
<PAGE>   1

                                                                    EXHIBIT 4.14


                      FORM OF CERTIFICATE OF DESIGNATION
                                       OF
                       7% CONVERTIBLE PREFERRED STOCK OF
                          CHANCELLOR MEDIA CORPORATION

                       Pursuant to Section 151(g) of the
                General Corporation Law of the State of Delaware

              The undersigned DOES HEREBY CERTIFY that the following resolution
was duly adopted by the Board of Directors of Chancellor Media Corporation, a
Delaware corporation (the "Corporation"):

              RESOLVED, that pursuant to the authority conferred on the Board
       of Directors of the Corporation by Article Four of the Corporation's
       Amended and Restated Certificate of Incorporation (which authorizes
       50,000,000 shares of preferred stock, $.01 per share), and pursuant to
       Section 151(g) of the General Corporation Law of the State of Delaware,
       the Chief Financial Officer of the Corporation be, and hereby is,
       authorized and directed to execute and file with the Secretary of State
       of the State of Delaware the Certificate of Designation of 7%
       Convertible Preferred Stock of the Corporation, pursuant to which the
       Board of Directors has fixed the designation, powers and preferences,
       and the relative participating, optional and other special rights, and
       the qualifications, limitations or restrictions thereof, of a series of
       the Corporation's Preferred Stock.

              1.     Number of Shares; Designation.  A total of 2,200,000
shares of Preferred Stock, par value $.01 per share, of the Corporation are
hereby designated as 7% Convertible Preferred Stock (the "Convertible Preferred
Stock").  The number of authorized shares of Convertible Preferred Stock may be
decreased, at any time and from time to time, by resolution of the Board of
Directors of the Corporation; provided, however, that no decrease shall reduce
the authorized number of shares of the Series to a number less than the number
of shares outstanding.

              2.     Rank.  The Convertible Preferred Stock shall, with respect
to payment of dividends, redemption payments and rights upon liquidation,
dissolution or winding up of the affairs of the Corporation, (x) rank senior
and prior to (a) the Common Stock, par value $.01 per share, of the Corporation
(the "Common Stock") and the Class A Common Stock, par value $.01 per share, of
the Corporation (the "Class A Common Stock") and (b) any other class or series
of capital stock of the Corporation that by its terms ranks junior to the
Series as to payment of dividends, redemption payments and rights upon
liquidation, dissolution or  winding up of the affairs of the Corporation, (y)
rank on a parity with all Parity Dividend Shares (as defined in Section 3 (c))
and all Parity Liquidation Shares (as defined in Section 5(b)), and (c) rank
junior to all Senior Dividend Shares (as defined in Section 3(a)), all Senior
Liquidation Shares (as defined in Section 5(b)) and, except as provided in the
following sentence, to any class or series of capital stock (other than Common
Stock and Class A Common Stock) of the Corporation,

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whether currently issued or issued in the future, that does not by its terms
expressly provide that it ranks on a parity with or junior to the Convertible
Preferred Stock as to dividends and rights upon liquidation, dissolution or
winding-up of the Corporation (which shall include, for purposes of the
foregoing, any entity with which the Corporation may be merged or consolidated
or to which all or substantially all the assets of the Corporation may be
transferred or which transfers all or substantially all of its assets to the
Corporation).  The Convertible Preferred Stock ranks on a parity with the
Corporation's 3.00 Convertible Exchangeable Preferred Stock as to dividends and
rights upon liquidation, dissolution or winding-up of the Corporation (which
shall include, for purposes of the foregoing, any entity with which the
Corporation may be merged or consolidated or to which all or substantially all
of the assets of the Corporation may be transferred or which transfers all or
substantially all of its assets to the Corporation).

              3.     Dividends.  (a)  The cash dividend rate on shares of the
Convertible Preferred Stock shall be 7% of the liquidation preference per share
per annum.  Dividends on shares of Convertible Preferred Stock shall be fully
cumulative, accruing, without interest, from the most recent date to which
dividends have been paid in full on the Convertible Preferred Stock or from
July 16, 1997, and shall be payable quarterly in arrears, when, as and if
declared by the Board of Directors out of funds legally available for the
payment of dividends on January 15, April 15, July 15 and October 15 of each
year (each, a "Dividend Payment Date"), commencing October 15, 1997, except
that if any Dividend Payment Date is not a business day then the Dividend
Payment Date shall be on the first immediately succeeding business day (as used
herein, the term "business day" shall mean any day except a Saturday, Sunday or
day on which banking institutions are legally authorized to close in the City
of New York).  Each dividend shall be paid to the holders of record of shares
of the Series as they appear on the stock register of the Corporation at the
close of business on such record dates (each, a "Dividend Payment Record
Date"), which shall be not more than 60 days nor fewer than 10 days preceding
each Dividend Payment Date thereof, as shall be fixed by the Board of Directors
of the Corporation.  Dividends payable for each quarterly dividend period shall
be computed by dividing the annual dividend by four.  Dividends payable for any
partial dividend period shall be computed on the basis of a 360-day year of
twelve 30-day months.  Dividends on account of arrears for any past dividend
periods may be declared and paid at any time, without reference to any regular
Dividend Payment Date, to holders of record on such date, not exceeding 60 days
nor fewer than 10 days preceding the date on which dividends in arrears will be
paid, as may be fixed by the Board of Directors of the Corporation.  No
interest shall be payable with respect to any dividend payment that may be in
arrears.  Holders of shares of the Convertible Preferred Stock shall be
entitled to receive dividends in preference to and in priority over dividends
upon the Common Shares and any other series or class of the Corporation's
capital stock that ranks junior as to dividends to the Convertible Preferred
Stock ("Junior Dividend Shares") and shall be on a parity as to dividends with
any series or class of the Corporation's capital stock that does not rank
senior or junior as to dividends with the Convertible Preferred Stock ("Parity
Dividend Shares").  The holders of shares of the Convertible Preferred Stock
shall not be entitled to any dividends other than the cash dividends provided
for in this Section 3.

              (b)    No dividends, other than dividends payable solely in
Common Shares, Junior





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Dividend Shares, or warrants or other rights to acquire such Common Shares or
Junior Dividend Shares, shall be paid or declared and set apart for payment on,
and no purchase, redemption or other acquisition shall be made by the
Corporation of, any Common Shares or Junior Dividend Shares unless and until
all accrued and unpaid dividends on the Convertible Preferred Stock, including
the full dividend for the then current quarterly dividend period, shall have
been paid or declared and set apart for payment without interest.

              (c)    If at any time the Corporation issues any class or series
of capital stock ranking senior and prior to the Convertible Preferred Stock
with respect to the payment of dividends ("Senior Dividend Shares") and fails
to pay or declare and set apart for payment accrued and unpaid dividends on
such Senior Dividend Shares, in whole or in part, then (except to the extent
allowed by the terms of the Senior Dividend Shares) no dividend shall be paid
or declared and set apart for payment on the Convertible Preferred Stock unless
and until all accrued and unpaid dividends with respect to the Senior Dividend
Shares, including the full dividends for the then-current dividend period,
shall have been paid or declared and set apart for payment, without interest.
Except as provided in Section 3(d) below, no dividends shall be paid or
declared and set apart for payment on any Parity Dividend Shares for any period
unless the Company has paid or declared and set apart for payment, or
contemporaneously pays or declares and sets apart for payment, on the
Convertible Preferred Stock all accrued and unpaid dividends for all dividend
payment periods terminating on or prior to the date of  payment of such
dividends.  Except as provided in Section 3(d) below, no dividends shall be
paid or declared and set apart for payment on the Convertible Preferred Stock
for any period unless the Company has paid or declared and set apart for
payment, or contemporaneously pays or declares and sets apart for such payment,
on any Parity Dividend Shares all accrued and unpaid dividends for all dividend
payment periods terminating on or prior to the date of payment of such
dividends.

              (d)    If at any time the Corporation has failed to pay accrued
dividends on any shares of the Convertible Preferred Stock on any Dividend
Payment Date or any Parity Dividend Shares on a stated payment date, as the
case may be, the Corporation shall not:

                     (i)    purchase any shares of the Convertible Preferred
              Stock or Parity Dividend Shares (except for a consideration
              payable in Common Shares or Junior Dividend Shares) or redeem
              fewer than all of the shares of the Convertible Preferred Stock
              and Parity Dividend Shares then outstanding except for (x) the
              repurchase or redemption of shares of the Convertible Preferred
              Stock  made pro rata among the holders of the shares of the
              Convertible Preferred Stock then outstanding and (y) the
              repurchase or redemption made pro rata with respect to all shares
              of the Convertible Preferred Stock and Parity Dividend Shares
              then outstanding so that the amounts repurchased or redeemed
              shall in all cases bear to each other the same ratio that, at the
              time of the repurchase or redemption, the required redemption
              payments on the shares of the Convertible Preferred Stock and the
              other Parity Dividend Shares then outstanding, respectively, bear
              to each other, or

                     (ii)   permit any corporation or other entity directly or
              indirectly controlled by the Corporation to purchase any Common
              Shares, Junior Dividend





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              Shares, shares of the Convertible Preferred Stock or Parity
              Dividend Shares, except to the same extent that the Corporation
              could purchase such shares.

              Unless and until all dividends accrued but unpaid in respect of
prior dividend payment periods on shares of the Convertible Preferred Stock and
any Parity Dividend Shares at the time outstanding have been paid in full or a
sum sufficient for such payment is declared and set apart, as provided in the
preceding paragraph, all dividends accrued by the Corporation upon shares of
the Convertible Preferred Stock or Parity  Dividend Shares shall be declared
pro rata with respect to all shares of the Convertible Preferred Stock and
Parity Dividend Shares then outstanding, so that the amounts of any dividends
declared on shares of the Convertible Preferred Stock and on the Parity
Dividend Shares shall in all cases bear to each other the same ratio that, at
the time of the declaration, all accrued but unpaid dividends in respect of
prior dividend payment periods on shares of the Convertible Preferred Stock and
the other Parity Dividend Shares, respectively, bear to each other.

              4.     Optional Redemptions for Cash.  (a)  Shares of the
Convertible Preferred Stock shall not be redeemable prior to January 19, 2000.
Thereafter, subject to the restrictions in Section 3 above, shares of the
Convertible Preferred Stock may be redeemed by the Corporation, in whole or in
part, at the option of the Corporation at the following redemption prices
(expressed as percentages of the liquidation preference thereof) per share if
redeemed during the 12-month period beginning January 15 (January 19 in the
case of 2000) in the year indicated below:

<TABLE>
<CAPTION>
                            Year                     Percentage                     Year                      Percentage
                            ----                     ----------                     ----                      ----------

                 <S>                                  <C>                <C>                                   <C>
                 2000 . . . . . . . . . .             104.90%            2004  . . . . . . . . . .             102.10%
                 2001 . . . . . . . . . .             104.20%            2005  . . . . . . . . . .             101.40%
                 2002 . . . . . . . . . .             103.50%            2006  . . . . . . . . . .             100.70%
                 2003 . . . . . . . . . .             102.80%            2007 and thereafter . . .             100.00%

</TABLE>

plus, in each case, an amount equal to the dividends accrued and unpaid
thereon, whether or not declared, to the redemption date ("Optional Redemption
Price").

              (b)    Not less than 15 nor more than 60 days (such date as fixed
by the Board of Directors of the Corporation referred to herein as the
"Redemption Record Date") prior to the date fixed for any redemption of shares
of the Convertible Preferred Stock pursuant to this Section 4, a notice
specifying the time and place of the redemption and the number of shares to be
redeemed shall be given by first class mail, postage prepaid, to the holders of
record on the Redemption Record Date of the shares of the Convertible Preferred
Stock to be redeemed at their respective addresses as the same shall appear on
the books of the Corporation, calling upon each holder of record to surrender
to the Corporation on the redemption date at the place designated in the notice
such holder's certificate or certificates representing the number of shares
specified in the notice of redemption.  Neither failure to mail such notice,
nor any defect therein or in the mailing thereof, to any particular holder
shall affect the sufficiency of the notice or the validity of the proceedings
for redemption with respect to the other holders.  Any notice mailed in the
manner herein provided shall be conclusively presumed to have been duly given
whether or not





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the holder receives the notice.  On or after the redemption date, each holder
of shares of Convertible Preferred Stock to be redeemed shall present and
surrender such holder's certificate or certificates for such shares to the
Corporation at the place designated in the redemption notice and thereupon the
Optional Redemption Price of the shares shall be paid to or on the order of the
person whose name appears on such certificate or certificates as the owner
thereof, and each surrendered certificate shall be canceled.  In case fewer
than all the shares represented by any such certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares.

              (c)    If a notice of redemption has been given pursuant to this
Section 4 and if, on or before the redemption date, the funds necessary for
such redemption (including all dividends on the shares of Convertible Preferred
Stock to be redeemed that will accrue to but not including the redemption date)
shall have been set aside by the Corporation, separate and apart from its other
funds, in trust for the pro rata benefit of the holders of the shares so called
for redemption, then, notwithstanding that any certificates for such shares
have not been surrendered for cancellation, on the redemption date dividends
shall cease to accrue on the shares of the Convertible Preferred Stock to be
redeemed, and at the close of business on the date on which such funds have
been segregated and set aside by the Corporation as provided in this Section
6(c), the holders of such shares shall cease to be stockholders with respect to
those shares, shall have no interest in or claims against the Corporation by
virtue thereof and shall have no voting or other rights with respect thereto,
except the conversion rights provided in Section 6 below and the right to
receive the moneys payable upon such redemption, without interest thereon, upon
surrender (and endorsement, if required by the Corporation) of their
certificates, and the shares evidenced thereby shall no longer be outstanding.
Subject to applicable escheat laws, any moneys so set aside by the Corporation
and unclaimed at the end of two years from the redemption date shall revert to
the general funds of the Corporation, after which reversion the holders of such
shares so called for redemption shall look only to the general funds of the
Corporation for the payment of the Optional Redemption Price, without interest.
Any interest accrued on funds so  deposited shall belong to the Corporation and
be paid thereto from time to time.

              (d)    If a notice of redemption has been given pursuant to this
Section 4 and any holder of shares of Convertible Preferred Stock shall, prior
to the close of business on the redemption date, give written notice to the
Corporation pursuant to Section 6 below of the conversion of any or all of the
shares to be redeemed held by the holder (accompanied by a certificate or
certificates for such shares, duly endorsed or assigned to the Corporation, and
any necessary transfer tax payment, as required by Section 6 below), then such
redemption shall not become effective as to such shares to be converted and
such conversion shall become effective as provided in Section 6 below,
whereupon any funds deposited by the Corporation for the redemption of such
shares shall (subject to any right of the holder of such shares to receive the
dividend payable thereon as provided in Section 6 below) immediately upon such
conversion be returned to the Corporation or, if then held in trust by the
Corporation, shall automatically and without further corporate action or notice
be discharged from the trust.





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              (e)    In every case of redemption of fewer than all of the
outstanding shares of the Convertible Preferred Stock pursuant to this Section
4, the shares to be redeemed shall be selected pro rata or by lot or in such
other manner as the Board of Directors of the Corporation may determine, as may
be prescribed by resolution of the Board of Directors of the Corporation,
provided that only whole shares shall be selected for redemption.

              5.     Liquidation.  (a)  The liquidation value of shares of
Convertible Preferred Stock, in case of the voluntary or involuntary
liquidation, dissolution or winding-up of the Corporation, shall be $50.00 per
share, plus an amount equal to the dividends accrued and unpaid thereon,
whether or not declared, to the payment date (the "Liquidation Value").

              (b)    In the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation, the holders of shares of
Convertible Preferred Stock (i) shall not be entitled to receive the
Liquidation Value of the shares held by them until payment in full or provision
has been made for the payment of all claims of creditors of the Corporation and
the liquidation preference of any class or series of capital stock ranking
senior to the Convertible Preferred Stock with respect to redemption rights and
rights upon liquidation,  dissolution or winding up of the affairs of the
Corporation ("Senior Liquidation Shares") shall have been paid in full and (ii)
shall be entitled to receive the Liquidation Value of such shares held by them
in preference to and in priority over any distributions upon the Common Shares
and any other series or class of the Corporation's capital stock that ranks
junior to the Convertible Preferred Stock as to redemption rights and rights
upon liquidation, dissolution or winding up of the affairs of the Corporation
("Junior Liquidation Shares").  Upon payment in full of the Liquidation Value
to which the holders of shares of the Convertible Preferred Stock are entitled,
the holders of shares of the Convertible Preferred Stock will not be entitled
to any further participation in any distribution of assets by the Corporation.
Subject to clause (i) above, if the assets of the Corporation are not
sufficient to pay in full the Liquidation Value payable to the holders of
shares of the Convertible Preferred Stock and the liquidation preference
payable to the holders of any series or class of the Corporation's capital
stock, outstanding on the date hereof or hereafter issued, that ranks on a
parity with the Convertible Preferred Stock as to redemption rights and rights
upon liquidation, dissolution or winding up of the affairs of the Corporation
("Parity Liquidation Shares"), the holders of all such shares shall share
ratably in accordance with the respective preferential amounts payable on such
shares in any distribution.

              (c)    Neither a consolidation or merger of the Corporation with
or into any other entity, nor a merger of any other entity with or into the
Corporation, nor a sale or transfer of all or any part of the Corporation's
assets for cash, securities or other property shall be considered a
liquidation, dissolution or winding-up of the Corporation within the meaning of
this Section 5.

              6.     Conversion.  (a)  Holders of shares of Convertible
Preferred Stock will have the right, exercisable at any time, except in the
case of shares of Convertible Preferred Stock called for redemption (as
described in Section 4(d) above), to convert shares of Convertible Preferred
Stock into shares of Common Stock at the conversion price of $36.19 per share
of Common Stock, subject to adjustment as described below in Section 6(f) (the





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"Conversion Price").  The number of shares of Common Stock into which a share
of the Convertible Preferred Stock shall be convertible (calculated as to each
conversion to the nearest 1/100th of a share) shall be determined by dividing
$50.00 by the Conversion Price then in  effect.  In the case of shares of the
Convertible Preferred Stock called for redemption, conversion rights will
expire at the close of business on the redemption date.  Certificates
representing shares of the Convertible Preferred Stock surrendered for
conversion during the period between the close of business on any Dividend
Payment Record Date and the opening of business on any corresponding Dividend
Payment Date must be accompanied by payment of an amount equal to the dividend
payable on such shares on such Dividend Payment Date.  No such payment will be
required to accompany shares of the Convertible Preferred Stock called for
redemption and surrendered during the period between the close of business on
any Dividend Payment Record Date and the opening of business on any
corresponding Dividend Payment Date (it being the case that, except as provided
in Section 4(a), any shares so redeemed shall not be entitled to receive the
dividend payable by the Company on such Dividend Payment Date).
Notwithstanding the foregoing, a holder of shares of the Convertible Preferred
Stock on a Dividend Payment Record Date who (or whose transferee) tenders any
such shares for conversion into shares of Common Stock on the relevant Dividend
Payment Date shall be entitled to receive the dividend payable by the Company
on such shares of Convertible Preferred Stock on such Dividend Payment Date,
and the converting holder need not include payment of the amount of such
dividend upon surrender of shares of Convertible Preferred Stock for
conversion.  Except as provided in the immediately preceding sentence, no
payment or allowance for accrued dividends on the shares of Convertible
Preferred Stock is to be made on conversion.

              (b)    Any holder of shares of Convertible Preferred Stock
electing to convert the shares or any portion thereof in accordance with
Section 6(a) above shall deliver the certificates therefor and the dividend
payment referred to in Section 6(a) above, if applicable, to the principal
office of any transfer agent for the Common Stock, with a form of conversion
notice fully completed and duly executed and, if required by Section 6(a)
above, accompanied by payment of an amount equal to the dividend payable on
such shares on the applicable Dividend Payment Date.  The conversion right with
respect to any shares of Convertible Preferred Stock shall be deemed to have
been exercised at the date upon which the certificates therefor and the
dividend payment referred to in Section 6(a) above, if applicable, with the
conversion notice duly executed (and the payment required by Section 6(d), if
applicable), shall have been so delivered, and the person or persons entitled
to receive the Common Stock issuable  upon conversion shall be treated for all
purposes as the record holder or holders of such Common Stock upon that date.

              (c)    No fractional shares of Common Stock or scrip representing
fractional shares shall be issued upon conversion of shares of Convertible
Preferred Stock.  If more than one share of Convertible Preferred Stock shall
be surrendered for conversion at one time by the same record holder, the number
of full shares of Common Stock issuable upon conversion thereof shall be
computed on the basis of the aggregate number of shares of Convertible
Preferred Stock so surrendered.  Instead of any fractional share of Common
Stock otherwise issuable upon conversion of any shares of Convertible Preferred
Stock, the Corporation shall pay a cash adjustment in respect of such fraction
in an amount equal to the same fraction of Sale Price of the Common Stock at
the close of business on the day of conversion.  In the absence of a





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<PAGE>   8
Sale Price, the Board of Directors shall in good faith determine the current
market price on such basis as it considers appropriate and such current market
price shall be used to calculate the cash adjustment.  As used herein, "Sale
Price" means the closing sales price of the Common Stock (or if no sale price
is reported, the average of the high and low bid prices) as reported by the
principal national or regional stock exchange on which the Common Stock is
listed or, if the Common Stock is not listed on a national or regional stock
exchange, as reported by the Nasdaq Stock Market and if not so reported, then
as reported by the National Quotation Bureau Incorporated.

              (d)    If a holder converts shares of Convertible Preferred
Stock, the Corporation shall pay any documentary, stamp or similar issue or
transfer tax due on the issue of Common Stock upon the conversion or due upon
the issuance of a new certificate or certificates for any shares of Convertible
Preferred Stock not converted.  The holder, however, shall pay any such tax
that is due because any such shares of the Common Stock or of the Convertible
Preferred Stock are issued in a name other than the name of the holder.

              (e)    The Corporation shall reserve out of its authorized but
unissued Common Stock or its Common Stock held in treasury enough shares of
Common Stock to permit the conversion of all of the then-outstanding shares of
Convertible Preferred Stock.  For the purposes of this Section 6(e), the full
number of shares of Common Stock then issuable upon the conversion of all then-
outstanding shares of  Convertible Preferred Stock shall be computed as if at
the time of computation all outstanding shares of Convertible Preferred Stock
were held by a single holder.  The Corporation shall from time to time, in
accordance with the laws of the State of Delaware and its certificate of
incorporation, increase the authorized amount of its Common Stock if at any
time the authorized amount of its Common Stock remaining unissued shall not be
sufficient to permit the conversion of all shares of Convertible Preferred
Stock at the time outstanding.  If any shares of Common Stock required to be
reserved for issuance upon conversion of shares of Convertible Preferred Stock
hereunder require registration with or approval of any governmental authority
under any federal or state law before the shares may be issued upon conversion,
the Corporation will in good faith and as expeditiously as possible endeavor to
cause the shares to be so registered or approved.  All shares of Common Stock
issued upon conversion of the shares of Convertible Preferred Stock shall be
validly issued, fully paid and nonassessable.

              (f)    The Conversion Price shall be subject to adjustment as
follows:

                     (i)    In case the Corporation shall (A) pay a dividend on
              any class of its capital stock in shares of its Common Stock, (B)
              subdivided its outstanding shares of Common Stock into a greater
              number of shares or (C) combine its outstanding shares of Common
              Stock into a smaller number of shares, the Conversion Price in
              effect immediately prior thereto shall be adjusted retroactively
              as provided below so that the Conversion Price thereafter shall
              be determined by multiplying the Conversion Price at which the
              shares of Convertible Preferred Stock were theretofore
              convertible by a fraction of which the denominator shall be the
              number of shares of Common Stock outstanding immediately
              following such





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<PAGE>   9
              action and of which the numerator shall be the number of shares
              of Common Stock outstanding immediately prior thereto.  Such
              adjustment shall be made whenever any event listed above shall
              occur and shall become effective retroactively immediately after
              the record date in the case of a dividend and immediately after
              the effective date in the case of a subdivision or combination.

                     (ii)   In case the Corporation shall issue rights or
              warrants to all holders of its Common Stock entitling them (for a
              period expiring within 45 days after  the record date for
              determining stockholders entitled to receive such rights or
              warrants) to subscribe for or purchase shares of Common Stock at
              a price per share less than the current market price per share of
              Common Stock (as determined in accordance with the provisions of
              Section 6(f)(iv) below) at the record date therefor (the "Current
              Market Price"), or in case the Corporation shall issue to all
              holders of its Common Stock other securities convertible into or
              exchangeable for Common Stock for a consideration per share of
              Common Stock deliverable upon conversion or exchange thereof less
              than the Current Market Price, then the Conversion Price in
              effect immediately prior thereto shall be adjusted as provided
              below so that the Conversion Price therefor shall be equal to the
              price determined by multiplying (A) the Conversion Price at which
              shares of Convertible Preferred Stock were theretofore
              convertible by (B) a fraction of which the denominator shall be
              the sum of (1) the number of shares of Common Stock outstanding
              on the date of issuance of the convertible or exchangeable
              securities, rights or warrants and (2) the number of additional
              shares of Common Stock offered for subscription or purchase, or
              issuable upon such conversion or exchange, and of which the
              numerator shall be the sum of (1) the number of shares of Common
              Stock outstanding on the date of issuance of such convertible or
              exchangeable securities, rights or warrants and (2) the number of
              additional shares of Common Stock which the aggregate offering
              price of the number of shares of Common Stock so offered would
              purchase at the Current Market Price per share of Common Stock
              (as determined in accordance with the provisions of Section
              6(f)(iv) below).  Such adjustment shall be made whenever such
              convertible or exchangeable securities, rights or warrants are
              issued, and shall become effective immediately after the record
              date for the determination of stockholders entitled to receive
              such securities.  However, upon the expiration of any right or
              warrant to purchase Common Stock, the issuance of which resulted
              in an adjustment in the Conversion Price pursuant to this Section
              6(f)(ii), if any such right or warrant shall expire and shall not
              have been exercised, the Conversion Price shall be recomputed
              immediately upon such expiration and effective immediately upon
              such expiration shall be increased to the price it would have
              been (but reflecting any other adjustments to the Conversion
              Price made pursuant to the provisions of this Section 6(f) after
              the issuance of such rights or warrants) had the adjustment of
              the Conversion Price made upon the issuance of such rights or
              warrants been made on the basis of offering for subscription or
              purchase only that number of shares of Common Stock actually
              purchased upon the exercise of such rights or warrants.  No
              further adjustment shall be made upon exercise of any





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<PAGE>   10
              right, warrant, convertible security or exchangeable security if
              any adjustment shall have been made upon issuance of such
              security.

                     (iii)  In case the Corporation shall pay a dividend to all
              holders of its Common Stock (including any dividend paid in
              connection with a consolidation or merger in which the
              Corporation is the continuing corporation) of any shares of
              capital stock of the Corporation or its subsidiaries (other than
              Common Stock) or evidences of its indebtedness or assets
              (excluding cash dividends payable solely in cash that may from
              time to time be fixed by the Board of Directors, or dividends or
              distributions in connection with the liquidation, dissolution or
              winding up of the Corporation) or rights or warrants to subscribe
              for or purchase any of its securities or those of its
              subsidiaries or securities convertible or exchangeable for Common
              Stock (excluding those securities referred to in Section 6(f)(ii)
              above), then in each such case the Conversion Price in effect
              immediately prior thereto shall be adjusted as provided below so
              that the Conversion Price thereafter shall be equal to the price
              determined by multiplying (A) the Conversion Price in effect on
              the record date mentioned below by (B) a fraction, the numerator
              of which shall be the Current Market Price per share of Common
              Stock on the record date mentioned below less the then fair
              market value (as determined by the Board of Directors, whose good
              faith determination shall be conclusive) as of such record date
              of the assets, evidences of indebtedness or securities so paid
              with respect to one share of Common Stock, and the denominator of
              which shall be the Current Market Price per share of Common Stock
              on such record date; provided, however, that in the event the
              then fair market value (as so determined) so paid with respect to
              one share of Common Stock is equal to or greater than the Current
              Market Price per share of Common Stock on the record date
              mentioned above, in lieu of the foregoing adjustment, adequate
              provision shall be made so that each holder of shares of the
              Convertible Preferred Stock shall  have the right to receive the
              amount and kind of assets, evidences of indebtedness, or
              securities such holder would have received had such holder
              converted each such share of Convertible Preferred Stock
              immediately prior to the record date for such dividend.  Such
              adjustment shall be made whenever any such payment is made, and
              shall become effective retroactively immediately after the record
              date for the determination of stockholders entitled to receive
              the payment.

                     (iv)   For the purpose of any computation under Sections
              6(f)(ii) and 6(f)(iii) above, the Current Market Price per share
              of Common Stock at any date shall be deemed to be the average
              Sale Price for the 30 consecutive trading days commencing 45
              trading days before the day in question.

                     (v)    No adjustment in the Conversion Price shall be
              required unless the adjustment would require an increase or
              decrease of at least 1% in the Conversion Price then in effect;
              provided, however, that any adjustments that by reason of this
              Section 6(f)(v) are not required to be made shall be carried
              forward and taken into





                                       10
<PAGE>   11
              account in any subsequent adjustment.  All calculations under
              this Section 6(f) shall be made to the nearest cent.

                     (vi)   In the event that, at any time as a result of an
              adjustment made pursuant to Section 6(f)(i) or 6(f)(iii) above,
              the holder of any share of Convertible Preferred Stock thereafter
              surrendered for conversion shall become entitled to receive any
              shares of the Corporation other than shares of the Common Stock,
              thereafter the number of such other shares so receivable upon
              conversion of any share of Convertible Preferred Stock shall be
              subject to adjustment from time to time in a manner and on terms
              as nearly equivalent as practicable to the provisions with
              respect to the Common Stock contained in Section 6(f)(i) through
              6(f)(v) above, and the other provisions of this Section 6 with
              respect to the Common Stock shall apply on like terms to any such
              other shares.

                     (vii)  Whenever the Conversion Price is adjusted, as
              herein provided, the Corporation shall promptly file with the
              transfer agent for Convertible Preferred Stock a certificate of
              an officer of the Corporation setting forth the Conversion Price
              after the adjustment and setting  forth a brief statement of the
              facts requiring such adjustment and a computation thereof.  The
              certificate shall be conclusive evidence of the correctness of
              the adjustment.  The Corporation shall promptly cause a notice of
              the adjusted Conversion Price to be mailed to each registered
              holder of shares of Convertible Preferred Stock.

                     (viii) In case of any reclassification of the Common
              Stock, any consolidation of the Corporation with, or merger of
              the Corporation into, any other entity, any merger of another
              entity into the Corporation (other than a merger that does not
              result in any reclassification, conversion, exchange or
              cancellation of outstanding shares of Common Stock of the
              Corporation), any sale or transfer of all or substantially all of
              the assets of the Corporation or any compulsory share exchange
              pursuant to which share exchange the Common Stock is converted
              into other securities, cash or other property, then lawful
              provision shall be made as part of the terms of such transaction
              whereby the holder of each share of Convertible Preferred Stock
              then outstanding shall have the right thereafter, during the
              period such share shall be convertible, to convert such share
              only into the kind and amount of securities, cash and other
              property receivable upon the reclassification, consolidation,
              merger, sale, transfer or share exchange by a holder of the
              number of shares of Common Stock of the Corporation into which a
              share of Convertible Preferred Stock would have been convertible
              immediately prior to the reclassification, consolidation, merger,
              sale, transfer or share exchange.  The Corporation, the person
              formed by the consolidation or resulting from the merger or which
              acquires such assets or which acquires the Corporation's shares,
              as the case may be, shall make provisions in its certificate or 
              articles of incorporation or other constituent document to 
              establish such rights.  The certificate or articles of 
              incorporation or other constituent document shall provide for
              adjustments, which, for events subsequent to the effective date
              of the 





                                       11
<PAGE>   12
              certificate or articles of incorporation or other
              constituent document, shall be as nearly equivalent as may be
              practicable to the adjustments provided for in this Section 6.
              The provisions of this Section 6(f)(viii) shall similarly apply
              to successive reclassifications, consolidations, mergers, sales,
              transfers or share exchanges.

              (g)    The Corporation from time to time may reduce the
Conversion Price by any amount for any period of time if the period is at least
20 days and if the reduction is irrevocable during the period.  Whenever the
Conversion Price is so reduced, the Corporation shall mail to holders of record
of the Convertible Preferred Stock a notice of the reduction at least 15 days
before the date the reduced Conversion Price takes effect, stating the reduced
Conversion Price and the period it will be in effect.  A voluntary reduction of
the Conversion Price does not change or adjust the Conversion Price otherwise
in effect for purposes of paragraph 6(f) above.

              7.     Status of Shares.  All shares of the Convertible Preferred
Stock that are at any time redeemed pursuant to Section 4 above or converted
pursuant to Section 6 above and all shares of the Convertible Preferred Stock
that are otherwise reacquired by the Corporation and subsequently canceled by
the Board of Directors of the Corporation shall have the status of authorized
but unissued shares of Preferred Stock, without designation as to series,
subject to reissuance by the Board of Directors of the Corporation as shares of
any one or more other series.

              8.     Voting Rights.  Except as set forth below or otherwise
required by law, holders of shares of the Convertible Preferred Stock shall
have no voting rights.  In connection with any right to vote, each holder of
shares of Convertible Preferred Stock will have one vote for each share held.

              (a)    Dividend Defaults.

                     (i)    Whenever, at any time or times, dividends payable
              on the shares of Convertible Preferred Stock at the time
              outstanding shall be in arrears in an aggregate amount equal to
              at least six quarterly dividend payments (whether or not
              consecutive), the holders of shares of Convertible Preferred
              Stock shall have the right, voting separately as a class with
              holders of Parity Dividend Shares to the extent such Parity
              Dividend Shares have such voting rights (the shares of
              Convertible Preferred Stock and any such other Parity Dividend
              Shares, collectively for purposes of this Section 8, the
              "Defaulted Preferred Stock"), to elect two directors of the
              Corporation at the Corporation's next annual meeting of
              stockholders and at each subsequent annual meeting of
              stockholders; provided, however, that if such voting rights shall
              become vested more than 90 days or less than 20 days before the
              date prescribed for the annual meeting of stockholders, the
              holders of the shares of Defaulted Preferred Stock shall be
              entitled to exercise their voting rights at a special meeting of
              the holders of shares of Defaulted Preferred Stock as set forth
              in Section 8(a)(ii) hereof.  At elections for such directors,
              each holder of shares of Convertible Preferred Stock shall be
              entitled to





                                       12
<PAGE>   13
              on vote for each share held (the holders of any Parity Preferred
              Stock being entitled to such number of votes, if any, for each
              share of stock held as may be granted to them).  Upon the vesting
              of such voting rights, the maximum authorized number of members
              of the Board of Directors of the Corporation shall automatically
              be increased by two and the two vacancies so created shall be
              filled by vote of the holders of outstanding Defaulted Preferred
              Stock as hereinafter set forth.  The right of holders of
              Defaulted Preferred Stock, voting separately as a class without
              regard to series, to elect members of the Board of Directors of
              the Corporation as aforesaid shall continue until such time as
              all dividends accumulated on Defaulted Preferred Stock shall have
              been paid in full or declared and set aside for payment in full,
              at which time such right immediately shall terminate subject to
              revesting in the event of each and every subsequent default of
              the character above mentioned.

                     (ii)   At any time when such voting right shall have
              vested in the holders of shares of Defaulted Preferred Stock
              entitled to vote thereon, and if such right shall not already
              have been initially exercised, an officer of the Corporation
              shall, upon the written request of holders of record of 10% of
              the voting power represented by the shares of such Defaulted
              Preferred Stock then outstanding, addressed to the Secretary of
              the Corporation, call a special meeting of holders of shares of
              such Defaulted Preferred Stock.  Such meeting shall be held at
              the earliest practicable date upon the notice required for annual
              meetings of stockholders at the place for holding annual meetings
              of stockholders of the Corporation or, if none, at a place
              designated by the Secretary of the Corporation.  If such meeting
              shall not be called by the proper officers of the Corporation
              within 30 days after the personal service of such written request
              upon the Secretary of the Corporation, or within 30 days after
              mailing the same within the United States, by registered mail,
              addressed to the Secretary of the Corporation at its principal
              office (such mailing to be evidenced by the registry receipt
              issued by the postal authorities), then the holders of record of
              10% of the  voting power represented by the shares of Defaulted
              Preferred Stock then outstanding may designate in writing any
              person to call such meeting at the expense of the Corporation,
              and such meeting may be called by such person so designated upon
              the notice required for annual meetings of stockholders and shall
              be held at the same place as is elsewhere provided in this
              Section.  Any holder of shares of Defaulted Preferred Stock then
              outstanding that would be entitled to vote at such meeting shall
              have access to the stock books of the Corporation for the purpose
              of causing a meeting of stockholders to be called pursuant to the
              provisions of this Section.  Notwithstanding the provisions of
              this Section, however, no such special meeting shall be called or
              held during a period within 45 days immediately preceding the
              date fixed for the next annual meeting of stockholders.

                     (iii)  So long as any shares of Convertible Preferred
              Stock are outstanding, the By-laws shall contain no provisions
              that would restrict the





                                       13
<PAGE>   14
              exercise, by the holders of Defaulted Preferred Stock, of the
              right to elect directors under the circumstances provided in
              Section 8(a)(i) above.

                     (iv)   Directors elected pursuant to Section 8(a)(i) shall
              serve until the earlier of (A) the next annual meeting of the
              stockholders of the Corporation and the election (by the holders
              of Defaulted Preferred Stock) and qualification of their
              respective successors or (B) the date upon which all dividends in
              default on the Defaulted Preferred Stock shall have been paid in
              full or declared and set apart for payment.  If, prior to the end
              of the term of any director elected as aforesaid, a vacancy in
              the office of that director shall occur during the continuation
              of a default in dividends on the shares of the Convertible
              Preferred Stock or such Parity Dividend Shares by reason of
              death, resignation or disability, the vacancy shall be filled for
              the unexpired term by the appointment by the remaining director
              elected as aforesaid of a new director for the unexpired term of
              the former director.

              (b)    Miscellaneous.  Without the affirmative vote of the
holders of at least 66 2/3% of the outstanding shares of the Convertible
Preferred Stock and outstanding Parity Dividend Shares, voting as a  single
class (or, if less than all shares of the Convertible Preferred Stock of Parity
Dividend Shares then outstanding would be adversely affected thereby, without
the affirmative vote of the holders of at least 66 2/3% of the outstanding
shares of each series so affected, voting as a separate class), the Corporation
may not:

                     (i)    amend, alter or repeal (by merger or otherwise) any
              provision of the Corporation's Certificate of Incorporation or
              this Certificate or the By-laws of the Corporation so as to
              adversely affect the relative rights, preferences,
              qualifications, limitations or restrictions of the shares of the
              Convertible Preferred Stock; or

                     (ii)   effect any reclassification of the shares of the
              Convertible Preferred Stock.

              The above notwithstanding, the Corporation's Certificate of
Incorporation may be amended (i) to increase or decrease the number of
authorized shares of Preferred Stock (but not below the number of shares
thereof then outstanding) by the affirmative vote of the holders of a majority
of the stock of the Corporation entitled to vote thereon or (ii) to authorize
any other class or series of capital stock of the Corporation, regardless of
the relative rights, preferences, qualifications, limitations or restrictions
thereof, including an amendment to increase the authorized number of shares of
Common Stock or Preferred Stock of the Corporation without the vote of the
holders of shares of the Convertible Preferred Stock.

              9.     Change of Control.

                      (a)   In the event of a Change of Control (the date of
such occurrence being the "Change of Control Date"), the Corporation shall
notify the holders of the Convertible Preferred Stock in writing of such
occurrence and shall make an offer to purchase (the "Change





                                       14
<PAGE>   15
of Control Offer") all then outstanding shares of Convertible Preferred Stock
at a purchase price of 101% of the liquidation preference thereof plus an
amount in cash equal to all accumulated and unpaid dividends per share
(including an amount in cash equal to a prorated dividend for the period from
the Dividend Payment Date immediately prior to the Change of Control Payment
Date to the Change of Control Payment Date).

                      (b)   Within 30 days following the Change of Control
Date, the Corporation shall send, by first class mail, postage prepaid, a
notice to each holder of Convertible Preferred Stock at such holder's address
as it  appears on the stock books of the Corporation, which notice shall govern
the terms of the Change of Control Offer.  The notice to the Holders shall
contain all instructions and materials necessary to enable such holders to
tender Convertible Preferred Stock pursuant to the Change of Control Offer.
Such notice shall state:

                             (i)   that a Change of Control has occurred, that
              the Change of Control Offer is being made pursuant to this
              Section 9 and that all Convertible Preferred Stock validly
              tendered and not withdrawn will be accepted for payment;

                             (ii)  the purchase price (including the amount of
              accrued dividends, if any) and the purchase date (which shall be
              no earlier than 30 days nor later than 45 days from the date such
              notice is mailed, other than as may be required by law) (the
              "Change of Control Payment Date");

                             (iii) that any shares of Convertible Preferred
              Stock not tendered will continue to accrue dividends;

                             (iv)  that, unless the Corporation defaults in
              making payment therefor, any share of Convertible Preferred Stock
              accepted for payment pursuant to the Change of Control Offer
              shall cease to accrue dividends after the Change of Control
              Payment Date;

                             (v)   that holders electing to have any shares of
              Convertible Preferred Stock purchased pursuant to a Change of
              Control Offer will be required to surrender the certificate or
              certificates representing such shares, properly endorsed for
              transfer together with such customary documents as the
              Corporation and the transfer agent may reasonably require, in the
              manner and at the place specified in the notice prior to the
              close of business on the business day prior to the Change of
              Control Payment Date;

                             (vi)  that holders will be entitled to withdraw
              their election if the Corporation receives, not later than five
              business days prior to the Change of Control Payment Date, a
              telegram, telex, facsimile transmission or letter setting forth
              the name of the holder, the number of shares of Convertible
              Preferred  Stock the holder delivered for purchase and a
              statement that such holder is withdrawing his election to have
              such shares of Convertible Preferred Stock purchased;





                                       15
<PAGE>   16
                             (vii) that holders whose shares of Convertible
              Preferred Stock are purchased only in part will be issued a new
              certificate representing the unpurchased shares of Convertible
              Preferred Stock; and

                             (viii)the circumstances and relevant facts
              regarding such Change of Control.

              (c)    The Corporation will comply with any securities laws and
regulations, to the extent such laws and regulations are applicable to the
repurchase of the Convertible Preferred Stock in connection with a Change of
Control Offer.

              (d)    On the Change of Control Payment Date the Corporation
shall (x) accept for payment the shares of Convertible Preferred Stock validly
tendered pursuant to the Change of Control Offer, (y) pay to the holders of
shares so accepted the purchase price therefor in cash and (z) cancel and
retire each surrendered certificate.  Unless the Corporate defaults in the
payment for the shares of Convertible Preferred Stock tendered pursuant to the
Change of Control Offer, dividends will cease to accrue with respect to the
shares of Convertible preferred Stock tendered and all rights of holders of
such tendered shares will terminate, except for the right to receive payment
therefor, on the Change of Control Payment Date.

              (e)    If the purchase of the Convertible Preferred Stock would
violate or constitute a default under indebtedness of the Corporation, then,
notwithstanding anything to the contrary contained above, prior to complying
with the foregoing provisions, but in any event within 30 days following the
Change of Control Date, the Corporation shall either (A) repay in full all such
indebtedness or (B) obtain the requisite consents, if any under such
indebtedness required to permit the repurchase of Convertible Preferred Stock
required by this paragraph (9).  Until the requirements of the immediately
preceding sentence  are satisfied, the Corporation shall  not make, and shall
not be obligated to make, any Change of Control Offer.

              "Change of Control" means the occurrence of one or more of the
following events:  (i) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially all of
the assets of the Corporation to any person or group of related Persons for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (a
"Group"), other than to Hicks, Muse, Tate & Furst Incorporated or any of its
affiliates, officers and directors or to Steven Dinetz (the "Permitted
Holders"); or (ii) a majority of the Board of Directors of the Corporation
shall consist of Persons who are not Continuing Directors; or (iii) the
acquisition by any Person or Group (other than the Permitted Holders) of the
power, directly or indirectly, to vote or direct the voting of securities
having more than 50% of the ordinary voting power for the election of directors
of the Corporation.

              "Continuing Director" means, as of the date of determination, any
Person who (i) was a member of the Board of Directors of Chancellor
Broadcasting Company on January 23, 1997, (ii) was nominated for election or
elected to the Board of Directors of the Corporation with the affirmative vote
of a majority of the Continuing Directors who were members of such Board of
Directors at the time of such nomination or election, or (iii) is a
representative of a Permitted Holder.





                                       16
<PAGE>   17
              "Person" means an individual, partnership, corporation, limited
liability company, unincorporated organization, trust or joint venture, or a
governmental agency or political subdivision thereof.

              10.    Mandatory Redemption.  The shares of the Convertible
Preferred Stock are not subject to mandatory redemption or sinking fund
requirements.

              11.    Certain Definitions.  As used in this Certificate, the
following terms shall have the following terms shall have the following
respective meanings:

              "Common Shares" shall mean any stock of the Corporation which has
no preference in respect of dividends or  of amounts payable in the event of
any voluntary or involuntary liquidation, dissolution or winding-up of the
Corporation and which is not subject to redemption by the Corporation.  Unless
the context otherwise specifies or requires, all references in this certificate
to "Common Shares" include the Common Stock and the Class A Common Stock.

              IN WITNESS WHEREOF, the Corporation has caused this Certificate
to be duly executed on its behalf by its undersigned duly authorized officer
this _____ day of September, 1997.



                                           CHANCELLOR MEDIA CORPORATION


                                           By: 
                                              ----------------------------------
                                                  Name:  Matthew E. Devine
                                                  Title: Chief Financial Officer





                                       17
