AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.5

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

AGREEMENT, dated effective as of July 28, 2008, by and between BT Triple Crown Merger Co., Inc. (“MergerSub”, together with its successors, the “Company”), CC Media Holdings, Inc. (“Holdings”) and Randall T. Mays (“Executive”).

WHEREAS, Clear Channel Communications, Inc., a Texas corporation and Executive previously entered into that certain Employment Agreement dated as of March 10, 2005 (the “Existing Agreement”); and

WHEREAS, Clear Channel Communications, Inc. has entered into an Agreement and Plan of Merger dated as of November 16, 2006, and amended on April 18, 2007, May 17, 2007 and May 13, 2008 (the “Merger Agreement”), pursuant to which, on the terms and subject to the conditions set forth therein, MergerSub shall merge within and into Clear Channel Communications, Inc., with Clear Channel Communications, Inc. surviving such merger at and after the Effective Time (as defined in the Merger Agreement), and Holdings shall, on the date of consummation of the transactions contemplated under the Merger Agreement, be the ultimate parent holding company of the Company; and

WHEREAS, the Company and Executive desire to amend and restate the terms of the Existing Agreement between the Company and Executive, to be effective as of the Effective Time.

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth below, the parties hereby amend and restate the Existing Agreement effective as of the Effective Time as follows:

1. Employment . The Company hereby agrees to continue to employ Executive as the President and Chief Financial Officer , and Executive hereby accepts such continued employment, on the terms and conditions hereinafter set forth.

2. Term . The period of employment of Executive by the Company under this Agreement (the “Employment Period”) shall commence on the date upon which the Effective Time occurs (the “Effective Date”) and shall have an original term of five (5) years, and shall be automatically extended thereafter for successive terms of one year each, unless either party provides notice to the other at least twelve months prior to the expiration of the original or any extension term that the Agreement is not to be extended. The Employment Period may be sooner terminated by either party in accordance with Section 6 of this Agreement.

3. Position and Duties . During the Employment Period, Executive shall serve as President and Chief Financial Officer of the Company, and shall report solely and directly to the Board of Directors (the “Board”) of Holdings. Executive shall have those powers and duties normally associated with the position of President and Chief Financial Officer of entities comparable to the Company and such other powers and duties as may be prescribed by the Board; provided, that such other powers and duties are consistent with Executive’s position as President and Chief Financial Officer. Executive shall devote as much of his working time, attention and energies during normal business hours (other than absences due to illness or vacation) to satisfactorily perform his duties for the Company. Notwithstanding the above,

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Executive shall be permitted, to the extent such activities do not substantially interfere with the performance by Executive of his duties and responsibilities hereunder or violate Section 11 hereof, to (i) manage Executive’s personal, financial and legal affairs, (ii) serve on civic or charitable boards or committees or on the Board of Directors of Live Nation Inc. and its committees (it being expressly understood and agreed that Executive’s continuing to serve on any such boards and/or committees on which Executive is serving, or with which Executive is otherwise associated, as of the Effective Date shall be deemed not to interfere with the performance by Executive of his duties and responsibilities under this Agreement), and (iii) deliver lectures or fulfill speaking engagements. During the Employment Period, for so long as Executive remains an officer of the Company, (i) Executive shall also serve as a member of the Board of the Company, and (ii) Executive shall also serve as President and Chief Financial Officer of Holdings and as a member of the Board of Holdings.

4. Place of Performance . The principal place of employment of Executive shall be at the Company’s principal executive offices in San Antonio, Texas.

5. Compensation and Related Matters .

(a) Base Salary and Bonus . During the Employment Period, the Company shall pay Executive a base salary at the rate of not less than $875,000 per year (“Base Salary”). Executive’s Base Salary shall be paid in approximately equal installments in accordance with the Company’s customary payroll practices. The Compensation Committee of the Board of Holdings (the “Compensation Committee”) shall review Executive’s Base Salary for increase (but not decrease) no less frequently than annually and consistent with the executive compensation practices and guidelines of the Company and Holdings. If Executive’s Base Salary is increased by the Company, such increased Base Salary shall then constitute the Base Salary for all purposes of this Agreement. In addition to Base Salary, Executive shall be eligible to receive an annual bonus (the “Performance Bonus”). Unless the Board of Holdings and Executive mutually agree otherwise, the amount of the Performance Bonus shall be determined by the Board of Directors of Holdings (which may act through its Compensation Committee) in its sole discretion, provided, however, that in any year during the Employment Period in which the Company achieves at least eighty percent (80%) of the budgeted OIBDAN for the given year (the “Target OIBDAN”), as set forth in the Management Plan previously presented to the Sponsor Group ¹ (as defined in the Stockholders Agreement, dated as of July 29, 2008, by and among the Mergersub, Holdings, the Executive, and other stockholders of Holdings (the “Stockholders Agreement”)) and consistent with the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable, such Performance Bonus shall be no less than $6,625,000. The Management Plan will be subject to equitable adjustment by the Compensation Committee of Holdings to take into account material acquisitions, dispositions and other material extraordinary events; provided, that the parties hereto will use their reasonable best efforts to facilitate the payment of the bonuses hereunder on a basis that is consistent with such payments qualifying for the performance-based compensation exception under Section 162(m) of the Code and the regulations thereunder. If the Company does not achieve the Target OIBDAN in any given year, the amount of the Performance Bonus, if any, shall be determined by the Board of Holdings

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in its sole discretion. The Performance Bonus, if any, shall be payable in one lump sum between January 1 and March 15 of the year following the year for which the Performance Bonus was earned.

(b) Expenses and Perquisites . The Company shall promptly reimburse Executive for all reasonable business expenses upon the presentation of reasonably itemized statements of such expenses, in accordance with the Company’s policies and procedures now in force or as such policies and procedures may be modified generally with respect to senior executive officers of the Company. In addition, during the Employment Period, Executive shall be entitled to, at the sole expense of the Company:

(c) Vacation . Executive shall be entitled to the number of weeks of paid vacation per year that he was eligible for immediately prior to the date of this Agreement, but in no event less than four (4) weeks annually. Unused vacation may be carried forward from year to year. Vacation shall otherwise be governed by the policies of the Company, as in effect from time to time. In addition to vacation, Executive shall be entitled to the number of sick days and personal days per year that other senior executive officers of the Company with similar tenure are entitled to under the Company’s policies.

(d) Services Furnished . During the Employment Period, the Company shall furnish Executive with office space, stenographic and secretarial assistance and such other facilities and services no less favorable than what he was receiving immediately prior to the date of this Agreement or, if better, as provided to other senior executive officers of the Company (other than the Chairman Emeritus).

(e) Welfare, Pension and Incentive Benefit Plans . During the Employment Period, subject to the terms of the applicable plan documents and generally applicable Company policies, Executive (and his spouse and dependents to the extent provided therein) shall be entitled to participate in and be covered under all the welfare benefit plans or programs maintained by the Company from time to time for the benefit of its senior executives (other than benefits maintained exclusively for the Chairman Emeritus), including, without limitation, all medical, hospitalization, dental, disability, accidental death and dismemberment and travel accident insurance plans and programs. During the Employment Period, the Company shall provide to Executive (and his spouse and dependents to the extent provided under the applicable plans or programs) the same type and substantially equivalent levels of participation and employee benefits (other than severance pay plans and, except with the express consent of the Board of Holdings, incentive bonus programs other than as explicitly set forth in Section 5(a) hereof) as are being provided to other senior executives (and their spouses and dependents to the extent provided under the applicable plans or programs) on the Effective Date, subject to modifications affecting all senior executive officers.

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(f) Equity Incentive Award . At or promptly following the Effective Time, the Company will grant Executive an equity incentive award pursuant to a new equity incentive plan in substantially the form of the Clear Channel 2008 Executive Incentive Plan attached hereto as Exhibit A and related restricted stock and stock option award agreements in the forms attached hereto as Exhibits B and C , respectively. Executive shall not be eligible to receive any stock options, restricted stock or other equity of the Company or Holdings, whether under an equity incentive plan or otherwise, except as expressly provided for in this Agreement or as expressly authorized for him individually by the Board of Holdings.

(g) Equity Rollover. Effective as of the Effective Date, Executive will exchange 732,859 shares of Company common stock previously issued to him and the currently held options to acquire shares of Company common stock (“Old Options”) that are identified on Exhibit D, all on the terms and subject to the conditions of a Rollover Option Agreement substantially in the form attached hereto as Exhibit E-1 , the Notice of Restricted Stock Rollover Agreement substantially in the form attached hereto as Exhibit E-2 , and the Stock Rollover Agreement substantially in the form attached hereto as Exhibit E-3 . The total value (based on, with respect to shares of Company common stock, the Cash Consideration (as defined under the Merger Agreement), and with respect to the Old Options, the excess of the Cash Consideration over the per share exercise price) by of all of the foregoing will not exceed $10 million.

6. Termination . Executive’s employment hereunder may be terminated during the Employment Period under the following circumstances:

(a) Death . Executive’s employment hereunder shall terminate upon his death.

(b) Disability . If, as a result of Executive’s incapacity due to physical or mental illness, Executive shall have been substantially unable to perform his duties hereunder notwithstanding the provision of reasonable accommodation for a period of six (6) consecutive months, and within thirty (30) days after written Notice of Termination is given after such six (6) month period Executive shall not have returned to the substantial performance of his duties on a full-time basis, the Company shall have the right to terminate Executive’s employment hereunder for “Disability”, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement.

(c) Cause . The Company shall have the right to terminate Executive’s employment for Cause by providing Executive with a written Notice of Termination, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, “Cause” shall mean:

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Whether “Cause” exists shall be determined by at least a majority of the members of the Board of the Company at a meeting of the Board called and held for such purpose, provided that at least a majority of the members of the Board of Holdings has determined prior to such meeting that Cause exists.

(d) Good Reason . Executive may terminate his employment for “Good Reason” by providing the Company with a written Notice of Termination. The following events, without the written consent of Executive, shall constitute “Good Reason”:

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Executive expressly acknowledges and agrees that the Company’s provision of notice of non-renewal of the Agreement pursuant to Section 2 hereof, alone or in combination with the transition of Executive’s duties to another employee during the notice period, shall not constitute Good Reason.

Executive expressly waives any rights he might otherwise have, under the Existing Agreement or otherwise, to resign for Good Reason or otherwise receive any compensation in the nature of severance or separation pay or benefits as a result of the transaction contemplated by the Merger Agreement (the “Transaction”).

(e) Without Cause . The Company shall have the right to terminate Executive’s employment hereunder without Cause by providing Executive with a Notice of Termination at least thirty (30) days prior to such termination, and such termination shall not in and of itself be, nor shall it be deemed to be, a breach of this Agreement. In the event of termination pursuant to this Section 6(e), the Board of the Company may elect to waive the period of notice, or any portion thereof, and, if the Board so elects, the Company will pay Executive his Base Salary for the initial thirty (30) days of the notice period or for any lesser remaining portion of such period, payable in accordance with the regular payroll practices of the Company.

(f) Without Good Reason . Executive shall have the right to terminate his employment hereunder without Good Reason by providing the Company with a Notice of Termination at least thirty (30) days prior to such termination, and such termination shall not in and of itself be, nor shall it be deemed to be, a breach of this Agreement. In the event of termination pursuant to this Section 6(f), the Board of the Company may elect to waive the period of notice, or any portion thereof, and, if the Board so elects, the Company will pay Executive his Base Salary for the initial thirty (30) days of the notice period or for any lesser remaining portion of such period, payable in accordance with the regular payroll practices of the Company.

7. Termination Procedure .

(a) Notice of Termination . Any termination of Executive’s employment by the Company or by Executive during the Employment Period (other than termination pursuant to Section 6(a)) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 15. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which indicates the specific termination provision in this Agreement relied upon, and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated.

(b) Date of Termination . “Date of Termination” shall mean (i) if Executive’s employment is terminated by his death, the date of death, (ii) if Executive’s employment is terminated pursuant to Section 6(b), thirty (30) days after Notice of Termination (provided that Executive shall not have returned to the substantial performance of his duties on a full-time basis during such thirty (30) day period), and (iii) if Executive’s employment is terminated for any other reason, the date on which a Notice of Termination is given or any later date set forth in such Notice of Termination.

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8. Compensation Upon Termination or During Disability . In the event Executive is disabled or his employment terminates during the Employment Period, the Company shall provide Executive with the payments and benefits set forth below; provided, however, that any obligation of the Company to Executive under Section 8(a), other than for Final Compensation, is expressly conditioned upon Executive signing and returning to the Company a timely and effective release of claims in the form attached hereto as Exhibit F (by the deadline specified therein (any such release submitted by such deadline, the “Executive Release of Claims”)) and delivering it to the Company within thirty (30) days of the date of his separation from service. Following the Company’s receipt of a timely and effective Release of Claims, the Company and Holdings shall execute a release of claims in favor of Executive in the form attached hereto as Exhibit G (the “Company Release of Claims”). The Executive Release of Claims required for separation benefits in accordance with Section 8(a) creates legally binding obligations on the part of Executive, and the Company and its Affiliates therefore advise Executive and his beneficiary or legal representative, as applicable, to seek the advice of an attorney before signing it.

(a) Termination By the Company Without Cause or By Executive for Good Reason . If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason:

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