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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Clear Channel Outdoor Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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Clear Channel Outdoor Holdings, Inc.

P.O. Box 659512

San Antonio, Texas 78265-9512

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 27, 2009

As a stockholder of Clear Channel Outdoor Holdings, Inc., you are hereby given notice of and invited to attend, in person or by proxy, the Annual Meeting of Stockholders of Clear Channel Outdoor Holdings, Inc. to be held at the corporate offices of Clear Channel Outdoor Holdings, Inc., located at 200 E. Basse Road, San Antonio, Texas 78209, on May 27, 2009, at 9:00 a.m. local time, for the following purposes:

Only stockholders of record at the close of business on April 29, 2009 are entitled to notice of and to vote at the meeting.

Two cut-out admission tickets are included on the back cover of this document and are required for admission to the meeting. Please contact Clear Channel Outdoor’s Secretary at Clear Channel Outdoor’s corporate headquarters if you need additional tickets. If you plan to attend the annual meeting, please note that space limitations make it necessary to limit attendance to stockholders and one guest. Admission to the annual meeting will be on a first-come, first-served basis. Registration and seating will begin at 8:30 a.m. Each stockholder may be asked to present valid picture identification, such as a driver’s license or passport. Stockholders holding stock in brokerage accounts (“street name” holders) will need to bring a copy of a brokerage statement reflecting stock ownership as of the record date. Cameras (including cellular telephones with photographic capabilities), recording devices and other electronic devices will not be permitted at the annual meeting. The annual meeting will begin promptly at 9:00 a.m. local time.

Your attention is directed to the accompanying proxy statement. In addition, although mere attendance at the meeting will not revoke your proxy, if you attend the meeting you may revoke your proxy and vote in person. To assure that your shares are represented at the meeting, please complete, date, sign and mail the enclosed proxy card in the return envelope provided for that purpose.

San Antonio, Texas

April 30, 2009

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 27, 2009

The Proxy Statement and our 2008 Annual Report are available at

http://bnymellon.mobular.net/bnymellon/cco

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2009 ANNUAL MEETING OF STOCKHOLDERS

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

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PROXY STATEMENT

This proxy statement contains information related to the annual meeting of stockholders of Clear Channel Outdoor Holdings, Inc. (referred to herein as “Clear Channel Outdoor,” “Company,” “we,” “our” or “us”) to be held on Wednesday, May 27, 2009, beginning at 9:00 a.m. local time, at the corporate offices of Clear Channel Outdoor Holdings, Inc., located at 200 E. Basse Road, San Antonio, Texas 78209, and at any postponements or adjournments thereof. This proxy statement is being mailed to stockholders on or about April 29, 2009.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

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THE BOARD OF DIRECTORS

The Board is responsible for the management and direction of Clear Channel Outdoor and for establishing broad corporate policies. However, in accordance with corporate legal principles, it is not involved in day-to-day operating details. Members of the Board are kept informed of Clear Channel Outdoor’s business through discussions with the Chief Executive Officer, Chief Financial Officer, President and Chief Executive Officer – Americas and Asia/Pacific and other executive officers, by reviewing analyses and reports sent to them, and by participating in Board and committee meetings.

COMPOSITION OF THE BOARD OF DIRECTORS

Our directors are divided into three classes serving staggered three-year terms. At each annual meeting of our stockholders, directors will be elected to succeed the class of directors whose terms have expired. For so long as CC Media is the owner of such number of shares representing more than 50% of the total voting power of our common stock, it will have the ability to direct the election of all the members of our Board, the composition of our Board Committees and the size of the Board.

Because more than fifty percent (50%) of the voting power of Clear Channel Outdoor is controlled by CC Media, Clear Channel Outdoor has elected to be treated as a “controlled company” under the Corporate Governance Listing Standards of the New York Stock Exchange. Accordingly, Clear Channel Outdoor is exempt from the provisions of the Corporate Governance Listing Standards requiring: (i) that the majority of our Board consists of independent directors, (ii) that we have a Nominating and Governance Committee, that the Nominating and Governance Committee be composed entirely of independent directors with a written charter addressing the Committee’s purpose and responsibilities, and that we conduct an annual performance evaluation of the Nominating and Governance Committee, and (iii) that we have a Compensation Committee composed entirely of independent

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directors with a written charter addressing the Committee’s purpose and responsibilities and that we conduct an annual performance evaluation of the Compensation Committee. However, notwithstanding this exemption, as described more fully below, we have a Compensation Committee composed entirely of independent directors with a written charter addressing the Committee’s purpose and responsibilities.

BOARD MEETINGS

The Board held six meetings during 2008. For the 2008 fiscal year, except for Mr. W. Douglas Parker, each Board member attended at least 75% of the total number of meetings of the Board (held during the period for which such person served) and at least 75% of the total number of meetings of all Board Committees on which such person served (during the period for which such person served). Mr. W. Douglas Parker resigned from the Board on July 16, 2008. Prior to his resignation, Mr. W. Douglas Parker attended 33% of Board meetings and 100% of the Board Committee meetings on which he served.

STOCKHOLDER MEETING ATTENDANCE

Clear Channel Outdoor encourages, but does not require, directors to attend the annual meetings of stockholders. Except for Mr. W. Douglas Parker, all of our directors attended the annual meeting of stockholders in 2008.

INDEPENDENCE OF DIRECTORS

The Board has adopted a set of Governance Guidelines, addressing, among other things, standards for evaluating the independence of Clear Channel Outdoor’s directors. The full text of the Governance Guidelines can be found on the investor relations section of Clear Channel Outdoor’s website at www.clearchanneloutdoor.com. A copy of the Governance Guidelines may also be obtained upon request from the Secretary of Clear Channel Outdoor at Clear Channel Outdoor Holdings, Inc., P.O. Box 659512, San Antonio, Texas 78265-9512.

The Board has adopted the following standards for determining the independence of its members:

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The above independence standards conform to, or are more exacting than, the director independence requirements of the NYSE. The above independence standards are set forth on Appendix A of the Governance Guidelines.

Our Board currently consists of ten directors, one of whom is our Chief Executive Officer and one of whom is our Chief Financial Officer. Pursuant to the Governance Guidelines, the Board undertook its annual review of director independence in February 2009. For a director to be independent, the Board must determine the director does not have any direct or indirect material relationship with Clear Channel Outdoor or any of its subsidiaries. As a result of this review, the Board affirmatively determined that James M. Raines, Marsha M. Shields and Dale W. Tremblay are independent under the listing standards of the NYSE, as well as Clear Channel Outdoor’s independence standards set forth above. The Board determined that W. Douglas Parker, who served as a member of the Board and the Compensation Committee until July 2008 was also independent pursuant to the NYSE requirements and our independence standards. In addition, the Board has determined that every member of the Audit Committee and the Compensation Committee is independent.

During this review with respect to Marsha M. Shields, the Board considered the transactions and relationships reported in the “Transactions with Related Persons — Marsha M. Shields” section of this proxy statement and concluded none of these transactions or relationships impaired Marsha M. Shields’ independence.

The rules of the NYSE require that non-management directors of a listed company meet periodically in executive sessions. In addition, the rules of the NYSE require listed companies to schedule an executive session including only independent directors at least once a year. Clear Channel Outdoor’s non-management directors have met separately in executive sessions without management present. Clear Channel Outdoor’s independent directors met alone following each regular meeting of the Board in 2008.

The Board has created the office of Presiding Director to serve as the lead non-management director of the Board. The Board has established that the office of the Presiding Director shall at all times be held by an “independent” director, as that term is defined from time to time by the listing standards of the NYSE and as determined by the Board in accordance with the Board’s Governance Guidelines. The Presiding Director has the power and authority to do the following:

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The independent directors shall each take turns serving as the Presiding Director on a rotating basis, each such rotation to take place effective the first day of each calendar quarter. Currently, Marsha M. Shields is serving as the Presiding Director. As part of the standard rotation established by the Board, Dale W. Tremblay will begin serving as the Presiding Director on July 1, 2009.

COMMITTEES OF THE BOARD

The Board has two standing committees: the Compensation Committee and the Audit Committee. Each committee has a written charter which guides its operations. The written charters are all available on Clear Channel Outdoor’s website at www.clearchanneloutdoor.com, or a copy may be obtained upon request from the Secretary of Clear Channel Outdoor. The table below sets forth members of each committee.

BOARD COMMITTEE MEMBERSHIP

X = Committee member; * = Chairperson

The Compensation Committee

The Compensation Committee administers Clear Channel Outdoor’s incentive-compensation plans and equity-based plans, determines compensation arrangements for all executive officers, other than our CEO and CFO, and makes recommendations to the Board concerning compensation for directors of Clear Channel Outdoor and its subsidiaries. The Compensation Discussion and Analysis section of this document provides additional details regarding the basis on which the Compensation Committee determines executive compensation. The Compensation Committee met three times during 2008. All members of the Compensation Committee are independent as defined by the listing standards of the NYSE and Clear Channel Outdoor’s independence standards.

The Compensation Committee has the ability, under its charter, to select and retain, at the expense of the Clear Channel Outdoor, independent legal and financial counsel and other consultants necessary to assist the Compensation Committee as the Compensation Committee may deem appropriate, in its sole discretion. The Compensation Committee also has the authority to select and retain any compensation consultant to be used to survey the compensation practices in Clear Channel Outdoor’s industry and to provide advice so that Clear Channel Outdoor can maintain its competitive ability to recruit and retain highly qualified personnel. The Compensation Committee has the sole authority to approve related fees and retention terms for any of its counsel and consultants. Hewitt Associates serves as the Compensation Committee’s independent compensation consultant, and works directly for the Compensation Committee. Hewitt Associates does not perform any other services for Clear Channel Outdoor.

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The Compensation Committee’s primary responsibilities, which are discussed in detail within its charter, are to:

The compensation of our CEO and CFO are set by the Compensation Committee of CC Media. See the discussion of CEO and CFO compensation in the “Compensation Discussion and Analysis” section of this proxy statement. The Compensation Committee has the authority to delegate its responsibilities to subcommittees of the Compensation Committee if the Compensation Committee determines such delegation would be in the best interest of Clear Channel Outdoor.

The Audit Committee

The Audit Committee is responsible for reviewing Clear Channel’s accounting practices and audit procedures. James M. Raines has been designated by our Board as the Audit Committee financial expert (as defined in the applicable regulations of the SEC). See the Audit Committee Report later in this document, which details the duties and performance of the Audit Committee. The Audit Committee met nine times during 2008. All members of the Audit Committee are independent as defined by the listing standards of the NYSE and Clear Channel Outdoor’s independence standards and satisfy the other requirements for audit committee membership of the NYSE and SEC. The Audit Committee operates under a written charter adopted by our Board which reflects standards set forth in SEC regulations and NYSE rules. The composition and responsibilities of the Audit Committee and the attributes of its members, as reflected in the charter, are intended to be in accordance with applicable requirements for corporate Audit Committees. The charter is reviewed, and amended if necessary, on an annual basis. The full text of the Audit Committee’s charter can be found on our website at www.clearchanneloutdoor.com or may be obtained upon request from our Secretary.

DIRECTOR NOMINATING PROCEDURES

The Board oversees the identification and consideration of candidates for membership on the Board, and each member of the Board participates in this process. It is the view of the Board that this function has been performed effectively by the Board, and that it is appropriate for Clear Channel Outdoor not to have a separate nominating committee or charter for this purpose.

The Board is responsible for developing and reviewing background information for candidates for the Board, including those recommended by stockholders. Our directors play a critical role in guiding Clear Channel Outdoor’s strategic direction and overseeing the management of Clear Channel Outdoor. While we have not established specific minimum qualifications that nominees must possess, the Board seeks candidates with diverse professional backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. Director candidates should have experience in positions with a high degree of responsibility, be leaders in the organizations with which they are affiliated and have the time, energy, interest and willingness to serve as a member of the Board. Recent developments in corporate governance and financial reporting have resulted in an increased demand for such highly qualified and productive public company directors.

The Board evaluates director candidates suggested by stockholders in the same manner as other candidates. Any stockholder wishing to propose a nominee should submit a recommendation in writing to the Presiding Director of Clear Channel Outdoor at least 90 days in advance of the annual meeting, indicating the nominee’s qualifications and other relevant biographical information and providing confirmation of the nominee’s consent to serve as a director. Stockholders should direct such proposals to: Board of Directors – Presiding Director, P.O. Box 659512 San Antonio, Texas 75265-9512.

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STOCKHOLDER AND INTERESTED PARTY COMMUNICATION WITH DIRECTORS

Stockholders and other interested parties may contact an individual director, the Presiding Director, the Board as a group, or a specified Board committee or group, including the non-management directors as a group, by sending regular mail to the following address:

Board of Directors

Clear Channel Outdoor Holdings

P.O. Box 659512

San Antonio, Texas 75265-9512

Each communication should specify the applicable addressee or addressees to be contacted, as well as the general topic of the communication. We will initially receive and process communications before forwarding them to the addressee. We may also refer communications to other departments at the Company. We generally will not forward to the directors a communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information regarding the Company.

PROPOSAL 1: ELECTION OF DIRECTORS

The Board intends to nominate, at the annual meeting of stockholders, the three persons listed as nominees below. Each of the directors elected at the annual meeting will serve a three year term or until his or her successor shall have been elected and qualified, subject to earlier resignation and removal. The directors are to be elected by a plurality of the votes cast at the annual meeting. Accordingly, broker non-votes and abstentions will have no effect on the election of directors. Unless authority to vote for directors is “withheld” in the proxy, the persons named therein intend to vote “FOR” the election of the three nominees listed. Each of the nominees listed below is currently a director and is standing for re-election. Each nominee has agreed to be named in this proxy statement and to serve as director if elected. Should any nominee become unavailable for election, discretionary authority is conferred to vote for a substitute. Management has no reason to believe that any of the nominees will be unable or unwilling to serve if elected.

NOMINEES FOR DIRECTOR FOR TERMS EXPIRING 2012

The nominees for director are Margaret W. Covell, Mark P. Mays and Dale W. Tremblay.

Margaret W. Covell, age 43 has served as a Managing Director at Thomas H. Lee Partners, L.P. (“THL”) since 2006. Ms. Covell leads THL’s Strategic Resource Group, which works in collaboration with senior management and THL investment professionals to drive value at portfolio companies. Prior to joining THL, Ms. Covell was a Partner at the Monitor Group, a global strategic advisory firm, where she led the firm’s Operations Strategy business unit for the remainder of the relevant five year period. Ms. Covell has been a member of our Board since August 2008.

Mark P. Mays, age 45, has served as our Chief Executive Officer since August 2005 and has been a member of our Board since April 1997. Mr. M. Mays has also served as Chief Executive Officer of Clear Channel Communications, Inc., our indirect parent company, since October 2004. Prior thereto, he served as President and Chief Operating Officer of Clear Channel Communications, Inc. from February 1997 to October 2004 and as President and Chief Executive Officer from October 2004 to February 2006, when he relinquished his duties as President. On July 30, 2008, Clear Channel Communications, Inc. completed its merger (the “Merger”) with a subsidiary of CC Media. Upon the closing of the Merger, Mr. M. Mays became a director and the Chief Executive Officer of CC Media. Mr. M. Mays has served on the Board of Clear Channel Communications, Inc. since May 1998. Mr. M. Mays is the son of L. Lowry Mays, CC Media’s Chairman Emeritus and one of our Board members, and is the brother of Randall T. Mays, our Chief Financial Officer and one of our Board members.

Dale W. Tremblay, age 50, has served as President and Chief Executive Officer of C.H. Guenther & Son, Inc., a food marketing and manufacturing company, since July 2001. Prior to joining C.H. Guenther & Son, Inc., Mr. Tremblay was an officer at the Quaker Oats Company, where he was responsible for all Worldwide Foodservice

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Businesses. Mr. Tremblay has been a member of our Board since November 2005. He currently serves on the Advisory Board for the Michigan State University Financial Analysis Lab.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE DIRECTOR NOMINEES NAMED ABOVE.

DIRECTORS WHOSE TERMS WILL EXPIRE IN 2010

Blair E. Hendrix, age 44, has served as Operating Partner at Bain Capital Partners, LLC (“Bain Capital”), since 2000. Mr. Hendrix has been a member of our Board since August 2008. Mr. Hendrix also serves as a director of Keystone Automotive Operations, Inc. and has previously served as a director of Innophos Holdings, Inc. (IPHS) and SMTC Corporation (SMTX).

Daniel G. Jones, age 34, has served as a Vice President at THL since 2008 and is part of the firm’s Strategic Resource Group, which works in collaboration with senior management and THL investment professionals to drive value at portfolio companies. Prior to joining THL, Mr. Jones was a management consultant at the Monitor Group, a global strategic advisory firm from 2004 to 2008. Before Monitor, Mr. Jones worked in a variety of corporate finance roles, lastly as Financial Project Manager and Deputy to the Chief Financial Officer at LAN Airlines, the leading Latin American passenger and cargo airline. Mr. Jones has been a member of our Board since August 2008.

L. Lowry Mays, age 73, has served as a member of our Board since April 1997 and has been our Chairman of the Board since October 2005. Mr. L. Mays is Chairman Emeritus of the Board of Directors of CC Media, and prior to October 2004 he was Clear Channel Communications, Inc.’s Chief Executive Officer. Mr. L. Mays has been the Chairman Emeritus of CC Media’s Board of Directors since the closing of the Merger. Mr. L. Mays is the father of Mark P. Mays and Randall T. Mays, both of whom are members of our Board and executive officers of the Company. Mr. L. Mays has served as a director of Live Nation, Inc. (LYV) since December 2005.

James M. Raines, age 69, has served as the President of James M. Raines & Co., an investment banking company, since 1988. Mr. Raines has been a member of our Board since November 2005. Since 1998, Mr. Raines has served on the Board of Directors of Waddell & Reed Financial, Inc., a financial services corporation.

Scott R. Wells, age 40, has served as an Executive Vice President at Bain Capital since 2007. Prior to joining Bain Capital, he held several executive roles at Dell, Inc. from 2004 to 2007 most recently as Vice President of Public Marketing and On-line in the Americas. Prior to joining Dell, Mr. Wells was a Partner at Bain & Company, where he focused primarily on technology and consumer-oriented companies. Mr. Wells has been a member of our Board since August 2008.

DIRECTORS WHOSE TERMS WILL EXPIRE IN 2011

Randall T. Mays, age 43, has served as our Chief Financial Officer since August 2005 and has been a member of our Board since April 1997. Mr. R. Mays has served as Chairman of the Board of Directors of Live Nation, Inc. since August 2005. Mr. R. Mays was also appointed Executive Vice President and Chief Financial Officer of Clear Channel Communications, Inc. in February 1997 and was appointed Secretary in April 2003. Mr. R. Mays relinquished his duties as Secretary in May 2006. He was appointed President of Clear Channel Communications, Inc. in February 2006. Upon the closing of the Merger, Mr. R. Mays became a director and the President and Chief Financial Officer of CC Media. Mr. R. Mays is the son of L. Lowry Mays, CC Media’s Chairman Emeritus and one of our Board members, and is the brother of Mark P. Mays, our Chief Executive Officer and one of our Board members.

Marsha M. Shields, age 54, has served as a director of Primera Insurance since March 1989. Since June 2002, Mrs. Shields has served as the President of the McCombs Foundation and as Dealer Principal for McCombs Automotive. She has served as Manager of McCombs Family Ltd. since January 2000. Mrs. Shields has been a member of our Board since November 2005.

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CODE OF BUSINESS CONDUCT AND ETHICS

Clear Channel Outdoor adopted a Code of Business Conduct and Ethics applicable to all its directors and employees, including its Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, which is a “code of ethics” as defined by applicable rules of the SEC. This code is publicly available on Clear Channel Outdoor’s website at www.clearchanneloutdoor.com. A copy may also be obtained upon request from the Secretary of Clear Channel Outdoor. If Clear Channel Outdoor makes any amendments to this code other than technical, administrative, or other non-substantive amendments, or grants any waivers, including implicit waivers, from a provision of this code that applies to Clear Channel Outdoor’s Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer and relates to an element of the SEC’s “code of ethics” definition, Clear Channel Outdoor will disclose the nature of the amendment or waiver, its effective date and to whom it applies on its website.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The table below sets forth information concerning the beneficial ownership of Clear Channel Outdoor common stock as of April 29, 2009, for each director currently serving on the Board and each of the nominees for director; each of the named executive officers not listed as a director, the directors and executive officers as a group and each person known to Clear Channel Outdoor to own beneficially more than 5% of Clear Channel Outdoor common stock outstanding. At the close of business on April 29, 2009, there were 40,676,720 shares of Clear Channel Outdoor Class A common stock outstanding and 315,000,000 shares of Clear Channel Outdoor Class B common stock outstanding. Except as otherwise noted, each stockholder has sole voting and investment power with respect to the shares beneficially owned.

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On July 30, 2008, Clear Channel Communications, Inc. completed its merger with a subsidiary of CC Media Holdings, Inc., a company formed by a group of private equity funds sponsored by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. Clear Channel Communications, Inc. is now owned indirectly by CC Media Holdings, Inc.

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EQUITY COMPENSATION PLANS

The following table summarizes information as of December 31, 2008, relating to Clear Channel Outdoor’s equity compensation plan pursuant to which grants of options, restricted stock or other rights to acquire shares may be granted from time to time.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board has reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement with management. Based on such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Respectfully submitted,

THE COMPENSATION COMMITTEE

Dale W. Tremblay – Chairman,

James M. Raines

COMPENSATION DISCUSSION AND ANALYSIS

The following compensation discussion and analysis contains statements regarding Clear Channel Outdoor and individual performance measures and other goals. These goals are disclosed in the limited context of Clear Channel Outdoor’s executive compensation program and should not be understood to be statements of management’s expectations or estimates of results or other guidance. Clear Channel Outdoor specifically cautions investors not to apply these statements to other contexts.

Overview and Objectives of our Compensation Program

Clear Channel Outdoor believes that compensation of its named executive officers should be directly and materially linked to operating performance. The fundamental objective of Clear Channel Outdoor’s compensation program is to attract, retain, and motivate top quality executives through compensation and incentives which are competitive with the various labor markets and industries in which we compete for talent and which align the interests of Clear Channel Outdoor’s named executive officers with the interests of Clear Channel Outdoor’s stockholders.

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Overall, Clear Channel Outdoor has designed its compensation program to:

Clear Channel Outdoor seeks to achieve these objectives through a variety of compensation elements:

Chief Executive Officer and Chief Financial Officer Compensation

Our Chief Executive Officer, Mr. Mark Mays, simultaneously serves as the Chief Executive Officer of our indirect parent, CC Media Holdings, Inc., sometimes referred to herein as “CCMH.” Our Chief Financial Officer, Mr. Randall Mays, simultaneously serves as the President and Chief Financial Officer of CCMH. Messrs. Mark and Randall Mays are compensated by CCMH, and we reimburse CCMH for their services pursuant to a Corporate Services Agreement between us and Clear Channel Management Services, L.P. The compensation for Messrs. Mark and Randall Mays is set by the Compensation Committee of the Board of Directors of CCMH. Clear Channel Outdoor’s Compensation Committee (the “Committee”) has no involvement in recommending or approving Messrs. Mark and Randall Mays’ compensation.

Pursuant to the Corporate Services Agreement referenced above, a portion of Messrs. Mark and Randall Mays’ base salary and annual incentive bonus in 2008 was allocated to us, as reflected in the 2008 Summary Compensation Table set forth below. These allocations were made based on Clear Channel Outdoor’s 2007 OIBDAN (as defined below) as a percentage of Clear Channel Communications Inc.’s 2007 OIBDAN. Accordingly, 41% of Messrs. Mark and Randall Mays’ base salary and annual incentive bonus in 2008 were allocated to us. Clear Channel Outdoor and CCMH considered these allocations to be a reflection of the utilization of services provided.

All references in this Compensation Discussion and Analysis to compensation policies and practices for Clear Channel Outdoor’s executive officers should be read to exclude the compensation policies and practices applicable to our Chief Executive Officer and Chief Financial Officer. Accordingly, references in this Compensation Discussion and Analysis to our named executive officers are intended to include, collectively, Paul J. Meyer, our President and Chief Executive Officer–Americas and Asia/Pacific; Jonathan D. Bevan, our Chief Financial Officer–International; and Franklin G. Sisson, Jr., our Global Director–Sales and Marketing.

Compensation Practices

The Committee determines total compensation, as well as the individual components of such compensation, of Clear Channel Outdoor’s named executive officers on an annual basis. All compensation decisions are made within the scope of any employment agreement.

In making decisions with respect to each element of executive compensation, the Committee considers total compensation that may be awarded to the executive, including salary, annual incentive bonus, and long-term incentive compensation. Multiple factors are considered in determining the amount of total compensation (the sum

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of base salary, annual incentive bonus, and long-term incentive compensation delivered through equity awards) to award the named executive officers. These factors may include, among others:

The Committee’s goal is to award compensation that is reasonable when all elements of potential compensation are considered.

In 2008, the Committee engaged Hewitt Associates, an independent leading national executive compensation consulting firm, to develop and provide market pay data (including base salary, bonus, total cash compensation, long-term incentive compensation, and total compensation data) to better evaluate the appropriateness and competitiveness of overall compensation paid to Mr. Meyer. Compensation objectives for Mr. Meyer were developed based on market pay data from proxy statements and other sources, when available, of leading media companies identified as key competitors for business and/or executive talent (the “Media Peers”). Mr. Meyer’s individual pay components and total compensation were benchmarked against similarly situated executives of the Media Peers.

The Media Peers included Belo Corp., Dow Jones & Co. Inc., Interpublic Group of companies, Inc., JC Decaux, Lamar Advertising Company, New York Times Co., Reader’s Digest Association Inc., Scholastic Corp., Tribune Company, Washington Post Co., and Yahoo! Inc. The Media Peers were selected by Hewitt, with consultation of the Committee, based on business industry sector, selected financial criteria, and pay data availability for top executive positions.

Set forth below is a table showing the compensation of executives of the Media Peers similarly situated to Mr. Meyer:

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The Committee aims to set each of Mr. Meyer’s (a) total cash compensation (base salary and annual incentive bonus), (b) long-term incentive compensation, and (c) total compensation between the 50^th and 75^th percentile of the Media Peers. Notwithstanding, such elements of pay may from time to time be above or below these percentiles as the Committee deems appropriate due to performance or prevailing market conditions for executive talent. The Committee does not benchmark the other named executive officers’ compensation.

Hewitt did not perform an assessment of Messrs. Bevan’s or Sisson’s compensation, and the Committee relied instead on Messrs. M. Mays’ and Meyer’s recommendations regarding the appropriateness and competitiveness of their base salaries, bonus opportunities, and long-term incentive compensation.

Elements of Compensation

The Committee believe that a combination of various elements of compensation best serves the interests of Clear Channel Outdoor and its stockholders. Having a variety of compensation elements enables Clear Channel Outdoor to meet the requirements of the highly competitive environment in which Clear Channel Outdoor operates while ensuring that its named executive officers are compensated in a way that advances the interests of all stockholders. Under this approach, executive compensation generally involves a significant portion of pay that is “at risk,” namely, the annual incentive bonus. The annual incentive bonus is based entirely on Clear Channel Outdoor’s financial performance, individual performance, or a combination of both. Equity awards constitute a significant portion of long-term remuneration that is tied directly to stock price appreciation that benefits all of Clear Channel Outdoor’s stockholders.

Clear Channel Outdoor’s practices with respect to each of the elements of executive compensation are set forth below, followed by a discussion of the specific factors considered in determining the amounts for each of the key elements.

Base Salary

Purpose. The objective of base salary is to compensate an executive for job responsibilities, value to Clear Channel Outdoor, and individual performance with respect to market competitiveness.

Administration. Base salaries for the named executive officers are reviewed on an annual basis and at the time of promotion or other change in responsibilities. In general, any increases in salary are based on the subjective evaluation of such factors as the level of responsibility, individual performance, level of pay of the executive in question and other similarly situated executives of the Media Peers, and general competitive pay practices.

We have entered into employment agreements with Messrs. Meyer and Bevan pursuant to which their initial base salaries were set. Accordingly, we are required to compensate Messrs. Meyer and Bevan in accordance with their respective employment agreements. Clear Channel Outdoor believes that the employment agreements with Mr. Meyer and Mr. Bevan are in the best interests of Clear Channel Outdoor to assure continuity of management. Clear Channel Outdoor has not entered into employment agreements with any of the other named executive officers.

In reviewing base salaries, the Committee considers the importance of linking a significant proportion of the named executive officer’s compensation to performance in the form of the annual incentive bonus, which is tied to our financial performance measures, individual performance, or a combination of both, as well as long-term incentive compensation.

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Analysis. In 2008, the named executive officers received the following base salary increase:

The rate of base salary for Messrs. Meyer, Bevan and Sisson were each increased in 2008 based on a subjective evaluation of their general performance and expected competitive pay practices for the 2008 fiscal year.

Annual Incentive Bonus

Purpose. Clear Channel Outdoor’s executive compensation program provides for an annual incentive bonus that is performance-linked. The objective of the annual incentive bonus is to compensate an executive based on the achievement of specific goals that are intended to correlate closely with long-term growth of stockholder value.

Administration. Each of our named executive officers, other than Messrs. Mark and Randall Mays, participates in the Clear Channel Outdoor 2006 Annual Incentive Plan (the “Annual Incentive Plan”). The Annual Incentive Plan is administered by the Committee and is intended to provide an incentive to the named executive officers and other selected key executives to contribute to the growth, profitability, and value of Clear Channel Outdoor and to retain such executives. Under the Annual Incentive Plan, participants are eligible for performance-based awards, which represent the conditional right to receive cash or other property based upon the achievement of pre-established performance goals within a specified performance period. Awards granted under the Annual Incentive Plan are intended to qualify for the performance-based compensation exception under Section 162(m) of the Internal Revenue Code.

Performance goals are set pursuant to an extensive annual operating plan developed by Mr. Meyer in consultation with other senior executive officers of Clear Channel Outdoor. Mr. Meyer makes recommendations as to the compensation levels and performance goals of the other named executive officers to the Committee for its review, consideration, and approval. The Committee has complete discretion to accept, reject, or modify the recommendations of Mr. Meyer.

In 2008, (a) Mr. Meyer’s performance goals were based on year-over-year growth in OIBDAN (as defined below), on a company-wide basis, and other performance measures that best reflect his position and responsibilities, (b) Mr. Sisson’s performance goals were based on year-over-year growth in EBITDA (as defined below) of the Americas Division, year-over-year growth in EBITDA of the International Division and other performance measures that best reflect his position and responsibilities, and (c) Mr. Bevan’s performance goal was based on year-over-year growth in OIBAN (as defined below) of the International Division, which best reflects his position and responsibilities.

The annual incentive bonus was paid in cash in 2008. The total annual incentive bonus is determined according to the level of achievement of the objective performance goals and any individual performance goals, as applicable. Below a minimum threshold level of performance, no award may be granted pursuant to the objective performance goal, and the Committee may, in its discretion, reduce the award pursuant to either objective or individual performance goals, as applicable.

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The annual incentive bonus process for each of the named executive officers involves four basic steps:

Set performance goals for the year for Clear Channel Outdoor and each participant; and

Set target bonus for each participant, if applicable.

Measure actual performance (individual and company-wide) against the predetermined Clear Channel Outdoor goals and any individual performance goals to determine the preliminary bonus; and

Make adjustments to the preliminary bonus calculation to reflect Clear Channel Outdoor’s performance relative to the performance of the Media Peers, as applicable.

Analysis. For 2008, the performance-based goals applicable to the named executive officers are set forth below:

Paul J. Meyer

Mr. Meyer’s 2008 performance-based goals consisted of (a) year-over-year growth in OIBDAN on a company-wide basis (weighted at 80%), (b) development of management team (weighted at 5%), (c) implementation of digital signs (weighted at 5%), (d) implementation of strategic initiatives set by the Board of Directors (weighted at 5%), and (e) enhancement of understanding of confluence of CCOH and CCMH strategic goals among management team (weighted at 5%).

“OIBDAN” is defined as operating income before depreciation, amortization, non-cash compensation expense, and gain or loss on disposition of assets. Clear Channel Outdoor calculates OIBDAN by adjusting net income to exclude non-cash compensation and the following line items presented in its statement of operations: (a) minority interest income (expense), (b) income tax (expense) benefit, (c) other income (expense) – net, (d) equity in earnings of nonconsolidated affiliates, (e) gain (loss) on marketable securities, (f) interest expense, (g) gain (loss) on disposition of assets – net, and (h) depreciation and amortization.

It is believed that OIBDAN is one of the best quantifiable indicators of operating performance for this position; therefore, 80% of Mr. Meyer’s bonus opportunity was based on OIBDAN growth. This measure is an important indicator of Clear Channel Outdoor’s operational strength and performance of its business because it provides a link between profitability and cash flows from operating activities. OIBDAN is among the primary measures used by management for (a) planning and forecasting of future periods, and (b) evaluating companies as potential acquisition targets. In addition, this measure is among the primary measures used externally by Clear Channel Outdoor’s investors, analysts, and peers in its industry for purposes of valuing and comparing the operating performance of Clear Channel Outdoor to other companies in its industry. Mr. Meyer was also charged with four qualitatively evaluated initiatives that were deemed by the Board of Directors to be critical to Clear Channel Outdoor’s short and long term success and that will drive future stockholder value, each of which represented 5% of his bonus opportunity.

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Mr. Meyer’s aggregate target bonus for 2008 was set at $750,000, which was the same amount as in 2007. Set forth below is a table showing the potential performance-based bonus opportunities for Mr. Meyer for 2008:

Mr. Meyer’s total annual incentive bonus for 2008 was $175,000, as further described below.

Clear Channel Outdoor’s OIBDAN growth for 2008 was negative, resulting in no award for the OIBDAN growth component of Mr. Meyer’s performance-based bonus. Mr. Meyer was awarded $37,500, $50,000, $37,500, and $50,000 for his performance pertaining to the four subjective qualitative components, respectively, of his performance-based bonus.

As discussed above, the Committee aims to set Mr. Meyer’s total cash compensation (base salary and annual incentive bonus) between the 50^th and 75^th percentile of the Media Peers. Taking into account Mr. Meyer’s 2008 base salary and annual incentive bonus, Mr. Meyer’s total cash compensation in 2008 was $847,115, which fell slightly below the 25th percentile of the Media Peers. The Committee deems Mr. Meyer’s 2008 total cash compensation appropriate in light of the negative year-over-year growth in 2008 OIBDAN on a company-wide basis.

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Franklin G. Sisson, Jr.

Mr. Sisson’s 2008 performance-based goals consisted of (a) year-over-year growth in EBITDA of the Americas Division (weighted at 80%), and (b) year-over-year growth in EBITDA of the International Division (weighted at 20%).

“EBITDA” is defined as operating income before interest, taxes, depreciation, and amortization. Clear Channel Outdoor calculates EBITDA by adjusting net income of the applicable division to exclude the following: (a) interest expense, (b) income tax (expense) benefit, (c) depreciation expense, and (d) amortization expense.

It is believed that EBITDA is one of the best quantifiable indicators of operating performance for this position; therefore, Mr. Sisson’s bonus opportunity was based on EBITDA growth in the Americas Division and International Division. This measure is an important indicator of Clear Channel Outdoor’s operational strength and performance of its business because it provides a link between profitability and cash flows from operating activities.

Set forth below is a table showing the potential performance-based bonus opportunity for Mr. Sisson for 2008:

Mr. Sisson did not earn an annual incentive bonus for 2008, as Clear Channel Outdoor’s EBITDA growth in the Americas Division and International Division for 2008 were both negative.

In addition to the above objective performance-based bonus, Mr. Sisson was eligible to earn an annual incentive bonus based upon his leadership in the blueprinting process, the amount of which was $50,000 for threshold performance, $100,000 for target performance and $150,000 for maximum performance. Based upon the Committee’s subjective determination, Mr. Sisson earned a bonus of $150,000 for his leadership in the blueprinting process.

Jonathan D. Bevan

Mr. Bevan’s 2008 performance-based goal consisted of year-over-year growth in OIBAN of the International Division. “OIBAN” is defined as operating income before amortization, non-cash compensation expense, and gain or loss on disposition of assets. OIBAN is calculated by adjusting net income to exclude non-cash compensation and the following line items presented in the statement of operations: (a) minority interest income (expense), (b) income tax (expense) benefit, (c) other income (expense) – net, (d) equity in earnings of nonconsolidated affiliates, (e) gain (loss) on marketable securities, (f) interest expense, (g) gain (loss) on disposition of assets – net, and (h) amortization.

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It is believed that OIBAN is one of the best quantifiable indicators of operating performance for this position; therefore, Mr. Bevan’s bonus opportunity was based on OIBAN growth for the International Division, which best reflects his respective contribution to outstanding divisional performance. This measure is an important indicator of Clear Channel Outdoor’s operational strength and performance of its business because it provides a link between profitability and cash flows from operating activities.

Mr. Bevan’s performance-based bonus opportunity was capped at 150% of his 2008 rate of base salary. Set forth below is a table showing the potential performance-based bonus opportunity for Mr. Bevan for 2008:

Mr. Bevan did not earn an annual incentive bonus for 2008, as Clear Channel Outdoor’s OIBAN growth in the International Division in 2008 was negative.

The Committee believes that OIBDAN, EBITDA and OIBAN are all comparable measures, as they are each reflective of (a) Clear Channel Outdoor’s financial performance, including any operational improvements, (b) Clear Channel Outdoor’s ability to generate cash flow from operations, and (c) Clear Channel Outdoor’s growth and

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return to stockholders. Each of these measures excludes certain expenses (as further described above) that the Committee believes have little or no bearing on Clear Channel Outdoor’s day-to-day operating performance. Currently, the Committee intends to use the same performance-based financial measure for each of the named executive officers in the future.

Long-Term Incentive Compensation

Purpose. The long-term incentive compensation element provides an award that is performance-based. The objective of the program is to align compensation of the named executive officers over a multi-year period directly with the interests of stockholders of Clear Channel Outdoor by motivating and rewarding creation and preservation of long-term stockholder value. In general, the level of long-term incentive compensation is determined based on an evaluation of competitive factors in conjunction with total compensation provided to the named executive officers and the overall goals of the compensation program described above. Long-term incentive compensation may be paid in cash, stock options, and restricted stock.

Clear Channel Outdoor’s 2005 Stock Incentive Plan (the “Stock Incentive Plan”) is moderately broad-based, with 569 employees at all levels holding outstanding stock incentive awards as of December 31, 2008. Equity ownership for all executive officers and the broad-based employee population is important for purposes of incentive, retention, and alignment with stockholders.

In prior years, including 2007, the Committee has granted the named executive officers long-term incentive compensation in the form of stock options and restricted stock awards. These two vehicles reward stockholder value creation in slightly different ways. Stock options (which have an exercise price equal to our common stock price at the date of grant) reward executives only if such stock price increases over the stock options’ exercise price. However, with respect to restricted stock awards, the named executive officers generally receive compensation immediately upon vesting of such awards whether such common stock price has or has not increased from the grant date of such awards. To help ensure our named executive officers are focused on creating stockholder value through appreciation of Clear Channel Outdoor’s common stock price, the named executive officers’ long-term incentive compensation was paid solely in the form of stock options in 2008.

Stock Options. The long-term incentive compensation element calls for stock options to be granted with respect to shares of Class A common stock with exercise prices of not less than fair market value of Clear Channel Outdoor’s common stock on the date of grant and to vest in 25% increments annually beginning on the first anniversary of the grant date, with a 10-year term. All vesting is contingent on continued employment, with rare exceptions made by the Committee. Clear Channel Outdoor defines fair market value as the closing price on the date of grant. All decisions to award the named executive officers stock options are in the sole discretion of the Committee.

Analysis

In 2008, Messrs. Meyer, Sisson, and Bevan received stock options for 151,069, 81,107, and 55,000 shares of common stock, respectively, under the Stock Incentive Plan.

The amount of Mr. Meyer’s stock option award was primarily based upon (a) the market pay data of the Media Peers, (b) Mr. Meyer’s general performance, including his performance relative to the previously cited four qualitatively evaluated initiatives, (c) internal pay equity relative to other key employees of Clear Channel Outdoor, and (d) the value of equity awards granted in prior years.

As discussed above, the Committee aims to set Mr. Meyer’s long-term incentive compensation between the 50^th and 75^th percentile of the Media Peers. Mr. Meyer’s long-term incentive compensation in 2008 fell between the 50^th and 75^th percentile of the Media Peers. Mr. Meyer’s 2008 total compensation (the sum of base salary, annual incentive bonus, and long-term incentive compensation) fell between the 25^th and 50^th percentile of the Media Peers. The Committee deems Mr. Meyer’s 2008 total cash compensation appropriate in light of the negative year-over-year growth in 2008 OIBDAN.

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The amount of Messrs. Sisson’s and Bevan’s stock option award was primarily based upon internal pay equity relative to other key employees of Clear Channel Outdoor (including the share amount and value of equity awards granted in prior years).

As described above, the Committee considered internal pay equity when determining the amount of stock options to grant to Messrs. Meyer, Sisson, and Bevan. However, the Committee did so broadly and does not have a specific policy, or seek to follow established guidelines or formulas, to maintain a particular ratio of long-term incentive compensation among the named executive officers or other executives of Clear Channel Outdoor.

Equity Award Grant Timing Practices

Regular Annual Equity Award Grant Dates. The grant date for regular annual stock options and other equity awards, as applicable, for employees, including the named executive officers, is typically in February and for non-employee directors is typically in April.

Employee New Hires/Promotions Grant Dates. Grants of stock options and other equity awards, as applicable, to newly-hired or newly-promoted employees are made at the regularly scheduled meeting of the Board of Directors following his or her hire or promotion.

Initial Equity Award Grant Dates for Newly-Elected Non-Employee Directors. Grants of stock options and other equity awards, as applicable, to newly-elected non-employee directors are generally made at the regularly scheduled meeting of the Board of Directors following their election. If a non-employee director is appointed between regularly scheduled Board meetings, then grants of stock options and other equity awards, as applicable, are made at the first meeting in attendance after such appointment, and the first meeting after election thereafter.

Timing of Equity Awards. Clear Channel Outdoor does not have a formal policy on timing equity awards in connection with the release of material non-public information to affect the value of compensation. In the event that material non-public information becomes known to the Committee prior to granting equity awards, the Committee will take the existence of such information under advisement and make an assessment in its business judgment whether to delay the grant of the equity award in order to avoid any potential impropriety.

Executive Benefits and Perquisites

Clear Channel Outdoor provides the following personal benefits to one or more of the named executive officers: (a) reimbursement for claims and administrative expenses under the Clear Channel Outdoor Medical Executive Reimbursement Plan, (b) certain pension benefits, (c) personal club membership, (d) company matching 401(k) contributions, and (e) car allowance.

Clear Channel Outdoor has a Medical Executive Reimbursement Plan (MERP) in place for Paul Meyer that reimburses Mr. Meyer for out-of-pocket medical, dental, and vision expenses that are not paid by the health plan that is available to all full-time employees. After claims are paid through the general health plan, co-payments, coinsurance, and ineligible expenses are reimbursed to Mr. Meyer through the MERP. In 2008, we paid $7,595 in claims and administrative expenses. Clear Channel Outdoor seeks to provide competitive benefits to promote the health and well-being of Mr. Meyer, which the Committee believes is in the long-term interests of stockholders.

Mr. Bevan participates in the Clear Channel UK Defined Benefit Pension Scheme, which is a pension plan that we sponsor for certain employees in the United Kingdom. The pension scheme provides pension income at retirement based on service and salary at retirement. Participation is elective, and participants are required to contribute to the pension scheme if they participate. The pension scheme is closed to new entrants, but approximately one-third of UK employees participate in the pension scheme. See the discussion of the pension scheme with respect to Mr. Bevan under the heading “Clear Channel UK Defined Benefit Pension Scheme” set forth below in this proxy statement.

The Committee believes that the above benefits provide a more tangible incentive than an equivalent amount of cash compensation. In determining the named executive officers’ total compensation, the Committee reviews these benefits and perquisites. However, as these benefits and perquisites represent a relatively insignificant

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portion of the named executive officers’ total compensation, they do not materially influence the Committee’s decision in setting such officers’ total compensation. For further discussion of these benefits and perquisites, please refer to the 2008 Summary Compensation Table set forth below in this proxy statement.

Change-in-Control and Severance Arrangements

Pursuant to Messrs. Meyer’s and Bevan’s employment agreements, they are entitled to certain severance payments upon their termination with Clear Channel Outdoor. Additionally, under the terms of the Stock Incentive Plan, and related forms of stock option agreement and restricted stock award agreement, the named executive officers are entitled to certain other benefits upon their termination and a change in control of Clear Channel Outdoor. For further discussion of these severance payments and benefits, see the heading “Potential Post-Employment Payment,” set forth below in this proxy statement.

The Committee does not view the potential benefits conferred upon a change in control of Clear Channel Outdoor as additional elements of compensation due to the fact that a change in control may never occur. The Committee believes that these arrangements allow the named executive officers to focus their attention and energy on Clear Channel Outdoor’s business without any distractions regarding the effects of a change in control, and assists us in maximizing stockholder value by allowing the named executive officers to participate in an objective review of any proposed transaction and whether such transaction is in the best interest of the stockholders.

Roles and Responsibilities

Role of the Committee. The Committee is primarily responsible for conducting reviews of Clear Channel Outdoor’s executive compensation policies and strategies and overseeing and evaluating Clear Channel Outdoor’s overall compensation structure and programs. Direct responsibilities include, but are not limited to:

Role of Executive Officers. As set forth below, Messrs. M. Mays and Meyer are both involved in recommending the form and amount of executive compensation. They jointly provide reviews and recommendations for the Committee’s consideration, and manage Clear Channel Outdoor’s executive compensation programs, policies, and governance. Their direct, joint responsibilities include, but are not limited to:

The Committee has the responsibility for administrating performance awards under the Annual Incentive Plan in accordance with Section 162(m) of the Internal Revenue Code. These duties included, among other things, setting the performance period, setting the performance goals, and certifying the achievement of the predetermined performance goals by each named executive officer.

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Tax and Accounting Treatment

Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code places a limit of $1,000,000 on the amount of compensation Clear Channel Outdoor may deduct for federal income tax purposes in any one year with respect to certain senior executives of Clear Channel Outdoor, which we referred to herein as the “Covered Employees.” However, performance-based compensation that meets certain requirements is excluded from this $1,000,000 limitation.

In reviewing the effectiveness of the executive compensation program, the Committee considers the anticipated tax treatment to Clear Channel Outdoor and to the Covered Employees of various payments and benefits. However, the deductibility of certain compensation payments depends upon the timing of a Covered Employee’s vesting or exercise of previously granted equity awards, as well as interpretations and changes in the tax laws and other factors beyond the control of the Committee. For these and other reasons, including to maintain flexibility in compensating the named executive officers in a manner designed to promote varying corporate goals, the Committee will not necessarily, or in all circumstances, limit executive compensation to that which is deductible under Section 162(m) of the Internal Revenue Code and has not adopted a policy requiring all compensation to be deductible.

The Committee will consider various alternatives to preserving the deductibility of compensation payments and benefits to the extent reasonably practicable and to the extent consistent with its other compensation objectives. To this end, the Committee annually establishes performance criteria in an effort to ensure deductibility of annual incentive bonuses under the Annual Incentive Plan. Base salary does not qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code.

Accounting for Stock-Based Compensation

Clear Channel Outdoor accounts for stock-based payments, including awards under the Stock Incentive Plan, in accordance with the requirements of FAS 123R.

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SUMMARY COMPENSATION

The Summary Compensation table shows certain compensation information for the years ended December 31, 2008, 2007 and 2006 for the Principal Executive Officer, Principal Financial Officer and each of the three next most highly compensated executive officers for services rendered in all capacities (hereinafter referred to as the “named executive officers”).

2008 SUMMARY COMPENSATION TABLE

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Chief Financial Officer Compensation” section of this proxy statement set forth above for further discussion of the methodology used to allocate a portion of Mr. M. Mays’ 2008 base salary and bonus to Clear Channel Outdoor.

On August 5, 2005, Clear Channel Outdoor entered into a new employment agreement with Paul J. Meyer. The initial term of the agreement ended on the third anniversary of the date of the agreement; however the term automatically extends one day at a time beginning on the second anniversary of the date of the agreement, unless either party gives the other one year’s prior written notice of termination. The agreement set Mr. Meyer’s initial base salary of $600,000 for the first year of the agreement; $625,000 for the second year of the agreement; and $650,000 for the third year of the agreement, subject to additional annual raises in accordance with company policies. Mr. Meyer is also eligible to receive a performance bonus as decided at the sole discretion of the Committee and is entitled to certain other employee benefits.

Mr. Meyer may terminate his employment at any time upon one year’s written notice. Clear Channel Outdoor may terminate Mr. Meyer for any reason at any time upon one year’s written notice. See the “Potential Post-Employment Payments” section of this proxy statement set forth above for further discussion of Mr. Meyer’s severance arrangements. Mr. Meyer’s employment agreement also contains a non-compete provision and non-solicitation provision, each with a one-year term, and a confidentiality provision with a perpetual term.

On December 3, 2007, Clear Channel Outdoor entered into an employment agreement with Jonathan D. Bevan. The agreement has no specified term, but can generally be terminated by either party without cause upon 12 months prior written notice. The agreement sets Mr. Bevan’s initial base salary at £198,000; subject to additional annual raises at the sole discretion of Clear Channel Outdoor. Mr. Bevan also receives a car allowance, is eligible to receive a performance bonus as decided at the sole discretion of the Committee, and is entitled to certain other employee benefits.

Pursuant to his employment agreement, if Clear Channel Outdoor terminates Mr. Bevan’s employment, Clear Channel Outdoor is obligated to pay Mr. Bevan a pro rata portion of his annual bonus for the fiscal year in which his employment was terminated. Such bonus payment will be calculated at fiscal yearend based on actual audited results and will be paid in lump sum as soon as possible at the commencement of the following fiscal year. Mr. Bevan’s employment agreement also contains a non-compete provision and non-solicitation provision, each with a nine-month term, and a confidentiality provision with a perpetual term.

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GRANTS OF PLAN-BASED AWARDS

The following table sets forth certain information concerning plan-based awards granted to the named executive officers during the year ended December 31, 2008.

GRANTS OF PLAN-BASED AWARDS DURING 2008

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table sets forth certain information concerning outstanding equity awards at fiscal year end of the named executive officers for the year ended December 31, 2008.

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2008