) With the consent of the Committee, a full recourse
promissory note bearing interest (at no less than such rate
as shall then preclude the imputation of interest under the
Code or successor provision) and payable upon such terms as
may be prescribed by the Committee. The Committee may also
prescribe the form of such note and the security to be given
for such note. The Option may not be exercised however, by
delivery of a promissory note or by a loan from the Company
when or where such loan or other extension of credit is
prohibited by law; or

(iv) With the consent of the Committee, any combination
of the consideration provided in the foregoing subparagraphs
(i), (ii) and (iii); and

(c) Full payment to the Company (or other employer corporation)
of all amounts which, under federal, state or local tax law, it is
required to withhold upon exercise of the Option; with the consent of
the Committee, (i) shares of the Company's Common Stock owned by the
Optionee duly endorsed for transfer, or (ii) subject to the timing
requirements of Section 4.4, shares of the Company's Common Stock
issuable to the Optionee upon exercise of the Option, valued at fair
market value at the date of Option exercise, may be used to make all or
part of such payment; and

4
<PAGE> 5

Section 4.4. Conditions to Issuance of Stock Certificates. The shares of
stock deliverable upon the exercise of the Option, or any portion thereof, may
be either previously authorized but unissued shares or issued shares which have
then been reacquired by the Company. Such shares shall be fully paid and
nonassessable. The Company shall not be required to issue or deliver any
certificate or certificates for shares of stock purchased upon the exercise of
the 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 rulings or
regulations of the Securities and Exchange Commission or of any other
governmental regulatory body, which the Committee 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 Committee shall, in
its absolute discretion, determine to be necessary or advisable; and

(d) The payment to the Company (or other employer corporation)
of all amounts which, under federal, state or local tax law, it is
required to withhold upon exercise of the Option; and

(e) The lapse of such reasonable period of time following the
exercise of the Option as the Committee may from time to time
establish for reasons of administrative convenience.

The parties agree that the Company will register such shares on Form S-8 or
another appropriate form by June 30, 1999.

Section 4.6. Changes in Common Stock or Assets of the Company,
Acquisition or Liquidation of the Company and Other Corporate Events. Subject to
the provisions of Section 3.3 (which shall prevail in the event of any conflict
with this Section 4.6), in the event that there occurs any dividend or other
distribution (whether in the form of cash, common stock, other securities, or
other property), recapitalization, reclassification, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, liquidation, dissolution, or sale, transfer, exchange or other
disposition of all or substantially all of the assets of the Company, or
exchange of common stock or other securities of the Company, issuance of
warrants or other rights to purchase Common Stock or other securities of the
Company, or other similar corporate

5
<PAGE> 6

transaction or event, the Committee shall determine, in its good faith and
commercially reasonable discretion, whether any such occurrence affects the
Common Stock such that an adjustment is appropriate in order to prevent dilution
or enlargement of the benefits or potential benefits intended to be made
available with respect to the Option. If, in accordance with the immediately
preceding sentence, an adjustment is determined to be appropriate, then the
Company shall make such adjustment. For purposes of this Section 4.6, the term
"Company" shall be deemed to include any successor to the Company pursuant to
any Transaction and the term "Committee" shall be deemed to include any similar
committee of the governing body of any such successor to the Company (or, if
there is no such committee, the governing body of such successor).

ARTICLE 5

OTHER PROVISIONS

Section 5.4. Notices. Any notice to be given under the terms of this
Agreement to the Company shall be addressed to the Company in care of its
Secretary, and any notice to be given to the Optionee shall be addressed to him
at the address given beneath his signature hereto. By a notice given pursuant to
this Section 5.4, either party may hereafter designate a different address for
notices to be given to him. Any notice which is required to be given to the
Optionee shall, if the Optionee is then deceased, be given to the Optionee's
personal representative if such representative has previously informed the
Company of his status and address by written notice under this Section 5.4. Any
notice shall be deemed duly given when enclosed in a properly sealed envelope or
wrapper

6
<PAGE> 7

addressed as aforesaid, deposited (with postage prepaid) in a post office or
branch post office regularly maintained by the United States Postal Service.

Section 5.5. Titles. Titles are provided herein for convenience only and
are not to serve as a basis for interpretation or construction of this
Agreement.

Section 5.7. Construction. This Agreement shall be administered,
interpreted and enforced under the laws of the State of Delaware.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

7
<PAGE> 8

IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties hereto.

CHANCELLOR MEDIA CORPORATION

By: /s/ WILLIAM S. BANOWSKY, JR.
----------------------------------
William S. Banowsky, Jr.
Executive Vice President and
General Counsel

ACCEPTED BY:
/s/ DANIEL J. WILSON
- --------------------------------
Daniel J. Wilson

Address: 4420 Bryn Mawr
Dallas, Texas 75205

Optionee's Taxpayer
Identification Number:
- ----------------------
###-##-####

<PAGE> 1
EXHIBIT 4.5

NON-QUALIFIED STOCK OPTION AGREEMENT

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), executed
on July __, 1999 to be effective as of March 15, 1999 (the "Effective Date") is
made by and between Chancellor Media Corporation, a Delaware corporation (the
"Company") and Richard A. B. Gleiner (the "Optionee").

WHEREAS, the Company desires to grant the Optionee the opportunity to
purchase shares of its $.01 par value Common Stock ("Common Stock"); and

WHEREAS, the Committee (as hereinafter defined) has instructed the
undersigned officers to issue said Option.

ARTICLE 1

DEFINITIONS

Whenever the following terms are used in this Agreement, 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 the plural, where the context so indicates.

Section 1.1. "Board" shall mean the Board of Directors of the Company.

Section 1.2. "Code" shall mean the Internal Revenue Code of 1986, as
amended.

Section 1.3. "Committee" shall mean the Stock Option Committee or the
Compensation Committee (discharging the functions of the Stock Option Committee)
of the Board, as applicable.

Section 1.4. "Company" shall mean Chancellor Media Corporation.

Section 1.5. "Director" shall mean a member of the Board.

Section 1.6. "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

Section 1.7. "Officer" shall mean an officer of the Company, as defined
in Rule 16a-1(f) under the Exchange Act, as such Rule may be amended in the
future.

Section 1.8. "Option" shall mean the non-qualified option to purchase
Common Stock of the Company granted under this Agreement.

<PAGE> 2

Section 1.10. "Rule 16b-3" shall mean that certain Rule 16b-3 under the
Exchange Act, as such Rule may be amended in the future.

Section 1.11. "Secretary" shall mean the Secretary of the Company.

Section 1.12. "Securities Act" shall mean the Securities Act of 1933, as
amended.

ARTICLE 2

GRANT OF OPTION

Section 2.1. Grant of Option. For good and valuable consideration on the
Effective Date the Company irrevocably grants to the Optionee the option to
Purchase any part or all of an aggregate of One Hundred Twenty Thousand
(120,000) shares of its Common Stock upon the terms and conditions set forth in
this Agreement.

Section 2.2. Purchase Price. The purchase price of each share of Common
Stock covered by the Option shall be equal to $44.38, the last reported sale
price of the Common Stock on the Nasdaq National Market System at the close of
trading on March 12, 1999, or $5,325,600 in the aggregate for all shares covered
by the Agreement.

2
<PAGE> 3

ARTICLE 3

PERIOD OF EXERCISABILITY

Section 3.1. Commencement of Exercisability. The Option shall become
exercisable on the effective date hereof.

Section 3.2. Duration of Exercisability. The Option, which becomes
exercisable pursuant to Section 3.1, shall remain exercisable until it becomes
unexercisable under Section 3.3.

Section 3.3. Expiration of Option. The Option may not be exercised to
any extent by anyone after March 15, 2009, the expiration of ten (10) years from
the Effective Date.

ARTICLE 4

EXERCISE OF OPTION

3
<PAGE> 4
(a) Notice in writing signed by the Optionee or the other Person then
entitled to exercise the Option or portion, stating that the Option or portion
is thereby exercised; and

(b) (i) Full payment (in cash or by check) for the shares with respect
to which such Option or portion is exercised; or

(ii) With the consent of the Committee, (A) shares of
the Company's Common Stock owned by the Optionee duly endorsed
for transfer to the Company or (B) subject to the timing
requirements of Section 4.4 shares of the Company's Common Stock
issuable to the Optionee upon exercise of the Option, with a
fair market value on the date of Option exercise equal to the
aggregate purchase price of the shares with respect to which
such Option or portion is exercised; or

(iii) With the consent of the Committee, a full recourse
promissory note bearing interest (at no less than such rate as
shall then preclude the imputation of interest under the Code or
successor provision) and payable upon such terms as may be
prescribed by the Committee. The Committee may also prescribe
the form of such note and the security to be given for such
note. The Option may not be exercised however, by delivery of a
promissory note or by a loan from the Company when or where such
loan or other extension of credit is prohibited by law; or

(iv) With the consent of the Committee, any combination
of the consideration provided in the foregoing subparagraphs
(i), (ii) and (iii); and

(c) Full payment to the Company (or other employer corporation) of all
amounts which, under federal, state or local tax law, it is required to withhold
upon exercise of the Option; with the consent of the Committee, (i) shares of
the Company's Common Stock owned by the Optionee duly endorsed for transfer, or
(ii) subject to the timing requirements of Section 4.4, shares of the Company's
Common Stock issuable to the Optionee upon exercise of the Option, valued at
fair market value at the date of Option exercise, may be used to make all or
part of such payment; and

(d) In the event the Option or portion shall be exercised pursuant to
Section 4.1 by any person or persons other than the Optionee, appropriate proof
of the right of such person or persons to exercise the Option.

4
<PAGE> 5

Section 4.4. Conditions to Issuance of Stock Certificates. The shares of
stock deliverable upon the exercise of the Option, or any portion thereof, may
be either previously authorized but unissued shares or issued shares which have
then been reacquired by the Company. Such shares shall be fully paid and
nonassessable. The Company shall not be required to issue or deliver any
certificate or certificates for shares of stock purchased upon the exercise of
the 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 rulings or
regulations of the Securities and Exchange Commission or of any other
governmental regulatory body, which the Committee 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 Committee shall, in
its absolute discretion, determine to be necessary or advisable; and

(d) The payment to the Company (or other employer corporation)
of all amounts which, under federal, state or local tax law, it is
required to withhold upon exercise of the Option; and

(e) The lapse of such reasonable period of time following the
exercise of the Option as the Committee may from time to time
establish for reasons of administrative convenience.

The parties agree that the Company will register such shares on Form S-8 or
another appropriate form by ___________, 1999.

Section 4.6 Changes in Common Stock or Assets of the Company,
Acquisition or Liquidation of the Company and Other Corporate Events. Subject to
the provisions of Section 3.3 (which shall prevail in the event of any conflict
with this Section 4.6), in the event that there occurs any dividend or other
distribution (whether in the form of cash, common stock, other securities, or
other property), recapitalization, reclassification, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, liquidation, dissolution, or sale, transfer, exchange or other
disposition of all or substantially all of the assets of the Company, or
exchange of common stock or other securities of the Company, issuance of
warrants or other rights to purchase Common Stock or other securities of the
Company, or other similar corporate

5
<PAGE> 6

ARTICLE 5

OTHER PROVISIONS

6
<PAGE> 7

addressed as aforesaid, deposited (with postage prepaid) in a post office or
branch post office regularly maintained by the United States Postal Service.

Section 5.5. Titles. Titles are provided herein for convenience only and
are not to serve as a basis for interpretation or construction of this
Agreement.

Section 5.7. Construction. This Agreement shall be administered,
interpreted and enforced under the laws of the State of Delaware.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

7
<PAGE> 8

IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties hereto.

CHANCELLOR MEDIA CORPORATION

By:
-----------------------

ACCEPTED BY:

- ------------------------------
RICHARD A.B. GLEINER

Address: 18 Turtle Creek Boulevard
Dallas, Texas 75204

Optionee's Taxpayer
Identification Number:
- ----------------------
###-##-####

<PAGE> 1
EXHIBIT 4.6

CHANCELLOR MEDIA CORPORATION

1999 STOCK OPTION PLAN
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
1. Purpose..................................................... 1
2. Administration.............................................. 1
3. Shares Available and Maximum Individual Grants.............. 2
4. Eligibility and Bases of Participation...................... 3
5. Authority of Committee...................................... 3
6. Option Grants............................................... 5
7. Value Option Grants......................................... 8
8. Performance-Based Options................................... 12
9. Change of Control........................................... 12
10. Adjustment of Shares........................................ 12
11. Assignment or Transfer...................................... 13
12. Compliance with Securities Laws............................. 13
13. Withholding Taxes........................................... 14
14. Costs and Expenses.......................................... 14
15. Funding of Plan............................................. 14
16. Other Incentive Plans....................................... 14
17. Effect on Employment........................................ 14
18. Definitions................................................. 14
19. Amendment of Plan........................................... 17
20. Effective Date and Term..................................... 17
</TABLE>

i
<PAGE> 3

CHANCELLOR MEDIA CORPORATION
1999 STOCK OPTION PLAN

1. PURPOSE.

Chancellor Media Corporation, a Delaware corporation (herein, together with its
successors, referred to as the "Company"), by means of this 1999 Stock Option
Plan (the "Plan"), desires to afford certain key employees and other persons
performing services for the Company or any direct or indirect subsidiary or
parent corporation thereof now existing or hereafter formed or acquired (such
corporations sometimes referred to herein as "Related Entities") with an
opportunity to acquire a proprietary interest in the Company, and thus to create
in such persons an increased interest in and a greater concern for the success
of the Company and Related Entities. Certain definitions used herein are defined
in Section 18 of this Plan.

The stock options described in Sections 6 and 7 (collectively, the "Options"),
and the shares of Common Stock (as hereinafter defined) acquired pursuant to the
exercise of such Options, are a matter of separate inducement and are not in
lieu of any salary or other compensation for services. Options may be incentive
stock options that are intended to qualify under Section 422 of the Code
("ISOs") or non-qualified stock options that are not intended to qualify under
such Section ("Non Qualified Options" or "NQOs"). An Option shall be evidenced
by one or more grant agreements between the Company and an optionee the terms of
which shall be deemed part of the applicable Option. As used in the Plan, the
terms "parent corporation" and "subsidiary corporation" shall have the meanings
contained in Sections 424(e) and 424(f), respectively, of the Internal Revenue
Code of 1986, as amended (the "Code").

2. ADMINISTRATION.

The Plan shall be administered by the Board of Directors of the Company or the
Compensation Committee of the Board of Directors of the Company or any other
committee or sub-committee appointed by the Board of Directors of the Company to
administer this Plan (the "Committee"); provided, that the entire Board of
Directors of the Company (the "Board of Directors") may act as the Committee if
it chooses to do so; and provided, further, that (i) for purposes of determining
any Performance-Based Options (as hereinafter defined) applicable to Key
Employees (as hereinafter defined) who constitute "covered employees" within the
meaning of Section 162(m) of the Code, "Committee" shall mean only those members
thereof who qualify as "outside directors" within the meaning of Section 162(m)
of the Code, and such Performance-Based Options shall be subject to ratification
by unanimous approval of the members of the Board of Directors of the Company,
and (ii) for so long as the Company is subject to the reporting requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
Committee shall be composed solely of two or more "Non-Employee Directors" as
defined in Rule 16b-3, as amended ("Rule 16b-3") promulgated thereunder. In no
event shall any Eligible Non-Employee then serving on the Committee (or such
other committee then administering the Plan) be granted Non-Qualified Options
hereunder if the grant would cause such Eligible Non-Employee to no longer be a
"Non-Employee Director" as set forth in this Section 2.

The number of individuals that shall constitute the Committee shall be
determined from time to time by a majority of all the members of the Board of
Directors, and, unless that
<PAGE> 4

majority of the Board of Directors determines otherwise, shall be no less than
two individuals. A majority of the Committee shall constitute a quorum (or if
the Committee consists of only two members, then both members shall constitute a
quorum), and subject to the provisions of Section 5, the acts of a majority of
the members present at any meeting at which a quorum is present, or acts
approved in writing by all members of the Committee, shall be the acts of the
Committee. The Committee shall administer the Plan so as (i) to comply at all
times with the Exchange Act, and (ii) to seek to avoid the deduction limitation
imposed by Section 162(m) of the Code from applying to compensation attributable
to Options granted under the Plan to Key Employees who constitute "covered
employees" within the meaning of Section 162(m) of the Code.

The members of the Committee shall serve at the pleasure of the Board of
Directors, which shall have the power, at any time and from time to time, to
remove members from or add members to the Committee. Removal from the Committee
may be with or without cause. Any individual serving as a member of the
Committee shall have the right to resign from membership in the Committee by
written notice to the Board of Directors. The Board of Directors, and not the
remaining members of the Committee, shall have the power and authority to fill
vacancies on the Committee, however caused. The Board of Directors shall
promptly fill any vacancy that causes the number of members of the Committee to
be below two or any other number that Rule 16b-3 or other applicable rules under
Section 16(b) of the Exchange Act, Section 162(m) of the Code, or any successor
or analogous rules or laws may require from time to time.

3. SHARES AVAILABLE AND MAXIMUM INDIVIDUAL GRANTS.

Subject to the adjustments provided in Section 10, the maximum aggregate number
of shares of common stock, par value $0.01 per share, of the Company ("Common
Stock") in respect of which Options may be granted for all purposes under the
Plan shall be ten million (10,000,000) shares, of which three million
(3,000,000) shares shall be available for grants of Options pursuant to Section
6 and seven million (7,000,000) shares shall be available for grants of Options
pursuant to Section 7. If any shares as to which any Option has been granted
cease to be subject to purchase for any reason (including the expiration of such
Option, the termination of such Option prior to exercise, or the forfeiture of
such Option), such shares shall thereafter be available for grants under the
same section of the Plan as such prior Option. Options granted under the Plan
may be fulfilled in accordance with the terms of the Plan with (i) authorized
and unissued shares of Common Stock or (ii) issued shares of Common Stock held
in the Company's treasury.

The maximum aggregate number of shares of Common Stock underlying all Options
that may be granted to any single Key Employee (as hereinafter defined),
including any Options that may have been granted to such Key Employee as an
Eligible Non-Employee (as hereinafter defined), during the Term (as hereinafter
defined) of the Plan shall be 2,000,000 shares, subject to the adjustments
provided in Section 10. For purposes of the preceding sentence, such Options
that are cancelled or repriced shall continue to be counted in determining such
maximum aggregate number of shares of Common Stock that may be granted to any
single Key Employee, including any Options that may have been granted to such
Key Employee as an Eligible Non-Employee, during the Term of the Plan.

2
<PAGE> 5

4. ELIGIBILITY AND BASES OF PARTICIPATION.

Grants of Options may be made under the Plan, subject to and in accordance with
Section 6 or 7, to Key Employees and Eligible Non-Employees designated by the
Committee in its sole discretion. The adoption of this Plan shall not be deemed
to give any Person a right to be granted any Options.

As used herein, the term "Key Employee" shall mean any employee of the Company
or any Related Entity, including officers and directors of the Company or any
Related Entity who are also employees of the Company or any Related Entity, who
are regularly employed on a salaried basis and who are so employed on the date
of such grant, whom the Committee identifies as having a direct and significant
effect on the performance of the Company or any Related Entity. The Committee
shall specify whether an Option is intended to qualify as an ISO or as a NQO,
and any stock option grant shall be a NQO if not otherwise identified.

As used herein, the term "Eligible Non-Employee" shall mean any person or entity
of any nature whatsoever, specifically including an individual, a firm, a
company, a corporation, a partnership, a trust, or other entity (collectively, a
"Person"), that the Committee designates as eligible for a grant of
Non-Qualified Options pursuant to this Plan because such Person performs bona
fide consulting, advisory or other services for the Company or any Related
Entity (other than services in connection with the offer or sale of securities
in a capital-raising transaction) and the Committee determines that the Person
has a direct and significant effect on the performance of the Company or any
Related Entity.

5. AUTHORITY OF COMMITTEE.

Subject to and not inconsistent with the express provisions of the Plan, the
Code and, if applicable, Rule 16b-3 and Section 162(m) of the Code, the
Committee shall have plenary authority to:

a. determine the Key Employees and Eligible Non-Employees to whom
Options shall be granted, the time when such Options shall be granted, the
number of Options, the purchase price or exercise price of each Option, the
period(s) during which such Options shall be exercisable (whether in whole
or in part, including whether such Options shall become immediately
exercisable upon the consummation of a Change of Control), the restrictions
to be applicable to Options and all other terms and provisions thereof
(which need not be identical);

b. require, as a condition to the granting of any Option, that the
Person receiving such Option agree not to sell or otherwise dispose of such
Option, any Common Stock acquired pursuant to such Option, or any other
"derivative security" (as defined by Rule 16a-1(c) under the Exchange Act)
of the Company for a period of six months following the later of (i) the
date of the grant of such Option or (ii) the date when the exercise price
of such Option is fixed if such exercise price is not fixed at the date of
grant of such Option, or for such other period as the Committee may
determine;

c. provide an arrangement through registered broker-dealers whereby
temporary financing may be made available to an optionee by the
broker-dealer, under the rules and regulations of the Board of Governors of
the Federal Reserve, for the purpose of assisting the optionee in the
exercise of an Option, such authority to include the payment by the Company
of the commissions of the broker-dealer;

3
<PAGE> 6

d. provide the establishment of procedures for an optionee (i) to have
withheld from the total number of shares of Common Stock to be acquired
upon the exercise of an Option that number of shares having a Fair Market
Value which, together with such cash as shall be paid in respect of
fractional shares, shall equal the aggregate exercise price under such
Option for the number of shares then being acquired (including the shares
to be so withheld), and (ii) to exercise a portion of an Option by
delivering that number of shares of Common Stock already owned by such
optionee having an aggregate Fair Market Value which shall equal the
partial Option exercise price and to deliver the shares thus acquired by
such optionee in payment of shares to be received pursuant to the exercise
of additional portions of such Option, the effect of which shall be that
such optionee can in sequence utilize such newly acquired shares in payment
of the exercise price of the entire Option, together with such cash as
shall be paid in respect of fractional shares; provided, however, that (i)
in the case of an ISO, no shares shall be used to pay the exercise price
under this paragraph unless (A) such shares were not acquired through the
exercise of an ISO, or (B) if so acquired, (x) such shares have been held
for more than two years since the grant of such ISO and for more than one
year since the exercise of such ISO (the "Holding Period"), or (y) if such
shares do not meet the Holding Period, the optionee elects in writing to
use such shares to pay the exercise price under this paragraph, and (ii) no
such procedure shall be available if there is an opinion of the Company's
independent accounting firm that the use of such a procedure could
negatively affect the financial statements of the Company or a Related
Entity;

e. provide (in accordance with Section 13 or otherwise) the
establishment of a procedure whereby a number of shares of Common Stock or
other securities may be withheld from the total number of shares of Common
Stock or other securities to be issued upon exercise of an Option to meet
the obligation of withholding for income, social security and other taxes
incurred by an optionee upon such exercise or required to be withheld by
the Company or a Related Entity in connection with such exercise unless, as
determined by the Committee in the exercise of its discretion, such
procedure is not permitted by applicable law or would result in a charge to
earnings that otherwise would not have occurred;

f. prescribe, amend, modify and rescind rules relating to the Plan;
and

g. make all determinations permitted or deemed necessary, appropriate
or advisable for the administration of the Plan, interpret any Plan or
Option provision, perform all other acts, exercise all other powers, and
establish any other procedures determined by the Committee to be necessary,
appropriate, or advisable in administering the Plan or for the conduct of
the Committee's business. Any act of the Committee, including
interpretations of the provisions of the Plan or any Option and
determinations under the Plan or any Option shall be final, conclusive and
binding on all parties.

The Committee may delegate to one or more of its members, or to one or more
agents, such administrative duties as it may deem advisable, and the Committee
or any Person to whom it has delegated duties as aforesaid may employ one or
more Persons to render advice with respect to any responsibility the Committee
or such Person may have under the Plan; provided, however, that any such
delegation shall be in writing; and provided, however, that, any determination
of Performance-Based Options (as hereinafter defined)

4
<PAGE> 7

applicable to Key Employees who constitute "covered employees" within the
meaning of Section 162(m) of the Code may not be delegated to a member of the
Board of Directors who, if elected to serve on the Committee, would not qualify
as an "outside director" within the meaning of Section 162(m) of the Code. The
Committee may employ attorneys, consultants, accountants, or other Persons and
the Committee, the Company, and its officers and directors shall be entitled to
rely upon the advice, opinions, or valuations of any such Persons. No member or
agent of the Committee shall be personally liable for any action, determination
or interpretation made in good faith with respect to the Plan and all members
and agents of the Committee shall be fully protected by the Company in respect
of any such action, determination or interpretation.

6. OPTION GRANTS.

Subject to the provisions of this Section 6 and the Plan, the Committee shall
have the authority to grant Options in respect of up to three million
(3,000,000) shares of Common Stock, including any shares of Common Stock that
have not been purchased and cease to be subject to purchase under any Option
granted under this Section, to Key Employees and Eligible Non-Employees. The
terms and conditions of the Options granted under this Section 6 shall be
determined from time to time by the Committee; provided, however, that such
Options shall be subject to and consistent with all terms and provisions of this
Section 6 and the Plan (other than Section 7). The Committee shall specify
whether an Option is intended to qualify as an ISO or as a NQO, and any stock
option grant shall be a NQO if not otherwise identified. In no event shall any
Eligible Non-Employee then serving on the Committee (or such other committee
then administering the Plan) be granted Non-Qualified Options hereunder if the
grant would cause such Eligible Non-Employee to no longer be a "Non-Employee
Director" as set forth in Section 2 hereof. The following provisions of this
Section shall apply only to Options granted under this Section and shall not
apply to Options granted under Section 7.

a. Option Exercise Price. The Committee shall establish the exercise
price per share of Common Stock at the time any Option is granted to a
optionee at such amount as the Committee shall determine; provided,
however, that the exercise price shall not be less than the Fair Market
Value of Common Stock on the grant date or, if earlier, the date on which
the Company or a Related Entity agrees to make such grant (notwithstanding
that such grant is subject to approval by the Committee) and provided,
further, that in the case of an ISO granted to a person who, at the time
such ISO is granted, owns shares of the Company or any Related Entity which
possess more than 10% of the total combined voting power of all classes of
shares of the Company or of any Related Entity, the option exercise price
shall not be less than 110% of the Fair Market Value per share of Common
Stock at the date the Option is granted. The Option exercise price shall be
subject to adjustment in accordance with the provisions of Section 10 of
the Plan.

b. Payment. The price per share of Common Stock with respect to each
Option shall be payable at the time of exercise of such Option by the
optionee. Such price shall be payable in cash or by any other means
acceptable to the Committee, including delivery to the Company of shares of
Common Stock owned by the optionee or by the delivery or withholding of
shares pursuant to a procedure created pursuant to subsection 5(d) of the
Plan. Shares delivered to or withheld by the Company in

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<PAGE> 8

payment of the exercise price shall be valued at the Fair Market Value of
the Common Stock on the day preceding the date of the exercise of the
Option.

c. Term. The term of each Option shall be established by the Committee
and set forth at the time such Option is granted. The term of an Option
shall not exceed ten (10) years from the date of grant of such Option
except as provided in subsections 6(e) and (f). An Option may be terminated
prior to the expiration of its term in accordance with the provisions of
the Plan.

d. Vesting and Exercisability. Unless otherwise determined by the
Committee, and subject to the provisions of subsections 6(e), (f), (g) and
(h) below, Options granted to any Key Employee or Eligible Non-Employee
pursuant to this Section 6 shall vest and become exercisable in accordance
with and on the dates described in the schedule set forth below; provided,
however, that unless otherwise determined by the Committee, such Options
shall vest and become exercisable on any such date only if such Key
Employee or Eligible Non-Employee is employed or providing services to the
Company or any Related Entity on such date:

- one-fifth of the shares of Common Stock underlying such Option shall
vest and become exercisable on the first anniversary of the date of
grant of such Option; and

- an additional one-fifth of the shares of Common Stock underlying such
Option shall vest and become exercisable on the second anniversary of
the date of grant of such Option; and

- an additional one-fifth of the shares of Common Stock underlying such
Option shall vest and become exercisable on the third anniversary of
the date of grant of such Option; and

- an additional one-fifth of the shares of Common Stock underlying such
Option shall vest and become exercisable on the fourth anniversary of
the date of grant of such Option; and

- the final one-fifth of the shares of Common Stock underlying such
Option shall vest and become exercisable on the fifth anniversary of
the date of grant of such Option.

No Option by its terms shall be exercisable after the expiration of ten years
from the date of grant of the Option, except in accordance with subsection 6(e)
or (f).

e. Death. The Committee may accelerate, in whole or in part, the
vesting and exercisability of any Options held by an optionee if such
optionee's employment by or services for the Company and its Related
Entities terminates due to the death of such optionee, and the remaining
non-vested portion, if any, of such Options shall be cancelled. Upon the
death of any optionee, the vested portion of any Option held by such
optionee may be exercised by the estate of such optionee or by any other
person who acquires the right to exercise such vested portion as a result
of the death of such optionee. Unless a shorter or longer period is
provided in any Option, the vested portion of such Option may be exercised
by the earlier of (i) the first anniversary of the date of termination of
the optionee's employment with or services for the Company and its Related
Entities, or (ii) the expiration of the term of such Option, but in no
event prior to the 90th day after the death of such optionee.

6
<PAGE> 9

f. Disability. The Committee may accelerate, in whole or in part, the
vesting and exercisability of any Options held by an optionee if such
optionee's employment by or services for the Company and its Related
Entities terminates due to the Disability (as defined in Section 18) of
such optionee, and the remaining non-vested portion, if any, of such
Options shall be cancelled. Upon the Disability of any optionee, the vested
portion of any Option held by such optionee may be exercised by the
optionee or his or her legal representatives. Unless a shorter or longer
period is provided by the Committee in any Option, the vested portion of
such Option may be exercised by the earlier of (i) the first anniversary of
the date of termination of the optionee's employment with or services for
the Company and its Related Entities on account of Disability, or (ii) the
expiration of the term of such Option, but in no event prior to the 90th
day after the date of such termination of employment or services; provided,
however, that in the case of an exercise of an ISO, the optionee shall in
any event be required to exercise the vested portion of such Incentive
Option within one year after termination of the optionee's employment due
to his or her Disability.

g. Termination for Cause. Unless the Option granted to any Key
Employee expressly provides otherwise or the Committee determines
otherwise, such Key Employee shall immediately forfeit all rights under his
or her Options, except as to the shares of Common Stock already purchased
thereunder, if his or her employment is terminated by the Company or any
Related Entity for Cause (as defined below). If the retention by the
Company or any Related Entity of the services of any Eligible Non-Employee
is terminated (i) for Cause or (ii) as a result of removal of such optionee
from office as a director of the Company or of any Related Entity for cause
by action of the stockholders of the Company or such Related Entity in
accordance with the certificate of incorporation or the by-laws of the
Company or such Related Entity, as applicable, and the corporate law of the
jurisdiction of incorporation of the Company or such Related Entity, then
such optionee shall immediately forfeit his, her or its Options except as
to the shares of Common Stock already purchased. The determination that
there exists Cause for termination shall be made by the Committee (unless
otherwise agreed to in writing by the Company and the optionee) and any
decision in respect thereof by the Committee shall be final and binding on
all parties in interest.

h. Other Termination of Employment. If the employment or the retention
of the services of an optionee with the Company or a Related Entity
terminates for any reason other than those specified in subsections 6(e),
(f) or (g) above, such optionee shall have the right to exercise the vested
portion of his or her Option in accordance with its terms, within 90 days
after the date of such termination, unless a longer or shorter period is
expressly provided in such Option or established by the Committee (but in
no event after the expiration date of the Option), and thereafter such
Option shall lapse and no longer be exercisable; provided, and without
limiting the foregoing, that the Committee may, in the exercise of its
discretion, extend the exercise date of any Option upon termination of
employment for a period not to exceed six months plus one day (but in no
event after the expiration date of the Option) if the Committee determines
that the stated exercise date will have an inequitable result under Section
16(b) of the Exchange Act. The Committee may also accelerate the vesting
and exercisability of the non-vested portion of any Option in its
discretion,

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<PAGE> 10

whether expressly provided in such Option or determined by the Committee on
or about any termination of employment or services that is not specified in
subsections 6(e), (f) or (g) above.

i. Maximum Exercise. To the extent that the aggregate Fair Market
Value of Common Stock (determined at the time of the grant of the Option)
with respect to which ISOs are exercisable for the first time by an
optionee during any calendar year under all plans of the Company and any
Related Entity exceeds $100,000, such ISOs shall be treated as NQOs.

j. Continuation of Employment. Each ISO shall require the optionee to
remain in the continuous employ of the Company or any Related Entity from
the date of grant of the ISO until at least three months prior to the date
of exercise of the ISO.

k. Recharacterization of ISO. In the event that the exercise of any
ISO, or method of exercise or payment therefor, would not be in compliance
with this Section 6 and would consequently result in a violation of the
requirements of Section 422 of the Code governing the treatment of ISOs,
the Committee in the exercise of its discretion may recharacterize the
Option as a NQO.

7. VALUE OPTION GRANTS.

Subject to the express provisions of this Section 7 and the Plan, the Committee
shall have the authority to grant Non Qualified Options which become exercisable
upon the value of the underlying shares of such options attaining a specified
value ("Value Options") in respect of up to seven million (7,000,000) shares of
Common Stock, including any shares of Common Stock that have not been purchased
and cease to be subject to purchase under any Option granted under this Section,
to Key Employees and Eligible Non-Employees. The terms and conditions of the
Value Options granted under this Section 7 shall be determined from time to time
by the Committee; provided, however, that the Value Options granted under this
Section 7 shall be subject to and consistent with all terms and provisions of
the Plan (other than Section 6). In no event shall any Eligible Non-Employee
then serving on the Committee (or such other committee then administering the
Plan) be granted Value Options hereunder if such grant would cause such Eligible
Non-Employee to no longer be a "Non-Employee Director" as set forth in Section 2
hereof. The following provisions of this Section shall apply only to Value
Options granted under this Section and shall not apply to Options granted under
Section 6.

a. Exercise Price. The exercise price with respect to each underlying
share of Common Stock subject to any Value Option granted under this
Section 7 shall be equal to the Fair Market Value per share of Common Stock
on the date such Value Option is granted or, if earlier, the date on which
the Company or a Related Entity agrees to make such grant (notwithstanding
that such grant is subject to approval by the Committee) and provided,
further, that in the case of an ISO granted to a person who, at the time
such ISO is granted, owns shares of the Company or any Related Entity which
possess more than 10% of the total combined voting power of all classes of
shares of the Company or of any Related Entity, the option exercise price
shall not be less than 110% of the Fair Market Value per share of Common
Stock at the date the Option is granted. The Option exercise price shall be
subject to adjustment in accordance with the provisions of Section 10 of
the Plan.

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<PAGE> 11

b. Payment. The price per share of Common Stock with respect to each
Value Option shall be payable at the time of exercise of such Option. Such
price shall be payable in cash or by any other means acceptable to the
Committee, including delivery to the Company of shares of Common Stock
owned by the optionee or by the delivery or withholding of shares pursuant
to a procedure created pursuant to subsection 5(d) of the Plan. Shares
delivered to or withheld by the Company in payment of the Value Option
exercise price shall be valued at the Fair Market Value of the Common Stock
on the day preceding the date of the exercise of the Value Option.

c. Term. The term of each Value Option shall be established by the
Committee and set forth at the time such Option is granted. The term of a
Value Option shall not exceed ten (10) years from the date of grant of such
Option except as provided in subsections 7(f) or (g). A Value Option may be
terminated prior to the expiration of its term in accordance with the
provisions of the Plan.

d. Vesting. Unless otherwise determined by the Committee, and subject
to subsections 7(f), (g), (h) and (i) below, any Value Option granted to
any Key Employee or Eligible Non-Employee hereunder shall vest, as
distinguished from becoming exercisable, on the dates and in accordance
with the vesting schedule set forth immediately below if such Key Employee
or Eligible Non-Employee is employed or providing services to the Company
or any Related Entity on such date:

- one-fifth of the shares of Common Stock underlying such Option shall
vest on the first anniversary of the date of grant of such Option; and

- an additional one-fifth of the shares of Common Stock underlying such
Option shall vest on the second anniversary of the date of grant of
such Option; and

- an additional one-fifth of the shares of Common Stock underlying such
Option shall vest on the third anniversary of the date of grant of
such Option; and

- an additional one-fifth of the shares of Common Stock underlying such
Option grant shall vest on the fourth anniversary of the date of grant
of such Option; and

- the final one-fifth of the shares of Common Stock underlying the
Option shall vest on the fifth anniversary of the date of grant of
such Option.

e. Exercisability. A Value Option granted prior to June 1, 1999 shall
become exercisable after the date on which the average Fair Market Value of
a share of Common Stock, calculated on a daily basis, equals or exceeds
$100.00 per share and a Value Option granted on or after June 1, 1999 shall
become exercisable after the date on which the average Fair Market Value of
a share of Common Stock, calculated on a daily basis, equals or exceeds the
greater of (i) $100.00 per share or (ii) two-hundred percent (200%) of the
exercise price for a share of Common Stock under such Option (the
"Exercisability Value"), for a period of 30 consecutive days (excluding
non-business days for this purpose) during the period from (and including)
the date of grant of such Option through (and including) the fifth
anniversary of the date of grant of such Option. No Value Option (whether
or not vested) shall become exercisable after 5:00 p.m., in Dallas, Texas,
on the fifth anniversary of the date of grant of such Option, and any Value
Option (whether or not vested) that is not

9
<PAGE> 12

exercisable at such time shall automatically, and without notice, terminate
and become null and void at such time. In addition, the exercisability of a
Value Option shall be subject to subsections 7(f), (g), (h) and (i) and
Section 9.

f. Death. If any optionee's employment or retention of services by the
Company or a Related Entity is terminated due to the death of such
optionee, the Committee may accelerate, in whole or in part, the vesting of
any Value Options held by such optionee and the remaining non-vested
portion, if any, of such Value Options shall be cancelled.

Upon the termination of employment or services of any optionee on
account of the optionee's death, the vested portion of the Value Options
credited to such optionee shall, to the extent then exercisable, be
exercisable by the optionee's estate or any person who acquires rights
with respect to such optionee's Options until the later of (i) the 90th
day after the date of such termination of employment or services, or
(ii) the earlier of the expiration date of the term of such Option or
the first anniversary of the date of such termination of employment or
services, unless a shorter or longer period is provided for in the
Option or the Plan.

In the event the vested portion of any Option is not exercisable on
the date of an optionee's termination of employment or services on
account of his or her death, such vested portion shall remain in effect
and if it becomes exercisable on or prior to 5:00 p.m., Dallas, Texas,
on the fifth anniversary of the date of grant of such Option, the
optionee's estate or any person who acquires rights with respect to such
Option as a result of the optionee's death may exercise such Option
until the later of (i) the 90th day after the date such Option became
exercisable and (ii) the earlier of the expiration date of the term of
such Option or the first anniversary of the date of such termination of
employment or services, unless a shorter or longer period is provided
for in the Option or the Plan.

g. Disability. If any optionee's employment or retention of services
by the Company or a Related Entity is terminated due to the Disability of
such optionee, the Committee may accelerate, in whole or in part, the
vesting of any Value Options held by such optionee and the remaining
non-vested portion, if any, of such Value Options shall be cancelled.

Upon the termination of employment or services of any optionee on
account of the optionee's Disability, the vested portion of the Value
Options credited to such optionee shall, to the extent then exercisable,
be exercisable by the optionee's estate or any person who acquires
rights with respect to such optionee's Options until the later of (i)
the 90th day after the date of such termination of employment or
services, or (ii) the earlier of the expiration date of the term of such
Option or the first anniversary of the date of such termination of
employment or services, unless a shorter or longer period is provided
for in the Option or the Plan; provided, however, that in the case the
exercise of an ISO, the optionee shall in any event be required to
exercise the vested portion of such Incentive Option within one year
after termination of the optionee's employment due to his or her
Disability.

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<PAGE> 13

In the event the vested portion of any Option is not exercisable on
the date of an optionee's termination of employment or services on
account of his or her Disability, such vested portion shall remain in
effect and if it becomes exercisable on or prior to 5:00 p.m., Dallas,
Texas, on the fifth anniversary of the date of grant of such Option, the
optionee's estate or any person who acquires rights with respect to such
Option as a result of the optionee's Disability may exercise such Option
until the later of (i) the 90th day after the date such Option became
exercisable and (ii) the earlier of the expiration date of the term of
such Option or the first anniversary of the date of such termination of
employment or services, unless a shorter or longer period is provided
for in the Option or the Plan; provided, however, that in the case of
the exercise of an ISO, the optionee shall in any event be required to
exercise the vested portion of such Incentive Option within one year
after termination of the optionee's employment due to his or her
Disability.

h. Termination for Cause. If any optionee's employment or retention of
services by the Company or a Related Entity is terminated for Cause, the
optionee shall forfeit the Value Option, and the Value Option shall
automatically, and without notice, terminate and become null and void at
5:00 p.m., Dallas, Texas time, on the date of termination, unless otherwise
provided in the Option or determined by the Committee.

i. Other Termination of Employment. If any optionee's employment or
retention of services by the Company or a Related Entity is terminated for
any reason other than for Cause, death or Disability, the vested portion of
the Value Option shall, to the extent exercisable, remain exercisable until
the later of: (i) the expiration of 90 days from the date of such
termination, and (ii) the end of the Term of the Option. In the event the
vested portion of the Value Option is not exercisable on the date of any
such termination of employment or services, such portion shall remain in
effect and subject to becoming exercisable on or before 5:00 p.m., Dallas,
Texas, on the fifth anniversary of the grant date of such Option, the
optionee may, until the 90th day after the date such Option becomes
exercisable, exercise such Option. The Committee may accelerate vesting of
any non-vested portion of a Value Option on account of an optionee's
termination of employment or services for any reason other than Cause,
death or Disability and may provide for a shorter or longer period to
exercise any vested portion of such Option.

j. Maximum Exercise. To the extent that the aggregate Fair Market
Value of Common Stock (determined at the time of the grant of the Option)
with respect to which ISOs are exercisable for the first time by an
optionee during any calendar year under all plans of the Company and any
Related Entity exceeds $100,000, such ISOs shall be treated as NQOs.

k. Continuation of Employment. Each ISO shall require the optionee to
remain in the continuous employ of the Company or any Related Entity from
the date of grant of the ISO until at least three months prior to the date
of exercise of the ISO.

l. Recharacterization of ISO. In the event that the exercise of any
ISO, or method of exercise or payment therefor, would not be in compliance
with this Section 7 and would consequently result in a violation of the
requirements of Section 422 of the Code governing the treatment of ISOs,
the Committee in the exercise of its discretion may recharacterize the
Option as a NQO.

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<PAGE> 14

8. PERFORMANCE-BASED OPTIONS.

The Committee, in its sole discretion, may designate and design Options granted
under the Plan as Performance-Based Options (as hereinafter defined) if it
determines that compensation attributable to such Options might not otherwise be
tax deductible by the Company due to the deduction limitation imposed by Section
162(m) of the Code. Accordingly, Options granted under the Plan may be granted
in such a manner that the compensation attributable to such Options is intended
by the Committee to qualify as "performance-based compensation" as such term is
used in Section 162(m) of the Code and the regulations promulgated thereunder
and thus be exempt from the deduction limitation imposed by Section 162(m) of
the Code ("Performance-Based Options").

Options granted under the Plan to Key Employees who constitute "covered
employees" within the meaning of Section 162(m) of the Code shall be deemed to
qualify as Performance-Based Options only if the Option exercise price is not
less than the Fair Market Value per share of Common Stock at the date the Option
is granted; provided, that the Option exercise price shall be subject to
adjustment in accordance with the provisions of Section 10 of the Plan.

9. CHANGE OF CONTROL.

Except as otherwise expressly provided in a particular Option, if (i) a Change
of Control shall occur or (ii) the Company shall enter into an agreement
providing for a Change of Control, then the Committee may declare any or all
Options granted and outstanding under the Plan to be vested and exercisable in
full at such time or times as the Committee shall determine and the Company may
purchase any or all such Options for an amount of cash equal to the amount that
could have been attained upon the exercise of such Options or the realization of
the optionee's rights had such option been currently exercisable. Each Option
accelerated by the Committee pursuant to the preceding sentence shall terminate,
notwithstanding any express provision thereof or any other provision of the
Plan, on such date (not later than the stated exercise date) as the Committee
shall determine.

10. ADJUSTMENT OF SHARES.

Except as otherwise contemplated in Section 9, and unless otherwise expressly
provided in a particular Option, in the event that, by reason of any merger,
consolidation, combination, liquidation, recapitalization, stock dividend, stock
split, split-up, split-off, spin-off, combination of shares, exchange of shares
or other like change in capital structure of the Company (collectively, an
"Adjustment Event"), the Common Stock is substituted, combined, or changed into
any cash, property, or other securities, or the shares of Common Stock are
changed into a greater or lesser number of shares of Common Stock, the number
and/or kind of shares and/or interests subject to an Option and the per share
price, the value thereof or the Exercisability Value shall be appropriately
adjusted by the Committee to give appropriate effect to such Adjustment Event.
Any fractional shares or interests resulting from such adjustment shall be
eliminated.

Except as otherwise contemplated in Section 9, and unless otherwise expressly
provided in a particular Option, in the event the Company is not the surviving
entity of an Adjustment Event and, in connection with such Adjustment Event, any
optionee will hold Options issued pursuant to this Plan which have not been
exercised, cancelled, or terminated in connection therewith, the Company shall
cause such Options to be assumed (or cancelled

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<PAGE> 15

and replacement Options issued) by the surviving entity or a Related Entity with
such changes to the number and/or kind of shares and/or interests subject to an
Option and the per share price, the value thereof or the Exercisability Value as
the Committee determines is necessary to give appropriate effect to such
Adjustment Event. In the event of any perceived conflict between the provisions
of Section 9 and this Section 10, the Committee's determinations under Section 9
shall control.

11. ASSIGNMENT OR TRANSFER.

Except as otherwise expressly provided in any Option, no Option granted under
the Plan or any rights or interests therein shall be assignable or transferable
by an optionee except by will or the laws of descent and distribution, and
during the lifetime of an optionee, Options granted to him or her hereunder
shall be exercisable only by the optionee or, in the event that a legal
representative has been appointed in connection with the Disability of an
optionee, such legal representative.

12. COMPLIANCE WITH SECURITIES LAWS.

The Company shall not in any event be obligated to file any registration
statement under the Securities Act of 1933, as amended (the "Securities Act"),
or any applicable state securities law to permit exercise of any Option or to
issue any Common Stock in violation of the Securities Act or any applicable
state securities law. Each optionee (or, in the event of his or her death or, in
the event a legal representative has been appointed in connection with his or
her Disability, the Person exercising the Option) shall, as a condition to his
or her right to exercise any Option, deliver to the Company an agreement or
certificate containing such representations, warranties and covenants as the
Company may deem necessary or appropriate to ensure that the issuance of shares
of Common Stock pursuant to such exercise is not required to be registered under
the Securities Act or any applicable state securities law.

Certificates for shares of Common Stock, when issued, may have substantially the
following legend, or statements of other applicable restrictions, endorsed
thereon, and may not be immediately transferable:

THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED,
TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES
EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE DISCRETION OF THE
ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT
SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE
APPLICABLE FEDERAL OR STATE LAWS.

This legend shall not be required for shares of Common Stock issued pursuant to
an effective registration statement under the Securities Act and in accordance
with applicable state securities laws.

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<PAGE> 16

13. WITHHOLDING TAXES.

By acceptance of the Option, the optionee will be deemed to (i) agree to
reimburse the Company or Related Entity by which the optionee is employed for
any federal, state, or local taxes required by any government to be withheld or
otherwise deducted by such corporation in respect of the optionee's exercise of
all or a portion of the Option; (ii) authorize the Company or any Related Entity
by which the optionee is employed to withhold from any cash compensation paid to
the optionee or in the optionee's behalf, an amount sufficient to discharge any
federal, state, and local taxes imposed on the Company, or the Related Entity by
which the optionee is employed, and which otherwise has not been reimbursed by
the optionee, in respect of the optionee's exercise of all or a portion of the
Option; and (iii) agree that the Company may, in its discretion, hold the stock
certificate to which the optionee is entitled upon exercise of the Option as
security for the payment of the aforementioned withholding tax liability, until
cash sufficient to pay that liability has been accumulated, and may, in its
discretion, effect such withholding by retaining shares issuable upon the
exercise of the Option having a Fair Market Value on the date of exercise which
is equal to the amount to be withheld.

14. COSTS AND EXPENSES.

The costs and expenses of administering the Plan shall be borne by the Company
and shall not be charged against any Option nor to any employee receiving an
Option.

15. FUNDING OF PLAN.

The Plan shall be unfunded. The Company shall not be required to make any
segregation of assets to assure the payment of any Option under the Plan.

16. OTHER INCENTIVE PLANS.

The adoption of the Plan does not preclude the adoption by appropriate means of
any other incentive plan for employees.

17. EFFECT ON EMPLOYMENT.

Nothing contained in the Plan or any agreement related hereto or referred to
herein shall affect, or be construed as affecting, the terms of employment of
any Key Employee except to the extent specifically provided herein or therein.
Nothing contained in the Plan or any agreement related hereto or referred to
herein shall impose, or be construed as imposing, an obligation on (i) the
Company or any Related Entity to continue the employment of any Key Employee,
and (ii) any Key Employee to remain in the employ of the Company or any Related
Entity.

18. DEFINITIONS.

In addition to the terms specifically defined elsewhere in the Plan, as used in
the Plan, the following terms shall have the respective meanings indicated
unless another definition is agreed to in writing by the Company and the
optionee in an option grant agreement with respect to such term or a similar
term:

"Adjustment Event" shall have the meaning set forth in Section 10
hereof.

"Board of Directors" shall have the meaning set forth in Section 2
hereof.

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<PAGE> 17

"Cause", with respect to any Key Employee, shall mean termination by
action of the Board of Directors because of: (A) the optionee's conviction
of, or plea of nolo contendere to, a felony or a crime involving moral
turpitude; (B) the optionee's personal dishonesty, willful misconduct,
willful violation of any law, rule, or regulation (other than minor traffic
violations or similar offenses) or breach of fiduciary duty which involves
personal profit; (C) the optionee's willful commission of material
mismanagement in the conduct of his or her duties as assigned to him by the
Board of Directors or the optionee's supervising officer or officers of the
Company; (D) the optionee's willful failure to execute or comply with the
policies of the Company or his or her stated duties as established by the
Board of Directors or the optionee's supervising officer or officers of the
Company, or the optionee's intentional failure to perform the optionee's
stated duties; or (E) substance abuse or addiction on the part of the
optionee. "Cause", with respect to any Eligible Non-Employee, shall mean
termination by action of the Board of Directors because of: (A) the
optionee's conviction of, or plea of nolo contendere to, a felony or a
crime involving moral turpitude; (B) the optionee's personal dishonesty,
willful misconduct, willful violation of any law, rule, or regulation
(other than minor traffic violations or similar offenses) or breach of
fiduciary duty which involves personal profit; (C) the optionee's willful
commission of material mismanagement in providing services to the Company
or any Related Entity; (D) the optionee's willful failure to comply with
the policies of the Company in providing services to the Company or any
Related Entity, or the optionee's intentional failure to perform the
services for which the optionee has been engaged; (E) substance abuse or
addiction on the part of the optionee; or (F) the optionee's willfully
making any material misrepresentation or willfully omitting to disclose any
material fact to the board of directors of the Company or any Related
Entity with respect to the business of the Company or any Related Entity.

"Change of Control" shall mean (a) the sale, lease or other transfer
of all or substantially all of the assets of the Company to any person or
group (as such term is used in Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended); (b) the adoption by the stockholders of the
Company of a plan relating to the liquidation or dissolution of the
Company; (c) the merger or consolidation of the Company with or into
another entity or the merger of another entity into the Company or any
subsidiary thereof with the effect that immediately after such transaction
the stockholders of the Company immediately prior to such transaction (or
their Related Parties) directly and indirectly hold less than fifty percent
(50%) of the total voting power of all securities generally entitled to
vote in the election of directors, managers or trustees of the entity
surviving such merger or consolidation; (d) the acquisition by any person
or group of more than fifty percent (50%) of the direct and indirect voting
power of all securities of the Company generally entitled to vote in the
election of directors of the Company; or (e) the majority of the Board is
composed of members who (i) have served less than twelve (12) months and
(ii) were not approved by a majority of the Board at the time of their
election or appointment.

"Code" shall have the meaning set forth in Section 1 hereof.

"Committee" shall have the meaning set forth in Section 2 hereof.

"Common Stock" shall have the meaning set forth in Section 3 hereof.

15
<PAGE> 18

"Company" shall have the meaning set forth in Section 1 hereof.

"Disability" shall mean permanent disability as defined under the
appropriate provisions of the applicable long-term disability plan
maintained for the benefit of employees of the Company or any Related
Entity who are regularly employed on a salaried basis unless another
meaning shall be agreed to in writing by the Committee and the optionee.

"Eligible Non-Employee" shall have the meaning set forth in Section 4
hereof.

"Exchange Act" shall have the meaning set forth in Section 2 hereof.

"Fair Market Value" shall, as it relates to the Common Stock, mean, at
the option of the Committee, the average of the high and low prices or the
closing price of such Common Stock as reported on the principal national
securities exchange on which the shares of Common Stock are then listed or
the NASDAQ National Market, as applicable, on the date specified herein for
such a determination; or, if there were no sales on such date, on the next
succeeding day or immediately preceding day on which there were sales; or,
if such Common Stock is not listed on a national securities exchange, the
last reported bid price in the over-the-counter market; or, if such shares
are not traded in the over-the-counter market, the per share cash price for
which all of the outstanding Common Stock could be sold to a willing
purchaser in an arms length transaction (without regard to minority
discount, absence of liquidity, or transfer restrictions imposed by any
applicable law or agreement) at the date of the event giving rise to a need
for a determination. Except as may be otherwise expressly provided in a
particular Option, Fair Market Value shall be determined in good faith by
the Committee.

The term "including" when used herein shall mean "including, but not
limited to".

"Key Employee" shall have the meaning set forth in Section 4 hereof.

"Non Qualified Option" shall have the meaning set forth in Section 1
hereof.

"Options" shall have the meaning set forth in Section 1 hereof.

"Person" shall have the meaning set forth in Section 4 hereof.

"Performance-Based Options" shall have the meaning set forth in
Section 8 hereof.

"Plan" shall have the meaning set forth in Section 1 hereof.

"Related Entities" shall have the meaning set forth in Section 1
hereof.

"Related Parties" shall mean with respect to any person (a) the spouse
and lineal ascendants and descendants of such person, and any sibling of
any of such persons and (b) any trust, corporation, partnership or other
entity, the beneficiaries, stockholders, partners, owners or persons
beneficially holding an eighty percent (80%) or more controlling interest
of which consist of persons referred to in subsection (a) above.

"Rule 16b-3" shall have the meaning set forth in Section 2 hereof.

16
<PAGE> 19

"Securities Act" shall have the meaning set forth in Section 11
hereof. "Term" shall have the meaning set forth in Section 20 hereof.

"Value Option" shall have the meaning set forth in Section 7 hereof.

19. AMENDMENT OF PLAN.

The Board of Directors shall have the right to amend, modify, suspend or
terminate the Plan at any time; provided, that no amendment shall be made which
shall increase the total number of shares of the Common Stock which may be
issued and sold pursuant to Options granted under the Plan, or modify the
provisions of the Plan relating to the number of shares subject to Section 7 and
the Exercisability Value of Value Options pursuant to subsection 7(e) unless
such amendment is made by or with the approval of the stockholders of the
Company. The Board of Directors shall be authorized to amend the Plan and the
Options granted thereunder to comply with Rule 16b-3 (or any successor rule)
under the Exchange Act (or any successor law) and the regulations (including any
temporary regulations) promulgated thereunder. No amendment, modification,
suspension or termination of the Plan shall materially impair the value of any
Options previously granted under the Plan, without the consent of the holder
thereof.

20. EFFECTIVE DATE AND TERM.

The Plan shall be effective as of April 8, 1999. Except with respect to
outstanding Options, the Plan shall terminate on the tenth anniversary of the
date of adoption of the Plan or the date of approval of the Plan by the
stockholders of the Company, whichever is earlier, unless sooner terminated by
the Board of Directors (the "Term").

<PAGE> 1
(214) 746-8117

July 19, 1999

AMFM Inc.
1845 Woodall Rodgers Freeway, Suite 1300
Dallas, Texas 75201

Ladies and Gentlemen:

We have acted as counsel to AMFM Inc. (the "Company") in
connection with the preparation and filing by the Company of a Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission on
or about July 15, 1999 (the "Registration Statement"), under the Securities Act
of 1933, as amended, with respect to the offer and sale by the Company of up to
14,740,773 shares (the "Registered Shares") of the common stock, par value $.01
per share ("Common Stock"), of the Company issuable upon the exercise of stock
options and/or warrants, as applicable, granted pursuant to the Non-Qualified
Stock Option Agreement with Jeffrey A. Marcus dated March 15, 1999 (the "Marcus
Option"), the Non-Qualified Stock Option Agreement with Eric C. Neuman dated
March 15, 1999 (the "Neuman Option"), Non-Qualified Stock Option Agreement with
Thomas P. McMillin effective March 15, 1999 (the "McMillin Option"), the
Non-Qualified Stock Option Agreement with Daniel J. Wilson effective March 15,
1999 (the "Wilson Option"), the Non-Qualified Stock Option Agreement with
Richard A.B. Gleiner effective March 15, 1999 (the "Gleiner Option," together
with the Marcus Option, the Neuman Option, the McMillin Option and the Wilson
Option, the "Marcus Group Options"), the AMFM Inc. 1999 Stock Option Plan (the
"1999 Plan"), the Capstar Broadcasting Corporation 1998 Stock Option Plan (the
"Capstar Plan"), the Warrant, dated April 1, 1998, as amended, entitling R.
Steven Hicks to purchase 460,815 shares of Common Stock (the "Hicks Warrant I"),
the Warrant, dated April 1, 1998, as amended, entitling R. Steven Hicks to
purchase 126,510 shares of Common Stock (the "Hicks Warrant II"), the Warrant,
dated April 1, 1998, as amended, entitling R. Steven Hicks to purchase 160,106
shares of Common Stock (the "Hicks Warrant III"), the Warrant, dated April 1,
1998, as amended, entitling R. Steven Hicks to purchase 93,139 shares of Common
Stock (the "Hicks Warrant IV"), the Warrant, dated April 1, 1998, as amended,

<PAGE> 2

AMFM INC.
July 19, 1999
Page 2

entitling R. Steven Hicks to purchase 247,750 shares of Common Stock (the "Hicks
Warrant V"), the Warrant, dated April 1, 1998, as amended, entitling William S.
Banowsky, Jr. to purchase 74,325 shares of Common Stock (the "Banowsky
Warrant"), the Warrant, dated April 1, 1998, as amended, entitling Paul D. Stone
to purchase 74,325 shares of Common Stock (the "Stone Warrant"), and the
Warrant, dated July 5, 1998, as amended, entitling D. Geoffrey Armstrong to
purchase 99,100 shares of Common Stock (the "Armstrong Warrant," together with
the Hicks Warrant I, Hicks Warrant II, Hicks Warrant III, Hicks Warrant IV,
Hicks Warrant V, Banowsky Warrant and the Stone Warrant, the "Warrants").

In so acting, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of the Marcus Group Options, the
1999 Plan, the Capstar Plan and the Warrants and such corporate records,
agreements, documents and other instruments, and such certificates or comparable
documents of public officials and of officers and representatives of the
Company, and have made such inquiries of such officers and representatives, as
we have deemed relevant and necessary as a basis for the opinions hereinafter
set forth.

In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. As to all questions
of fact material to this opinion that have not been independently established,
we have relied upon certificates or comparable documents of officers and
representatives of the Company.

Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that the Registered Shares are duly
authorized, and when issued and delivered against receipt of payment therefor in
accordance with the terms of the Marcus Group Options, the 1999 Plan, the
Capstar Plan and the Warrants, such Registered Shares will be validly issued,
fully paid and nonassessable.

The opinions expressed herein are limited to the corporate
laws of the State of Delaware, and we express no opinion as to the effect on the
matters covered by this letter of the laws of any other jurisdiction.

We consent to the use of this opinion as an exhibit to the
Registration Statement.

Very truly yours,

/s/ WEIL, GOTSHAL & MANGES LLP

<PAGE> 1
EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors
AMFM Inc.:

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 10, 1999, except for note 16,
as to which the date is March 15, 1999, relating to the financial statements and
financial statement schedules, which appears in the Annual Report on Form 10-K
of AMFM Inc. (formerly Chancellor Media Corporation), for the year ended
December 31, 1998.

PRICEWATERHOUSECOOPERS LLP

Dallas, Texas
July 14, 1999

<PAGE> 1
EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
AMFM Inc.:

We consent to the incorporation by reference herein of our report dated January
31, 1997 relating to the consolidated statements of operations, stockholders'
equity and cash flows of Chancellor Media Corporation (currently AMFM Inc.) and
subsidiaries for the year ended December 31, 1996, and all related schedules,
which report appears in the December 31, 1998 annual report on Form 10-K of
Chancellor Media Corporation (currently AMFM Inc.).

KPMG LLP

Dallas, Texas
July 14, 1999

<PAGE> 1

EXHIBIT 23.3

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors
AMFM Inc.:

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 13, 1998,
relating to the financial statements of Martin Media and Martin & MacFarlane,
Inc., included in AMFM Inc.'s (formerly Chancellor Media Corporation) Form 8-K
dated February 12, 1999.

Arthur Andersen LLP

Bakersfield, California
July 14, 1999

<PAGE> 1
EXHIBIT 23.4

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
AMFM Inc.:

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated August 25, 1995,
relating to the financial statements of Martin & MacFarlane, Inc., included in
AMFM Inc's (formerly Chancellor Media Corporation) Form 8-K dated February 12,
1999.

Barbich Longcrier Hooper & King

/s/ GEOFFREY B. KING
- -------------------------------------------
By: Geoffrey B. King, CPA

Bakersfield, California
July 14, 1999