STOCK TRANSFER RESTRICRTION & REGISTRATION RIGHTS AGREEMENT

Exhibit 4.1

STOCK TRANSFER RESTRICTION AND
REGISTRATION RIGHTS AGREEMENT

JULY 1, 2006


THIS STOCK TRANSFER RESTRICTION AND REGISTRATION RIGHTS AGREEMENT (this
"Agreement"), dated as of July 1, 2006, is by and among (1) Clear Channel
Outdoor Holdings, Inc., a Delaware corporation (the "Company"), (2) Mark T.
Lieberman, Deborah S. Lieberman, The Trust (Living) of Marianne Lieberman and
The Trust (Living) of Carolyn M. Grant (collectively, the "Principal
Stockholders"), and (3) Molly A. McGuire Lieberman, Karen Lieberman-Daly,
Richard L. Frick and the Lieberman Business Trust (collectively, and together
with the Principal Stockholders, the "Stockholders"). Reference is made to that
certain Stock Purchase Agreement, dated as of May 20, 2006 (the "Stock Purchase
Agreement"), by and among the Company, Clear Channel Outdoor, Inc., a Delaware
corporation and wholly-owned subsidiary of the Company (the "Buyer"),
IN-TER-SPACE Services Inc., a Pennsylvania corporation ("ISI"), and the
Stockholders (in their capacity as the holders of all of the capital stock of
ISI). All capitalized terms used but not defined in this Agreement will have the
respective meanings ascribed thereto in the Stock Purchase Agreement.

W I T N E S S E T H

WHEREAS, this is the Stock Transfer Restriction and Registration Rights
Agreement referred to in the Stock Purchase Agreement; and

WHEREAS, pursuant to the Stock Purchase Agreement, the Buyer will
acquire all of the outstanding shares of ISI from the Stockholders; and

WHEREAS, the purchase price Buyer shall pay to the Stockholders for
their shares of ISI shall consist of cash and shares of CCO Common; and

WHEREAS, the Stockholders' agreement to certain restrictions on their
subsequent transfer of shares of CCO Common, and the grant by the Company to the
Stockholders of certain registration rights, all as more fully set forth in this
Agreement, are material inducements to the Company and the Stockholders to enter
into the Stock Purchase Agreement and consummate the transactions contemplated
thereby;

WHEREAS, the execution and delivery of this Agreement is a condition
precedent to the Company's and the Stockholders' obligations, respectively, to
consummate the Stock Purchase Agreement and transactions contemplated thereby;

NOW, THEREFORE, in consideration of the foregoing and mutual covenants
and agreements hereinafter set forth, and for other consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties to this Agreement
hereby agree as follows:



STOCK TRANSFER RESTRICTION AND REGISTRATION RIGHTS AGREEMENT - PAGE 1


ARTICLE I.
RESTRICTIONS ON TRANSFER OF RESTRICTED SECURITIES.

1.1. Certain Definitions. For purposes of this Agreement,

(a) "Affiliate" means, with respect to a specified person or entity,
any other person or entity that, directly or indirectly, through one or more
intermediaries, controls, or is controlled by or is under common control with,
the specified person or entity. For the purposes of this definition, "control"
(including with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any entity, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such entity, whether through the
ownership of voting securities, by agreement or otherwise.

(b) "Permitted Transfer" means any of the following Transfers in which
the transferee executes and delivers to the Company a counterpart signature page
to this Agreement, agreeing that such transferee and the Restricted Securities
Transferred to such transferee will be bound by all of the terms and conditions
of this Agreement: (i) a Transfer by a Stockholder that is a natural person,
without consideration and for bona fide estate planning purposes, to the spouse
of such Stockholder, to a natural or adoptive child of such Stockholder or to a
trust established for the benefit of such spouse and/or children, or (ii) a
Transfer by a Stockholder that is not a natural person to any Affiliate of such
Stockholder or to any beneficiary, officer, director, partner, member or retired
partner or member of such Stockholder or its Affiliates (collectively, "Related
Parties").

(c) "Restricted Securities" means (i) all shares of CCO Common issued,
or to be issued in the future, to the Stockholders pursuant to the Stock
Purchase Agreement, including without limitation, any shares of CCO Common that
are or were Holdback Shares and any shares of CCO Common that constitute a
portion of any Earnout Amount payable thereunder and (ii) any equity securities
of the Company (and any other securities of the Company that are, or may be with
the passage of time or the occurrence of one or more events, convertible into
equity securities of the Company), issued in respect of the shares described in
clause (i), including without limitation, pursuant to any stock dividend, stock
split or recapitalization of the Company.

(d) "Transfer" means any sale, assignment, grant of option to purchase
(but only to the extent an optionee's exercise of such option on the first date
on which it becomes exercisable would otherwise be a Transfer hereunder),
pledge, hypothecation, transfer or other disposition or encumbrance of any
Restricted Security, or any beneficial interest therein, or the entry into any
binding contract, agreement or arrangement providing for any of the foregoing.

1.2. Restrictions on Transfer.

(a) Restrictions Applicable to All Stockholders. No Stockholder may
voluntarily Transfer any Restricted Security unless (i) the requirements of
Article II have been satisfied in full and (ii) the Transfer is either (A) a
Permitted Transfer or (B) a bona

STOCK TRANSFER RESTRICTION AND REGISTRATION RIGHTS AGREEMENT - PAGE 2

fide Transfer, in which the consideration is payable solely in cash or cash
equivalents, to a third party following full compliance with the requirements of
Section 1.3.

(b) Restrictions Applicable to Only Principal Stockholders.

(i) One Year Restriction. No Principal Stockholder may
voluntarily Transfer any Restricted Security (other than pursuant to a
Permitted Transfer) prior to the one-year anniversary of this
Agreement.

(ii) Two Year Restriction. No Principal Stockholder may
voluntarily Transfer any Restricted Security (other than pursuant to a
Permitted Transfer) prior to the two-year anniversary of this
Agreement, other than the Transfer after the one-year anniversary of
this Agreement of a number of shares of CCO Common that, together with
all other such Transfers by such Principal Stockholder, does not exceed
50% of the aggregate number of shares of CCO Common issued to such
Stockholder on or before the date of such Transfer pursuant to the
Stock Purchase Agreement, including without limitation, any shares of
CCO Common that are or were Holdback Shares and any shares of CCO
Common that constitute a portion of any Earnout Amount payable
thereunder.

(c) Non-Compliant Transfers Void. Any voluntary Transfer of Restricted
Securities that is not made in full compliance with the requirements of this
Section 1.2 will be null and void, and the Company (and any transfer agent for
the securities of the Company) will refuse to recognize such attempted Transfer
and to reflect on its records any change in record ownership of Restricted
Securities pursuant to such attempted Transfer.

(d) Hedging Permitted. Notwithstanding anything to the contrary herein,
the Stockholders shall be permitted to engage, directly or indirectly, in any
zero cost collar or similar type of collar hedging transactions ("Permitted
Hedge Transactions"), in accordance with applicable securities laws and subject
to the provisions of Section 1.4. Stockholders shall not be permitted to engage
in any "short sales" (as defined in Rule 200 of Regulation SHO promulgated under
the Securities Exchange Act of 1934, as amended (the "Exchange Act")).
Notwithstanding anything to the contrary herein, in connection with Permitted
Hedge Transactions,

(i) short sales engaged in by a brokerage firm solely in
connection with the Permitted Hedge Transaction(s) shall be permitted;

(ii) each Stockholder may pledge Restricted Securities to its
brokerage firm as security for its obligations in connection with
Permitted Hedge Transactions; and

(iii) each Stockholder may take any further action that is
reasonably necessary, in the good faith judgment of such Stockholder,
to effect such Permitted Hedge Transaction.

STOCK TRANSFER RESTRICTION AND REGISTRATION RIGHTS AGREEMENT - PAGE 3

It is the intention of the parties that, subject only to Section 1.4, each
Stockholder be permitted to engage in Permitted Hedge Transactions
notwithstanding any other provision of this Agreement.

1.3. Rights of First Refusal.

(a) Sale Notice. Whenever and as often as any Stockholder desires to
sell any Restricted Securities in reliance on Section 1.2(a)(ii)(B), such
Stockholder (the "Selling Holder") must give the Company a notice to such effect
(the "Sale Notice"), setting forth (i) the number of Restricted Securities that
the Selling Holder desires to sell (the "Offered Securities"), (ii) the name of
the person to whom the Selling Holder desires to make such sale (the
"Transferee") or that the Selling Holder desires to effect an open market sale
of the Offered Securities and (iii) the other material terms and conditions of
such sale, if any.

(b) Company's Right to Purchase.

(i) Right to Purchase. Upon receipt of a Sale Notice, the
Company will have the right and option (but not the obligation) to
purchase all or any portion of the Offered Securities at the Market
Price (as defined in Section 1.3(b)(iii)). The Company will be entitled
to exercise this right at any time before 5:00 pm Central Time on the
next Trading Day (as defined hereafter) immediately following the day
on which the Company receives the Sale Notice (the "Company Exercise
Period"). A "Trading Day" is any day on which the New York Stock
Exchange is open for trading for at least four hours (excluding any
period of time during which trading of CCO Common on the New York Stock
Exchange is suspended or halted).

(ii) Manner of Exercise. To exercise such purchase right, the
Company must give a notice of exercise (a "Company Exercise Notice") to
the Selling Holder during the Company Exercise Period. The Company
Exercise Notice must set forth the number of Offered Securities that
the Company is willing to purchase and must contain the Company's
irrevocable offer to purchase such Offered Securities in accordance
with Section 1.3(c). Failure of the Company to deliver a valid Company
Exercise Notice during the Company Exercise Period will be deemed a
waiver of the Company's purchase right for the proposed transaction
described in the Sale Notice.

(iii) Market Price. The "Market Price" will be the greater of
(A) the closing price of the CCO Common on the New York Stock Exchange
on the Trading Day immediately preceding the day on which the Selling
Holder delivers the Sale Notice to the Company (or, if the Sale Notice
is delivered later than 4:00 p.m., New York City time, on a Trading
Day, the closing price of the CCO Common on the New York Stock Exchange
on the Trading Day on which the Sale Notice is delivered to the
Company) and (B) the closing price of the CCO Common on the New York
Stock Exchange on the Trading Day immediately preceding the day on
which the Company delivers the Company Exercise Notice



STOCK TRANSFER RESTRICTION AND REGISTRATION RIGHTS AGREEMENT - PAGE 4

to the Selling Holder (or, if the Company Exercise Notice is delivered
later than 4:00 p.m., New York City time, on a Trading Day, the closing
price of the CCO Common on the New York Stock Exchange on the Trading
Day on which the Company Exercise Notice is delivered to the Selling
Holder).

(c) Closing of Rights of First Refusal. If the Company offers to
purchase any or all of the Offered Securities pursuant to Section 1.3(b)(ii),
the closing of the purchase and sale of such Offered Securities will occur on
the third Trading Day immediately following the day on which the Company
delivers the Company Exercise Notice. At least one Trading Day prior to such
date, the Selling Holder must deliver wire transfer instructions (if funds are
to be wired) to the Company. The consummation of the purchase and sale of such
Offered Securities will be effected by the Selling Holder's delivery to the
Company of the Offered Securities (free and clear of any restrictions, liens or
claims) and such other instruments of transfer as the Company may reasonably
request (including delivery of the certificate(s) representing the securities
being purchased, properly endorsed for transfer), against payment by the Company
of the purchase price therefor.

(d) Failure to Purchase All Offered Securities. If the Company does not
consummate the purchase of all of the Offered Securities pursuant to Section
1.3(c), the Selling Holder may sell the Offered Securities not so purchased. Any
sale pursuant to this Section 1.3(d) must be consummated during the 90-day
period commencing on the expiration of the Company Exercise Period. Any Transfer
of such Offered Securities that does not comply with the terms of this Section
1.3(d) will constitute a new sale that will be subject to the requirements of
this Section 1.3 de novo.

1.4. Right to Purchase Shares Subject to Permitted Hedge Transactions.

(a) Permitted Hedge Transaction Notice. Whenever and as often as any
Stockholder has a bona fide good faith intention to enter into a Permitted Hedge
Transaction as contemplated by Section 1.2(d), such Stockholder (the "Hedging
Holder") must give the Company a notice to such effect (the "Hedging Notice"),
setting forth (i) the number of Restricted Securities that the Selling Holder
desires to subject to a Permitted Hedge Transaction (the "Hedged Securities")
and (ii) the other material terms and conditions of such Permitted Hedge
Transaction to the extent ascertainable.

(b) Company's Right to Purchase.

(i) Right to Purchase. Upon receipt of a Hedging Notice, the
Company will have the right and option (but not the obligation) to
purchase all or any portion of the Hedged Securities at the Option
Price (as defined in Section 1.4(b)(iii)). The Company will be entitled
to exercise this right at any time before 5:00 pm Central Time on the
fifth Trading Day immediately following the day on which the Company
receives the Hedging Notice (the "Company Option Period").

(ii) Manner of Exercise. To exercise such purchase right, the
Company must give a notice of exercise (a "Company Option Notice") to
the


STOCK TRANSFER RESTRICTION AND REGISTRATION RIGHTS AGREEMENT - PAGE 5


Hedging Holder during the Company Option Period. The Company Option
Notice must set forth the number of Hedged Securities that the Company
is willing to purchase and must contain the Company's irrevocable offer
to purchase such Hedged Securities in accordance with Section 1.4(c).
Failure of the Company to deliver a valid Company Option Notice during
the Company Option Period will be deemed a waiver of the Company's
purchase right for the proposed transaction described in the Hedging
Notice.

(iii) Market Price. The "Option Price" will be the greater of
(A) the closing price of the CCO Common on the New York Stock Exchange
on the Trading Day immediately preceding the day on which the Hedging
Holder delivers the Hedging Notice to the Company (or, if the Hedging
Notice is delivered later than 4:00 p.m., New York City time, on a
Trading Day, the closing price of the CCO Common on the New York Stock
Exchange on the Trading Day on which the Hedging Notice is delivered to
the Company) and (B) the closing price of the CCO Common on the New
York Stock Exchange on the Trading Day immediately preceding the day on
which the Company delivers the Company Option Notice to the Hedging
Holder (or, if the Company Option Notice is delivered later than 4:00
p.m., New York City time, on a Trading Day, the closing price of the
CCO Common on the New York Stock Exchange on the Trading Day on which
the Company Option Notice is delivered to the Hedging Holder).

(c) Closing of Right to Purchase. If the Company offers to purchase any
or all of the Hedged Securities pursuant to Section 1.4(b)(ii), the closing of
the purchase and sale of such Hedged Securities will occur on the third Trading
Day immediately following the day on which the Company delivers the Company
Option Notice. At least one Trading Day prior to such date, the Hedging Holder
must deliver wire transfer instructions (if funds are to be wired) to the
Company. The consummation of the purchase and sale of such Hedged Securities
will be effected by the Hedging Holder's delivery to the Company of the Hedged
Securities (free and clear of any restrictions, liens or claims) and such other
instruments of transfer as the Company may reasonably request (including
delivery of the certificate(s) representing the securities being purchased,
properly endorsed for transfer), against payment by the Company of the purchase
price therefor.

(d) Failure to Purchase All Hedged Securities. If the Company does not
consummate the purchase of all of the Hedged Securities pursuant to Section
1.4(c), the Hedging Holder may enter into the Permitted Hedge Transaction
described in the Hedging Notice with respect to the Hedged Securities not so
purchased. Any Permitted Hedge Transaction pursuant to this Section 1.4(d) must
be established during the 10 Trading Day period commencing on the expiration of
the Company Option Period. In the event such Permitted Hedge Transaction is not
established during such 10 Trading Day period, such Hedged Securities may not
become subject to a Permitted Hedge Transaction without compliance with the
requirements of this Section 1.4 de novo.

(e) Assignment Permitted. The Company shall have the right and option
to assign all or any portion of its rights to purchase pursuant to this Section
1.4 to Clear



STOCK TRANSFER RESTRICTION AND REGISTRATION RIGHTS AGREEMENT - PAGE 6

Channel Communications, Inc. ("CCU"). In the event, and to the extent, of such
assignment, CCU will be deemed to be the "Company" for all purposes under this
Section 1.4.

1.5. Indirect Transfers. If a Related Party to which Restricted
Securities have been Transferred in a Permitted Transfer is the subject of any
event or transaction (or series of related events or transactions) by which such
Related Party ceases to be a Related Party of the Stockholder originally holding
such Restricted Securities (an "Indirect Transfer"), then such Indirect Transfer
will be deemed to be a voluntary Transfer of the Restricted Securities held by
such Related Party on the date of such Indirect Transfer and subject to the
requirements and Company purchase rights set forth in Section 1.3.

ARTICLE II.
SECURITIES LAWS PROVISIONS.

2.1. Securities Laws Compliance. No Stockholder may voluntarily
Transfer Restricted Securities unless (a) a registration statement is then in
effect under the Securities Act covering such Transfer and such Transfer is made
in accordance with such registration statement, or (b) (i) the Stockholder
notifies the Company of the proposed Transfer and furnishes the Company with a
written statement of the circumstances surrounding the Transfer, and (ii) if
requested by the Company, the Stockholder furnishes the Company with an opinion
of counsel satisfactory to the Company, at the Stockholder's expense, that such
Transfer will not require registration of the subject Restricted Securities
under the Securities Act or any filing or registration under applicable state
securities and blue sky laws; provided, however, that no opinion of counsel will
be required if the Transfer is pursuant to Rule 144 and the written statement
furnished to the Company pursuant to clause (i) above contains sufficient
information to enable the Company, in consultation with its counsel, to
determine that the transferor has complied with the applicable requirements of
Rule 144.

2.2. Required Legends. Each certificate representing securities of the
Company will bear a legend substantially in the following form:

"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE
SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED
OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN
OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT SUCH DISPOSITION
WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS."

The Company will reissue, without such legend, any certificate
representing securities of the Company, at the request of the holder thereof, at
such time as all of the securities represented by such certificate become
eligible for resale without compliance with the registration or qualification
provisions of applicable federal and state securities laws.



STOCK TRANSFER RESTRICTION AND REGISTRATION RIGHTS AGREEMENT - PAGE 7
ARTICLE III.
REGISTRATION RIGHTS

3.1. Registrable Stock. "Registrable Stock" means all of the shares of
CCO Common that constitute Restricted Securities; provided, however, that such
shares will cease to be "Registrable Stock" (a) when they have been sold to or
through a broker or dealer or underwriter in a distribution to the public or
otherwise on or through the facilities of the national securities exchange,
national securities association or automated quotation system on which the CCO
Common is listed, (b) when a registration statement with respect to the sale of
such shares has become effective under the Securities Act, and such shares have
been disposed of in accordance with such registration statement, (c) when such
shares have ceased to be outstanding or (d) when held by a person who may sell
all of his, her or its shares of Registrable Stock under Rule 144 within a
90-day period.

3.2. Demand Registration Rights.

(a) Demand Event. For purposes of this Article III, a "Demand
Event" means the death of any of the Principal Stockholders.

(b) Demand. By written notice to the Company within ninety
(90) days following a Demand Event (a "Demand"), the Stockholders
holding not less than a majority of the Registrable Stock will have the
right to demand the registration of the sale of all or any part of
their Registrable Stock (a "Demand Registration") under the Securities
Act on Form S-1 (or its equivalent) (a "Long Form Registration") or, if
available to the Company, on Form S-3 (or its equivalent) (a "Short
Form Registration"). Each Demand must specify the approximate number of
shares of Registrable Stock to be registered and the Stockholders'
intended method of distribution of such shares. The Stockholders,
collectively, will be entitled to make only one Demand pursuant to this
Agreement (excluding any Demand that the Company elects to not honor
pursuant to Section 3.2(c)).

(c) Company Right to Dishonor Demand. The Company, at its
election, may decline to honor a Demand at any time prior to the filing
of a registration statement with respect to the Demand:

(i) if the aggregate expected offering price of the
Registrable Stock covered by the Demand (before deduction of
underwriting discounts and expenses of sale), calculated on
the basis of the average closing price per share of CCO Common
on the New York Stock Exchange for the 15 consecutive trading
days immediately preceding any day between (and including) the
date of the Demand and the date on which the registration
statement with respect to the Demand is filed, is less than
$10,000,000 (if a Long Form Registration) or $5,000,000 (if a
Short Form Registration);

(ii) that is made within 180 days after the effective
date of any Company registration with respect to which the
Company provided a Piggyback Notice to the Stockholders; or


STOCK TRANSFER RESTRICTION AND REGISTRATION RIGHTS AGREEMENT - PAGE 8



(iii) if the Company notifies the Stockholders making
a Demand that it intends to file a registration statement
other than pursuant to this Section 3.2 (a "Company
Registration") and in which the Company intends to include the
shares of Registrable Stock of such Stockholders that are the
subject of the Demand within 60 days. In such event, no
further Demand may be made until the first to occur of (A) the
date that is 180 days after the effective date of such Company
Registration, (B) the date on which such Company Registration
is abandoned or withdrawn and (C) the date on which all
securities registered pursuant to such Company Registration
have been sold in accordance with the intended method of
distribution thereof. The Company will promptly notify the
Stockholders of the occurrence of any circumstance described
in clause (B) or (C) above.

3.3. Piggyback Registration Rights. If the Company proposes to register
the sale or issuance of any of its equity securities under the Securities Act
(other than (a) a registration solely in connection with an employee benefit or
stock ownership plan, (b) a registration relating to a transaction covered by
Form S-4 (or successor form), including a Rule 145 transaction or (c) a
registration with respect to a transaction relating solely to the sale of debt
or convertible debt instruments) and the registration form to be used may be
used for the registration of the sale of Registrable Stock (a "Piggyback
Registration"), the Company will give at least twenty (20) days prior notice to
the Stockholders of its intention to effect such a registration (each, a
"Piggyback Notice"). Subject to Section 3.4(c), the Company will include in the
Piggyback Registration all Registrable Stock that the Stockholders designate by
notice given to the Company within fifteen (15) days after the Company's
delivery of the Piggyback Notice. The Stockholders will be entitled to
participate in three Piggyback Registrations pursuant to this Agreement.

3.4. Underwritten Offerings.

(a) Selection of Underwriters. The Demand Registration will
not be underwritten. The lead managing underwriter for any underwritten
Piggyback Registration will be selected by the Company.

(b) Underwriting Agreements. The Stockholders agree that in
any underwritten registration involving Registrable Stock, the
Stockholders desiring to have their shares of Registrable Stock
included in such registration will (i) enter into an underwriting
agreement in customary form with the underwriter or underwriters
selected pursuant to Section 3.4(a), (ii) sell such Registrable Stock
on the basis provided in any underwriting arrangements relating thereto
and (iii) complete and execute all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents required under
the terms of such underwriting arrangements; provided, however, that
the Stockholders will not be required to make any representations or
warranties to the Company or the underwriters other than
representations and warranties regarding the Stockholders and their
intended method of distribution of Registrable Stock.

(c) Cut Backs on Piggyback Registrations. If the managing
underwriters of an underwritten Piggyback Registration advise the
Company in writing that, in their opinion, the number of securities
requested to be included in such registration exceeds the


STOCK TRANSFER RESTRICTION AND REGISTRATION RIGHTS AGREEMENT - PAGE 9



number that can be sold in an orderly manner in such offering within a
price range acceptable to the Company, the Company will include in such
registration (i) first, the securities proposed to be sold by the
Company, and (ii) second, the Registrable Stock held by the
Stockholders and the other securities requested to be included in such
registration, on a pro rata basis.

3.5. Withdrawal From and Termination of Registration.

(a) Withdrawal by the Stockholders. If the Stockholders make a
Demand pursuant to Section 3.2 or elect to participate in a Piggyback
Registration pursuant to Section 3.3, and thereafter one of more of
such Stockholders elect to withdraw from or reduce their participation
in such registration such that the Stockholders, collectively, will not
have covered in the registration statement for such registration at
least 50% of the Registrable Stock specified in the Demand or in the
notice of participation in the Piggyback Registration (other than, in
any such case, as a result of (i) the Company's postponement,
termination or withdrawal of such registration pursuant to Section
3.2(c) or Section 3.5(b), (ii) the Company's reduction of the number of
Stockholder shares eligible for participation in the Piggyback
Registration pursuant to Section 3.4(c), (iii) any stop order,
injunction or other order or requirement of the Commission or any other
governmental agency or court, or (iv) the breach of this Agreement by
the Company), such event will constitute a "Stockholder Withdrawal." A
Demand Registration that is subject to a Stockholder Withdrawal will
constitute the Stockholders' sole available Demand, and a Piggyback
Registration that is subject to a Stockholder Withdrawal will
constitute one of the Stockholders' available Piggyback Registrations,
as the case may be, unless the Stockholders elect to reimburse the
Company for all Registration Expenses incurred by the Company and its
Affiliates in connection with such registration.

(b) Termination of Piggyback Registration. The Company will
have the right to terminate or withdraw any Piggyback Registration
prior to the effectiveness of the registration statement filed in
connection therewith; provided, however, that the Company must pay all
Registration Expenses associated with such terminated or withdrawn
registration and such terminated or withdrawn registration will not be
deemed to constitute one of the Stockholders' available Piggyback
Registrations.

3.6. Registration Procedures. In connection with the Demand
Registration and each Piggyback Registration, the Company will use
commercially-reasonable efforts to effect the registration and the sale of the
securities to be sold therein in accordance with the intended method of
distribution thereof and will:

(a) prepare and file with the Commission at the earliest
practicable time, but, with respect to a Demand Registration in no
event later that 75 days after the Demand, a registration statement
with respect to such securities, and use commercially-reasonable
efforts to cause such registration statement to become effective at the
earliest practicable time;

(b) permit a representative of the Stockholders, the
underwriters, if any, and any attorney or accountant retained by such
Stockholders or underwriter to participate, at


STOCK TRANSFER RESTRICTION AND REGISTRATION RIGHTS AGREEMENT - PAGE 10



each such person's own expense, in the preparation of the registration
statement, and cause the Company's officers, directors and employees to
supply all information reasonably requested by any such representative,
underwriter, attorney or accountant in connection with the
registration; provided, however, that such representatives,
underwriters, attorneys or accountants enter into a confidentiality
agreement, in form and substance reasonably satisfactory to the
Company, prior to the release or disclosure of any such information;

(c) prepare and file with the Commission such amendments and
post-effective amendments to the registration statement and supplements
to the prospectus used in connection therewith as may be required by
the rules, regulations or instructions applicable to the registration
form used by the Company, or by the Securities Act or rules and
regulations thereunder, as may be necessary to keep such registration
statement continuously effective for a period of 120 days in the case
of a Demand Registration and 90 days in the case of a Piggyback
Registration or, if less in each case, the period in which the
Stockholders actually complete the distribution described in the
registration statement relating thereto (it being understood by the
Stockholders that the Company will not be obligated to register any
Registrable Stock on a "shelf" registration pursuant to Rule 415 as
promulgated pursuant to the Securities Act (or any successor or similar
rule) or otherwise to register Registrable Stock on a continuous or
delayed basis);

(d) at least three (3) days prior to the filing of any
registration statement or prospectus, any amendment or supplement to
such registration statement or prospectus or any document that is to be
incorporated by reference into such registration statement or
prospectus, furnish a copy thereof to the Stockholders or their
counsel;

(e) deliver to the Stockholders and the underwriters, if any,
without charge, as many copies of each prospectus (and each preliminary
prospectus) as they may reasonably request (the Company hereby
consenting to the use of each such prospectus (or preliminary
prospectus) by the Stockholders and the underwriters, if any, in
connection with the offering and sale of the Registrable Stock covered
by such prospectus (or preliminary prospectus)) and a reasonable number
of copies of the then-effective registration statement and any
post-effective amendments thereto and any supplements to the
prospectus, including financial statements and schedules, all documents
incorporated therein by reference and all exhibits (including those
incorporated by reference);

(f) use commercially-reasonable efforts to register or qualify
such Registrable Stock under such other securities or blue sky laws of
such jurisdictions as the Stockholders reasonably request and keep such
registration or qualification effective during the period set forth in
Section 3.6(c), and do any and all other acts and things that may be
reasonably necessary or advisable to enable the Stockholders to
consummate the disposition in such jurisdictions of the Registrable
Stock owned by the Stockholders; provided, however, that the Company
will not be required (i) to qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but
for this clause, (ii) to subject itself to taxation to which it is not
otherwise subject in any such jurisdiction, (iii) to consent to general
service of process in any such jurisdiction or (iv) to


STOCK TRANSFER RESTRICTION AND REGISTRATION RIGHTS AGREEMENT - PAGE 11



comply with requirements under so-called "fair, just and equitable
standards" under state securities laws;

(g) notify the Stockholders, at any time that a prospectus
covered by a registration statement filed pursuant to a Demand
Registration or a Piggyback Registration in which the Stockholders
participate is required to be delivered under the Securities Act, of
the happening of any event of which it has knowledge and as a result of
which the prospectus included in such registration statement, as then
in effect, would include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the
circumstances then existing, and, at the request of the Stockholders,
the Company will prepare a supplement or amendment to such prospectus
so that, as thereafter delivered to the Stockholders, such prospectus
will not contain an untrue statement of a material fact or omit to
state any fact necessary to make the statements therein not misleading
in the light of the circumstances then existing;

(h) cause all securities covered by such registration
statement to be listed on each securities exchange on which similar
securities issued by the Company are then listed and to be qualified
for trading on each system on which similar securities issued by the
Company are from time to time qualified;

(i) provide a transfer agent and registrar for all securities
covered by such registration statement not later than the effective
date of such registration statement and thereafter maintain such a
transfer agent and registrar;

(j) enter into such customary agreements (including
underwriting agreements in customary form) and take all such other
actions as may be reasonably required to expedite or facilitate the
disposition of the securities covered by such registration statement;

(k) otherwise use commercially-reasonable efforts to comply
with the provisions of the Securities Act and all applicable rules and
regulations of the Commission, and make available to its security
holders, as soon as reasonably practicable, an earnings statement,
satisfying the provisions of Section 11(a) of the Securities Act and
Rule 158 promulgated thereunder, covering a period of at least twelve
(12) months beginning with the first day of the Company's first full
calendar quarter after the effective date of the registration
statement; and

(l) upon the issuance of any stop order suspending the
effectiveness of a registration statement, or of any order suspending
or preventing the use of any related prospectus or suspending the
qualification of any securities included in such registration statement
for sale in any jurisdiction, the Company will use
commercially-reasonable efforts promptly to obtain the withdrawal of
such order.

Each Stockholder agrees that upon receipt of any notice from the Company of the
happening of any event described in Section 3.6(g), he, she or it will
discontinue its disposition of securities pursuant to such registration
statement until it receives copies of the supplemented or amended


STOCK TRANSFER RESTRICTION AND REGISTRATION RIGHTS AGREEMENT - PAGE 12



prospectus contemplated by Section 3.6(g) and, if so directed by the Company,
will deliver to the Company (at the Company's expense) all copies, other than
permanent file copies, then in such Stockholder's possession of the prospectus
that was in effect at the time of receipt of such notice. If the Company gives
such notice under Section 3.6(g), the period specified in Section 3.6(c) for
maintaining the effectiveness of the registration will be extended by the number
of days during the period from and including the date of the giving of such
notice to and including the date when each Stockholder selling securities
covered by such registration statement receives a copy of the supplemented or
amended prospectus contemplated by Section 3.6(g).

3.7. Registration Expenses. The Company will pay the Registration
Expenses (as defined below) in connection with the Demand Registration and the
Piggyback Registrations in which the Stockholders are entitled to participate
pursuant to this Agreement. All other expenses will be paid by the holders of
securities included in such registrations, pro rata among such holders on the
basis of the number of shares of stock of each such holder included in the
registration. The term "Registration Expenses" means any expenses incident to
the Company's performance of or compliance with this Article III, including
without limitation all registration and filing fees, fees and expenses of
compliance with securities or blue sky laws, printing expenses, messenger and
delivery expenses, and fees and expenses of counsel for the Company and all
independent certified public accountants, expenses of the underwriters
(excluding discounts and commissions, which will be paid by the Stockholders and
any other selling holders out of the proceeds of the offering to the extent that
they participate in an underwritten sale of their securities) and the fees and
expenses of any other persons retained by the Company in connection with the
registration.

3.8. Indemnification.

(a) Indemnification by the Company. With respect to a
registration of Registrable Stock pursuant to this Agreement, the
Company agrees to indemnify, to the extent permitted by law, each
Stockholder (and, with respect to any Stockholder that is not a natural
person, its officers, directors and each person who controls (within
the meaning of the Securities Act) such Stockholder) against all
losses, claims, damages, liabilities and expenses caused by any untrue
or alleged untrue statement of material fact contained in any
registration statement, prospectus or preliminary prospectus in which
such Stockholder is participating (or any amendment thereof or
supplement thereto) or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing,
except insofar as the same are caused by or contained in any
information furnished in writing to the Company by any one or more
Stockholders for use therein.

(b) Indemnification by the Stockholders. With respect to a
registration of Registrable Stock pursuant to this Agreement, each
Stockholder participating in such registration will furnish to the
Company in writing such information and affidavits as the Company may
reasonably request for use in connection with any such registration
statement or prospectus and, to the extent permitted by law, will
indemnify the underwriters, the Company, and the other selling
stockholders and their respective directors, officers and controlling
persons against all losses, claims, damages, liabilities and expenses
caused by any untrue or alleged untrue statement of material fact
contained



STOCK TRANSFER RESTRICTION AND REGISTRATION RIGHTS AGREEMENT - PAGE 13



in the registration statement, prospectus or preliminary prospectus (or
any amendment thereof or supplement thereto) or any omission or alleged
omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading in the light of the
circumstances then existing, but only to the extent that such untrue
statement or omission is contained in any written information or
affidavit so furnished in writing by such Stockholder in connection
with such registration statement; provided, however, that each
Stockholder's obligation to indemnify will be individual to such
Stockholder and will be limited to the net amount of proceeds received
by such Stockholder from the sale of Registrable Stock pursuant to such
registration statement.

(c) Notice; Defense of Claims. Any party entitled to
indemnification hereunder will (i) give prompt written notice to the
indemnifying party of any claim with respect to which it seeks
indemnification and (ii) unless in such indemnified party's reasonable
judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. If such defense is
assumed, the indemnifying party will not be subject to any liability
for any settlement made by the indemnified party without its consent
(but such consent will not be unreasonably withheld). An indemnifying
party who is not entitled to, or elects not to, assume the defense of a
claim will not be obligated to pay the fees and expenses of more than
one counsel for all parties indemnified by such indemnifying party with
respect to such claim, unless in the reasonable judgment of any
indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with
respect to such claim.

(d) Contribution. If the indemnification provided for herein
is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage or
expense referred to herein, then the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, will contribute to the
amount paid or payable by such indemnified party as a result of such
loss, liability, claim, damage or expense in such proportion as is
appropriate to reflect the relative fault of the indemnifying party, on
the one hand, and of the indemnified party, on the other, in connection
with the statements or omissions that resulted in such loss, liability,
claim, damage or expense, as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party will be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material
fact or the omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The
obligation of each Stockholder to contribute will be individual to such
Stockholder and will be limited to the amount by which the net amount
of proceeds received by such Stockholder from the sale of Registrable
Stock exceeds the amount of losses, liabilities, damages and expenses
that the Stockholder has otherwise been required to pay by reason of
such statements or omissions.

(e) Survival. The indemnification provided for under this
Agreement will remain in full force and effect regardless of any
investigation made by or on behalf of the



STOCK TRANSFER RESTRICTION AND REGISTRATION RIGHTS AGREEMENT - PAGE 14



indemnified party or any officer, director or controlling person of
such indemnified party and will survive the registration and sale of
any securities and the expiration or termination of this Agreement.

(f) Underwriting Agreement. To the extent that the provisions
on indemnification and contribution contained in the underwriting
agreement entered into in connection with an underwritten public
offering are in conflict with the indemnification provisions of this
Agreement, the provisions of the underwriting agreement will control.

3.9. Controlling Person. If any such registration or comparable
statement refers to any Stockholder by name or otherwise as the holder of any
securities of the Company and if, in the reasonable, good faith judgment of such
Stockholder, such Stockholder is or might be deemed to be a controlling person
of the Company, such Stockholder will have the right to (a) participate in the
preparation of such registration or comparable statement and to require the
insertion therein of material, furnished to the Company in writing, that in the
reasonable judgment of such Stockholder and his, her or its counsel should be
included, (b) require the inclusion in such registration statement of language,
in form and substance reasonably satisfactory to such Stockholder, to the effect
that the holding of such securities by such Stockholder is not to be construed
as a recommendation by such Stockholder of the investment quality of the
Company's securities covered thereby and that such holding does not imply that
such Stockholder will assist in meeting any future financial requirements of the
Company or (c) require, if such reference to such Stockholder by name or
otherwise is not required by the Securities Act or any similar federal statute
then in force, the deletion of the reference to such Stockholder; provided,
however, that with respect to this clause (c), such Stockholder must furnish to
the Company an opinion of counsel to such effect, which opinion of counsel must
be reasonably satisfactory to the Company.

3.10. Market Stand-Off Agreement. For a period of 180 days following
the effective date of any underwritten public offering of equity securities by
the Company (or for such shorter period as may be allowed by the managing
underwriter or underwriters of such offering), the Stockholders will agree to
such restrictions as such managing underwriter or underwriters may request with
respect to the sale, transfer or other disposition of the Company's equity
securities (or derivatives or any interest therein), provided that all directors
and executive officers of the Company agree to similar restrictions. In order to
enforce the foregoing covenant, the Company may impose stop-transfer
instructions with respect to the CCO Common or other equity securities of the
Stockholders until the end of such period.

3.11. No Inconsistent Agreements. The Company may not, without the
prior written consent of the Stockholders holding a majority of the Registrable
Stock, hereafter enter into any agreement with respect to its securities that
grants registration rights to any holders of equity securities that would
violate the rights granted to the Stockholders in this Agreement.

ARTICLE IV.
RULE 144

With a view to making available to the Stockholders the benefits of Rule 144
promulgated under the Securities Act (or any other similar rule or regulation of
the Commission that may at any



STOCK TRANSFER RESTRICTION AND REGISTRATION RIGHTS AGREEMENT - PAGE 15



time permit the investors to sell securities of the Company to the public
without registration but excluding Rule 144A promulgated under the Securities
Act or any successor or similar rule as may be enacted by the Commission from
time to time) ("Rule 144"), the Company agrees to:

(a) make and keep public information available, as those terms
are understood and defined in Rule 144;

(b) not terminate its status as an issuer required to file
reports under the Exchange Act, even if the Exchange Act or the rules
and regulations thereunder would otherwise permit such termination;

(c) file with the Commission in a timely manner all reports
and other documents required of the Company under the Securities Act
and the Exchange Act and such reports and other documents as is
required for the applicable provisions of Rule 144; and

(d) furnish to the Stockholders so long as such Stockholders
own any Registrable Stock, promptly upon request, such information as
may be reasonably requested to permit the Stockholders to sell such
securities pursuant to Rule 144 without registration.

This Article IV will terminate and be of no further force or effect on the first
date that the Stockholders are able to sell all of the shares of Registrable
Stock owned by them under Rule 144(k).

ARTICLE V.
MISCELLANEOUS PROVISIONS.

5.1. Termination. This Agreement will terminate and be of no further
force or effect (except as provided in Section 3.8(e)) upon the earliest to
occur of (a) the written agreement of the Company and each other party to this
Agreement at the time of such agreement, (b) the date on which no securities are
Restricted Securities or Registrable Stock, and (c) the ten-year anniversary of
the date of this Agreement.

5.2. Legends on Certificates. During the term of this Agreement, each
certificate or other instrument representing shares of Restricted Securities
will bear, in addition to any legend required pursuant to the terms of Section
2.2, a legend in substantially the following form:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SALE,
ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION THEREOF ARE SUBJECT
TO CERTAIN RESTRICTIONS AND AGREEMENTS CONTAINED IN A STOCK TRANSFER
RESTRICTION AND REGISTRATION RIGHTS AGREEMENT, DATED AS OF JULY 1,
2006, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. A COPY
OF SUCH AGREEMENT WILL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER
OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE


STOCK TRANSFER RESTRICTION AND REGISTRATION RIGHTS AGREEMENT - PAGE 16


COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE."

The Company will make a notation on its records and give instructions to any
transfer agent of its equity securities to implement the restrictions on
transfer established in this Agreement. Each Stockholder agrees and consents to
the entry of stop transfer instructions by the Company or any such transfer
agent in order to enforce the restrictions on transfer established in this
Agreement.

5.3. Notices. All notices and other communications under this Agreement
must be in writing and will be deemed given (a) when delivered personally or by
courier service, (b) on the third business day after being mailed by certified
mail, return receipt requested or (c) upon transmission and confirmation of
receipt by a facsimile operator if sent by facsimile, to the parties at the
following addresses or facsimile numbers (or to such other address or facsimile
number as such party may have specified by notice given to the other party
pursuant to this provision):

If to the Company: Clear Channel Outdoor, Inc.
2850 E. Camelback Road
Phoenix, Arizona 85016
Facsimile: (602) 957-8602
Attention: President

with a copy (which will not constitute
notice) to:
Fulbright & Jaworski L.L.P.
300 Convent Street, Suite 2200
San Antonio, Texas 78205-3792
Facsimile: (210) 270-7205
Attention: Daryl L. Lansdale, Jr.

If to any Stockholder: To the address for such Stockholder on
the books and records of the Company as
the same may be changed from time to time
by notice from such Stockholder to the
Company in accordance with this Section
5.3.

with a copy (which will not constitute
notice) to:

Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
Facsimile: (215) 963-5001
Attention: Richard B. Aldridge

5.4. No Third Party Beneficiaries. Nothing in this Agreement will
create, confer or be deemed to create or confer any third party beneficiary
rights in any person or other legal entity not party to this Agreement.

5.5. Assignment. The rights and obligations of the Stockholders
pursuant to this Agreement are not assignable except that such rights and
obligations as they relate to a particular


STOCK TRANSFER RESTRICTION AND REGISTRATION RIGHTS AGREEMENT - PAGE 17


security will be automatically assigned to any transferee of such security if
such security was Transferred in a Permitted Transfer; provided, however, that
the rights under Article III and Article IV with respect to any securities
subject to a subsequent Indirect Transfer will be null and void and of no
further force and effect upon the consummation of such Indirect Transfer. The
Company may assign its rights and obligations under this Agreement to any
Affiliate or, with the prior written consent of the Stockholders holding a
majority of the Restricted Securities then outstanding, to any other person or
other legal entity. Any attempted assignment of such rights and obligations in
violation of this Section 5.5 will be null and void. The provisions of this
Agreement will be binding upon and inure to the benefit of the parties and their
respective successors and permitted assigns.

5.6. Amendment. No amendment, modification or supplement of or to this
Agreement will be effective unless made in writing and signed by the Company and
the Stockholders holding a majority of the Restricted Securities then
outstanding.

5.7. Waivers. No waiver of any provision of this Agreement, or consent
to any departure from its terms, will be effective unless made in writing and
signed by the party giving such waiver or consent. No action (other than a
waiver) taken pursuant to this Agreement, including, without limitation, any
investigation by or on behalf of any party, will be deemed to constitute a
waiver, by the party taking such action, of the other party's compliance with
any covenant or agreement contained in this Agreement. No delay or omission on
the part of any party in exercising any right or remedy under this Agreement
will operate as a waiver thereof or of any other right or remedy. No waiver by
any party of any right or remedy under this Agreement on any one occasion will
be deemed a bar to or waiver of the same or any other right or remedy on any
future occasion. No partial exercise of any right or remedy under this Agreement
by any party will preclude any further exercise thereof or the exercise of any
other right or remedy.

5.8. Further Assurances. Each party to this Agreement hereby covenants
and agrees, without the necessity of any further consideration, to execute and
deliver any and all such further documents and take any and all such other
actions as may be reasonably necessary or appropriate to carry out the intent
and purposes of this Agreement.

5.9. Construction of Provisions.

(a) Fair Meaning. Every term and provision of this Agreement
will be construed simply according to its fair meaning and not strictly
for or against any party because such party or its legal counsel
drafted this Agreement or such provision.

(b) Time. Time is of the essence with respect to this
Agreement.

(c) Variation of Pronouns. All pronouns and any variations
thereof will be deemed to refer to masculine, feminine, or neuter,
singular or plural, as the identity of the person may require.

(d) Headings. The headings in this Agreement are for reference
purposes only and are to be given no effect in the construction or
interpretation of this Agreement.


STOCK TRANSFER RESTRICTION AND REGISTRATION RIGHTS AGREEMENT - PAGE 18



(e) References. Except as otherwise specifically provided, any
reference to any article or section will be deemed to refer to such
article or section of this Agreement.

(f) Severability. If any provision of this Agreement, as
applied to any party or to any circumstance, is held invalid, illegal
or unenforceable by any court of competent jurisdiction, (i) such
provision, as applied to such party or such circumstance, is hereby
deemed modified to give effect to the original written intent of the
parties to the greatest extent consistent with being valid and
enforceable under applicable law, (ii) the application of such
provision to any other party or to any other circumstance will not be
affected or impaired thereby and (iii) the validity, legality and
enforceability of the remaining provisions of this Agreement will
remain in full force and effect.

5.10. Business Days. If the last or appointed day for the taking of any
action required under this Agreement, or the expiration of any right granted in
this Agreement, is a Saturday, Sunday or legal holiday in either the State of
Pennsylvania or the State of Texas, then such action may be taken or such right
may be exercised on the next succeeding day that is not a Saturday, Sunday or
legal holiday in either the State of Pennsylvania or the State of Texas.

5.11. Entire Agreement. This Agreement (together with the Stock
Purchase Agreement) represents, and is intended to be, a complete statement of
all of the terms and the arrangements between the Company and the Stockholders
with respect to the matters provided for herein, supersedes any and all previous
oral or written and all contemporaneous oral agreements, understandings,
negotiations and discussions between the Company and the Stockholders with
respect to those matters.

5.12. Remedies. All remedies under this Agreement are cumulative and
are not exclusive of any other remedies provided by applicable law. The parties
agree and acknowledge that money damages may not be an adequate remedy for any
breach by a party of the provisions of this Agreement and that the any party may
in its sole discretion apply to a court of law or equity of competent
jurisdiction (without posting any bond or other security) for specific
performance and for other injunctive relief to enforce or prevent violation of
the provisions of this Agreement.

5.13. Governing Law. This Agreement will be governed by and construed
in accordance with the laws of the State of Delaware without reference to the
principles of conflict of laws or any other principle that could result in the
application of the laws of any other jurisdiction.

5.14. Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original, but all of which
will be one and the same instrument.


* * * REMAINDER OF PAGE INTENTIONALLY LEFT BLANK * * *

STOCK TRANSFER RESTRICTION AND REGISTRATION RIGHTS AGREEMENT - PAGE 19



IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto as of the date and year first written above.

COMPANY:

CLEAR CHANNEL OUTDOOR HOLDINGS, INC., A
DELAWARE CORPORATION



By: /s/ Kurt Tingey
--------------------------------
Name: Kurt Tingey
Title: Executive Vice President,
Americas Chief Financial Officer
and Treasurer





PRINCIPAL STOCKHOLDERS:

MARK T. LIEBERMAN



/s/ Mark T. Lieberman
---------------------------------


DEBORAH S. LIEBERMAN



/s/ Deborah S. Lieberman
---------------------------------


THE TRUST (LIVING) OF MARIANNE LIEBERMAN



By: /s/ Marianne Lieberman
--------------------------------
Marianne Lieberman, Trustee



THE TRUST (LIVING) OF CAROLYN M. GRANT



By: /s/ Carolyn M. Grant
---------------------------------
Carolyn M. Grant, Trustee


STOCK TRANSFER RESTRICTION AND REGISTRATION RIGHTS AGREEMENT - SIGNATURE PAGE 1


ADDITIONAL STOCKHOLDERS:

MOLLY A. MCGUIRE LIEBERMAN



/s/ Molly A. McGuire Lieberman
---------------------------------



KAREN LIEBERMAN-DALY



/s/ Karen Lieberman-Daly
---------------------------------



RICHARD L. FRICK



/s/ Richard L. Frick
---------------------------------



LIEBERMAN BUSINESS TRUST, A PENNSYLVANIA
BUSINESS TRUST



By: /s/ Deborah S. Lieberman
---------------------------------
Deborah S. Lieberman, Trustee


STOCK TRANSFER RESTRICTION AND REGISTRATION RIGHTS AGREEMENT - SIGNATURE PAGE 2