The following is an email from Mark P. Mays, Chief Executive Officer of Clear Channel Communications, Inc., dated November 16, 2006, to the employees of Clear Channel Communications, Inc.

note from mark

Good morning,

Today, our Board of Directors announced it has concluded its strategic review process and has decided to take the following actions:

	•		Clear Channel Communications, Inc. will merge with an investment group consisting of Thomas H. Lee Partners, L.P., Bain Capital Partners, LLC, Randall Mays, Lowry Mays, and myself.
	•		We plan to sell our television station group, and we also plan to sell 448 of our radio stations that operate outside the top 100 U.S. markets.

Please read the linked press releases — Clear Channel Communications, Inc. Enters into Merger Agreement with Private Equity Group Co-Led By Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. and

Clear Channel Announces Plan to Sell Radio Stations Outside the Top 100 Markets and Entire Television Station Group, detailing these actions, as well as the linked Q&A, which answers some of what may be your immediate questions.

I’d also like to invite you to join Randall and me for a company-wide conference call today at 11:00 a.m. CST (US). Lisa Dollinger will be sending you complete dial-in information prior to the call. We know that you must have questions about what has occurred over the past weeks and what this decision means for all of us as employees. We’ll do our best to answer as many of your questions as we can, and we look forward to talking with you.

As with our other all-employee calls, please send any questions you’d like us to address in advance to question@clearchannel.com. You’ll also be able to e-mail questions to us during the call. In addition, we have an Employee Hotline at 1-888-403-4722.

On a personal note, I’m very pleased to let you know that both Randall and I will be staying with the company in our current positions. Together with all of you, we have built a strong company that leads all of the businesses in which we operate... a company we are very proud of. We look forward to continuing our shared progress together and are excited about the possibilities for growing our businesses and leading our industries into a very bright future.

I’d like to thank you all for your great work, patience and continued focus on business during this process.

Until the call,

Mark

The following is an email from John Hogan, President and Chief Executive Officer of Clear Channel Radio, dated November 16, 2006, to the employees of Clear Channel Radio.

Good Morning,

Today the company announced that we will be going private and details on that were provided in an earlier e-mail from Mark Mays.

Additionally, we are announcing the intention to sell Clear Channel TV as well as 448 radio stations in some 90 markets and includes your market and stations. Attached is a list which details all markets we intend to sell. The decision to sell the stations in your market was not made quickly or easily nor is it a reflection on the efforts and performance of you and your team. It is a business decision that we believe will result in a better operating opportunity for your stations and is in keeping with the strategic direction of Clear Channel Radio.

The details on the process for selling this group of stations will be forthcoming. I know you will have many questions and we will answer them as the process develops. In the interim, the best direction I can provide is to continue to focus on the job at hand and perform at the highest level possible. Please know that the time, energy, and effort that you and your team give and continue to give on behalf of your stations is greatly appreciated.

John Hogan

Pres. & CEO

Attachment

				Market
				Rank
Boise, ID — Market 203		1A		108
Lancaster, PA — Market 393		1A		113
Victorville, CA — Market 344		1A		127
Reading, PA — Market 147		1A		131
Shreveport, LA — Market 208		1A		132
Burlington, VT — Market 337		1A		136
Fayetteville, AR — Market 267		1A		141
Salisbury, MD — Market 347		1A		146
Ann Arbor, MI — Market 350		1A		147
Tyler, TX — Market 288		1A		149
Albany, OR — Market 230		1A		150
Montgomery, AL — Market 300		1A		151
Huntington, WV — Market 329		1A		156
Rome/Utica, NY — Market 151		1A		159
Poughkeepsie, NY — Market 339		1A		162
Anchorage, AK — Market 248		1A		172
San Luis Obispo, CA — Market 384		1A		173
Lincoln, NE — Market 273		1A		176
Fort Smith, AR — Market 268		1A		177
Binghamton, NY — Market 245		1A		179
Lebanon, NH — Market 392		1A		180
Lubbock, TX — Market 284		1A		182
Midland/Odessa TX — Market 286		1A		188
Tupelo, MS — Market 379		1A		189
Amarillo, TX — Market 277		1A		195
Yakima, WA — Market 242		1A		201

				Market
				Rank
Tri-Cities, WA — Market 407		1A		202
Duluth, MN — Market 424		1A		204
Santa Barbara, CA — Market 186		1A		207
Medford, OR — Market 231		1A		212
Bangor, ME — Market 352		1A		216
Fargo, ND — Market 361		1A		223
Laurel, MS — Market 381		1A		227
Rochester, MN — Market 371		1A		230
Charlottesville, VA — Market 174		1A		231
Muskegon, MI — Market 375		1A		232
Marion/Carbondale, IL — Market 380		1A		235
Eau Claire, WI — Market 348		1A		242
Abilene, TX — Market 360		1A		243
Wheeling, WV — Market 330		1A		248
Lima, OH — Market 220		1A		249
Parkersburg, WV — Market 410		1A		249.1
Battle Creek, MI — Market 294		1A		258
Billings, MT — Market 403		1A		260
Wichita Falls, TX — Market 387		1A		261
Texarkana, TX — Market 287		1A		262
Augusta, ME — Market 377		1A		266
Williamsport, PA — Market 159		1A		269
Sioux City, IA — Market 395		1A		272
Mankato, MN — Market 370		1A		273
Lawton, OK — Market 276		1A		282
Cookeville, TN — Market 107		1A		284
Bismarck, ND — Market 211		1A		285
Grand Forks, ND — Market 244		1A		287
Jonesboro, AR — Market 374		1A		289
Cheyenne, WY — Market 240		1A		290
The Florida Keys, FL — Market 123		1A		291
Mason City, IA — Market 372		1A		292
Meridian, MS — Market 408		1A		295
Casper, WY — Market 239		1A		297
Ashland/Mansfield, OH — Market 369		1A		NR
Ashtabula, OH — Market 368		1A		NR
Bozeman, MT — Market 404		1A		NR
Burlington, IA — Market 197		1A		NR
Centralia, WA — Market 237		1A		NR
Chillicothe, OH — Market 214		1A		NR
Defiance, OH — Market 217		1A		NR
Dickinson, ND — Market 363		1A		NR
Fairbanks, AK — Market 249		1A		NR
Farmington, NM — Market 262		1A		NR
Findlay/Tiffin, OH — Market 218		1A		NR
Fort Dodge, IA — Market 200		1A		NR
Frankfort, KY — Market 411		1A		NR
Gadsden, AL — Market 298		1A		NR

				Market
				Rank
Gallup, NM — Market 362		1A		NR
Laramie, WY — Market 420		1A		NR
Lufkin, TX — Market 285		1A		NR
Marion, OH — Market 222		1A		NR
Minot, ND — Market 246		1A		NR
Missoula, MT — Market 405		1A		NR
Ogallala, NE — Market 274		1A		NR
Pocatello, ID — Market 204		1A		NR
Randolph, VT — Market 390		1A		NR
Sandusky, OH — Market 223		1A		NR
Shelby, MT — Market 406		1A		NR
Somerset, KY — Market 391		1A		NR
Springfield, IL — Market 292		1A		NR
Twin Falls, ID — Market 206		1A		NR
Victoria, TX — Market 289		1A		NR
Yuma, AZ — Market 260		1A		NR

The following is an email from John Hogan, President and Chief Executive Officer of Clear Channel Radio, dated November 16, 2006, to the employees of Clear Channel Radio.

Good Morning,

Today the company announced that we will be going private and details on that were in an earlier e-mail from Mark Mays. Additional details will be forthcoming as will the opportunity for you to hear about this from Mark and Randall via a teleconference later today.

Additionally, we are announcing the intention to sell Clear Channel Television and 448 of our radio stations in 90 markets, all of which are outside of the top 100 markets. The attached list details all markets we intend to sell. Your market and stations are NOT intended for sale.

Please understand, the markets we are selling are valuable, well run properties and the efforts of the staff and management at those stations are greatly appreciated. They do not fit into the strategic plan for Clear Channel Radio and we believe are much better served operating under different ownership.

Undoubtedly, you and your team will have questions as to Clear Channel going private and what it means to you. We are working to provide answers to all your questions and will do as quickly as possible. In the interim, also understand the that the best thing for you to do is continue to focus on your job at hand and perform to the highest possible level. Performance is what is measured and is what matters most and the more effectively we focus on continuing the strong performance we have seen in 2006, the better we will all be.

I am personally excited and enthused about these developments and look forward to sharing with you more of the details as they become available.

Thank you for sharing the above with your team.

John Hogan

Pres. & CEO

Attachment

				Market
				Rank
Boise, ID — Market 203		1A		108
Lancaster, PA — Market 393		1A		113
Victorville, CA — Market 344		1A		127
Reading, PA — Market 147		1A		131
Shreveport, LA — Market 208		1A		132
Burlington, VT — Market 337		1A		136
Fayetteville, AR — Market 267		1A		141
Salisbury, MD — Market 347		1A		146
Ann Arbor, MI — Market 350		1A		147
Tyler, TX — Market 288		1A		149
Albany, OR — Market 230		1A		150
Montgomery, AL — Market 300		1A		151
Huntington, WV — Market 329		1A		156
Rome/Utica, NY — Market 151		1A		159
Poughkeepsie, NY — Market 339		1A		162
Anchorage, AK — Market 248		1A		172
San Luis Obispo, CA — Market 384		1A		173
Lincoln, NE — Market 273		1A		176
Fort Smith, AR — Market 268		1A		177
Binghamton, NY — Market 245		1A		179

				Market
				Rank
Lebanon, NH — Market 392		1A		180
Lubbock, TX — Market 284		1A		182
Midland/Odessa TX — Market 286		1A		188
Tupelo, MS — Market 379		1A		189
Amarillo, TX — Market 277		1A		195
Yakima, WA — Market 242		1A		201
Tri-Cities, WA — Market 407		1A		202
Duluth, MN — Market 424		1A		204
Santa Barbara, CA — Market 186		1A		207
Medford, OR — Market 231		1A		212
Bangor, ME — Market 352		1A		216
Fargo, ND — Market 361		1A		223
Laurel, MS — Market 381		1A		227
Rochester, MN — Market 371		1A		230
Charlottesville, VA — Market 174		1A		231
Muskegon, MI — Market 375		1A		232
Marion/Carbondale, IL — Market 380		1A		235
Eau Claire, WI — Market 348		1A		242
Abilene, TX — Market 360		1A		243
Wheeling, WV — Market 330		1A		248
Lima, OH — Market 220		1A		249
Parkersburg, WV — Market 410		1A		249.1
Battle Creek, MI — Market 294		1A		258
Billings, MT — Market 403		1A		260
Wichita Falls, TX — Market 387		1A		261
Texarkana, TX — Market 287		1A		262
Augusta, ME — Market 377		1A		266
Williamsport, PA — Market 159		1A		269
Sioux City, IA — Market 395		1A		272
Mankato, MN — Market 370		1A		273
Lawton, OK — Market 276		1A		282
Cookeville, TN — Market 107		1A		284
Bismarck, ND — Market 211		1A		285
Grand Forks, ND — Market 244		1A		287
Jonesboro, AR — Market 374		1A		289
Cheyenne, WY — Market 240		1A		290
The Florida Keys, FL — Market 123		1A		291
Mason City, IA — Market 372		1A		292
Meridian, MS — Market 408		1A		295
Casper, WY — Market 239		1A		297
Ashland/Mansfield, OH — Market 369		1A		NR
Ashtabula, OH — Market 368		1A		NR
Bozeman, MT — Market 404		1A		NR
Burlington, IA — Market 197		1A		NR
Centralia, WA — Market 237		1A		NR
Chillicothe, OH — Market 214		1A		NR
Defiance, OH — Market 217		1A		NR
Dickinson, ND — Market 363		1A		NR

				Market
				Rank
Fairbanks, AK — Market 249		1A		NR
Farmington, NM — Market 262		1A		NR
Findlay/Tiffin, OH — Market 218		1A		NR
Fort Dodge, IA — Market 200		1A		NR
Frankfort, KY — Market 411		1A		NR
Gadsden, AL — Market 298		1A		NR
Gallup, NM — Market 362		1A		NR
Laramie, WY — Market 420		1A		NR
Lufkin, TX — Market 285		1A		NR
Marion, OH — Market 222		1A		NR
Minot, ND — Market 246		1A		NR
Missoula, MT — Market 405		1A		NR
Ogallala, NE — Market 274		1A		NR
Pocatello, ID — Market 204		1A		NR
Randolph, VT — Market 390		1A		NR
Sandusky, OH — Market 223		1A		NR
Shelby, MT — Market 406		1A		NR
Somerset, KY — Market 391		1A		NR
Springfield, IL — Market 292		1A		NR
Twin Falls, ID — Market 206		1A		NR
Victoria, TX — Market 289		1A		NR
Yuma, AZ — Market 260		1A		NR

About the Transaction

In connection with the proposed merger, Clear Channel will file a proxy statement with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the proxy statement (when available) and other documents filed by Clear Channel Communications, Inc. at the Securities and Exchange Commission’s Web site at http://www.sec.gov. The proxy statement and such other documents may also be obtained for free by directing such request to Clear Channel Communications, Inc. at 200 East Basse Road, San Antonio, TX 78209 or on the company’s website at www.clearchannel.com.

Clear Channel and its directors, executive officers and certain other members of its management and employees may be deemed to be participants in the solicitation of proxies from its shareholders in connection with the proposed merger. Information regarding the interests of such directors and executive officers is included in Clear Channel’s Proxy Statement for its 2006 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 14, 2006, and information concerning all of Clear Channel’s participants in the solicitation will be included in the proxy statement relating to the proposed merger when it becomes available. Each of these documents is, or will be, available free of charge at the Securities and Exchange Commission’s Web site at www.sec.gov and from Clear Channel Communications, Inc. at 200 East Basse Road, San Antonio, TX 78209 or on the company’s website at www.clearchannel.com.

Clear Channel and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its shareholders in connection with the proposed merger. Information concerning the interests of Clear Channel’s participants in the solicitation, which may be different than those of Clear Channel shareholders generally, is set forth in Clear Channel’s proxy statement for its 2006 Annual Meeting of Shareholders previously filed with the Securities and Exchange Commission, and in the proxy statement relating to the merger when it becomes available.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements based on current Clear Channel management expectations. Those forward-looking statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that may be instituted against Clear Channel and others following announcement of the merger agreement; (3) the inability to complete the merger due to the failure to obtain shareholder approval or the failure to satisfy other conditions to completion of the merger, including the receipt of shareholder approval and expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; (4) the failure to obtain the necessary debt financing arrangements set forth in commitment letters received in connection with the merger; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (6) the ability to recognize the benefits of the merger; (7) the amount of the costs, fees, expenses and charges related to the merger and the actual terms of certain financings that will be obtained for the merger; and (8) the impact of the substantial indebtedness incurred to finance the consummation of the merger; and other risks that are set forth in the “Risk Factors,” “Legal Proceedings” and “Management Discussion and Analysis of Results of Operations and Financial Condition” sections of Clear Channel’s SEC filings. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Clear Channel’s ability to control or predict. Clear Channel undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.