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                                                                    EXHIBIT 4.23

                           CHANCELLOR HOLDINGS CORP.

                        1994 DIRECTOR STOCK OPTION PLAN

1.       Purpose.

         Chancellor Holdings Corp., a Delaware corporation (herein, together
with its successors, referred to as the "Company"), by means of this 1994
Director Stock Option Plan (the "Plan"), desires to afford certain non-employee
directors of the Company who are responsible for the continued growth of the
Company an opportunity to acquire a proprietary interest in the Company, and
thus to create in such persons an increased interest in and a greater concern
for the welfare of the Company.

         The stock options described in Section 6 (the "Options"), and the
shares of Common Stock (as hereinafter defined) acquired pursuant to the
exercise of such Options are a matter of separate inducement and are not in
lieu of any salary or ocher compensation for services.

2.       Administration.

         The Plan shall be administered by the Option Committee, or any
successor thereto, of the Board of Directors of the Company (the "Board of
Directors"), or by any other committee appointed by the Board of Directors to
administer this Plan (the "Committee"); provided, the entire Board of Directors
may act as the Committee if it chooses to do so.  The number of individuals
that shall constitute the 'Committee shall be determined from time to time by a
majority of all the members of the Board of Directors, and, unless that
majority of the Board of Directors determines otherwise, shall be no less than
two individuals.  A majority of the Committee shall constitute a quorum (or if
the Committee consists of only two members, then both members shall constitute
a quorum), and subject to the provisions of Section 5, the acts of a majority
of the members present at any meeting at which a quorum is present, or acts
approved in writing by all members of the Committee, shall be the acts of the
Committee.  Whenever the Company shall have a class of equity securities
registered pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), each member of the Committee shall be required to
be a "disinterested person" within the meaning of Rule 16b-3, as amended ("Rule
16b-3"), or other applicable rules under Section 16(b) of the Exchange Act and
the Committee shall administer the Plan so as to Comply at all times with the
Exchange Act.

         The members of the Committee shall serve at the pleasure of the Board
of Directors, which shall have the power, at any time and from time to time, to
remove members from or add members of the Committee.  Removal from the
committee may be with or without cause.  Any individual serving as a member of
the Committee shall have the right to resign from membership in the Committee
by written notice to the Board of Directors.  The Board of Directors, and not
the remaining members of the Committee, shall have the power and authority to
fill vacancies on the Committee, however caused.  The Board of Directors shall
promptly fill any vacancy that causes the number of members of the Committee to
be below





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two or, if the Company has a class of equity securities registered pursuant to
Section 12 of the Exchange Act, any other number that Rule 16b-3 may require
from time to time.

3.       Shares Available.

         Subject to the adjustments provided in Section 8, the maximum
aggregate number of shares of nonvoting stock, par value $0.01 per share, of
the Company ("Common Stock") which may be granted for all purposes under the
Plan shall be 480,000 shares.  If, for any reason, any shares as to which
Options have been granted cease to be subject to purchase thereunder, including
the expiration of such option, the termination of such option prior to
exercise, or the forfeiture of such Option, such shares shall thereafter be
available for grants to such individual or other individuals under the Plan.
Options granted under the Plan may be fulfilled in accordance with the terms of
the Plan with (i) authorized and unissued shares of the Common Stock, (ii)
issued shares of such Common Stock held in the Company's treasury, or (iii)
issued shares of Common Stock reacquired by the Company in each situation as
the Board of Directors or the committee may determine from time to time in its
sole discretion.

4.       Eligibility and Bases of Participation.

         Grants of Non-Qualified Options (as hereinafter defined) may be made
under the Plan subject to and in accordance with Section 6, to Director
Participants.  As used herein, the term "Director Participants" shall mean any
individual who is not an employee of the Company and serves as a member of the
Board of Directors.

5.       Authority of Committee.

         Subject to and not inconsistent with the express provisions of the
Plan, the Internal Revenue Code Of 1986, as amended (the "Code"), and, if
applicable, Rule 16b-3, the Committee shall have plenary authority to:

         a.          determine the restrictions to be applicable to Options and
                     all other terms and provisions thereof (which need not be
                     identical);

         b.          require, as a condition to the granting of any Option,
                     that the person receiving such Option agree not to sell or
                     otherwise dispose of such Option, any Common Stock
                     acquired pursuant to such Option, or any other "derivative
                     security" (as defined by Rule 16a-l(c) under the Exchange
                     Act) for a period of six months following the later of (i)
                     the date of the grant of such Option or (ii) the date when
                     the exercise price of such Option is fixed it such
                     exercise price is not fixed at the date of grant of such
                     Option, or for such other period as the Committee may
                     determine;

         c.          provide an arrangement through registered broker-dealers
                     whereby temporary financing may be made available to an
                     optionee by the broker-dealer, under the rules and
                     regulations of the Board of Governors of the





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                     Federal Reserve, for the purpose of assisting the optionee
                     in the exercise of an Option, such authority to include
                     the payment by the Company of the commissions of the
                     broker-dealer;

         d.          provide the establishment of procedures for an optionee
                     (i) to have withheld from the total number of shares of
                     Common Stock to be acquired upon the exercise of an Option
                     that number of shares having a Fair Market Value (as
                     defined in Section 14) which, together with such cash as
                     shall be paid in respect of fractional shares, shall equal
                     the Option exercise price, and (ii) to exercise a portion
                     of an option by delivering that number of shares of Common
                     Stock already owned by such optionee having an aggregate
                     Fair Market Value which shall equal the partial Option
                     exercise price and to deliver the shares thus acquired by
                     such optionee in payment of shares to be received pursuant
                     to the exercise of additional portions of such Option, the
                     effect of which shall be that such optionee can in
                     sequence utilize such newly acquired shares in payment of
                     the exercise price of the entire Option, together with
                     such cash as shall be paid in respect of fractional
                     shares;

         e.          provide (in accordance with Section 11 or otherwise) the
                     establishment of a procedure whereby a number of shares of
                     Common Stock or other securities may be withheld from the
                     total number of shares of Common Stock or other securities
                     to be issued upon exercise of an Option to meet the
                     obligation of withholding for income, social security and
                     other taxes incurred by an optionee upon such exercise or
                     required to be withheld by the Company in connection with
                     such exercise;

         f.          prescribe, amend, modify and rescind rules and regulations
                     relating to the Plan;

         g.          make all determinations permitted or deemed necessary,
                     appropriate or advisable for the administration of the
                     Plan, interpret any Plan or option provision, perform all
                     other acts, exercise all other powers, and establish any
                     other procedures determined by the Committee to be
                     necessary, appropriate, or advisable in administering the
                     Plan or for the conduct of the Committee's business.  Any
                     act of the Committee, including interpretations of the
                     provisions of the Plan or any Option and determinations
                     under the Plan or any option shall be final, conclusive
                     and binding on all parties.

         The Committee may delegate to one or more of its members, or to one or
more agents. such administrative duties as it may deem advisable, and the
Committee or any Person to whom it has delegated duties as aforesaid may employ
one or more Persons to render advice with respect to any responsibility the
Committee or such Person may have under the Plan; provided, however, that
whenever the Company has a class of equity securities registered under Section
12






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of the Exchange Act, the Committee may not delegate any duties to a member of
the Board of Directors who, if elected to serve on the Committee, would not
qualify as a "disinterested person" to administer the Plan as contemplated by
Rule 16b-3, as amended, or other applicable rules under the Exchange Act.  The
Committee may employ attorneys, consultants, accountants, or other Persons and
the Committee, the Company, and its officers and directors shall be entitled to
rely upon the advice, opinions, or valuations of any such Persons.  No member
or agent of thin Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan and
all members and agents of the Committee shall be fully protected by the Company
in respect of any such action, determination or interpretation.

6.       Stock Option Grants to Director Participants.

         Subject to the express provisions of this Plan, each person upon his
initial election to the Board of Directors shall be granted a non-qualified
stock option (options which do not qualify under Section 422 of the Code) (the
"NonQualified Option") to purchase a number of shares of Common Stock equal to
the number of shares of Common Stock acquired by purchase by such person upon
his initial election to the Board of Directors (which such purchase option
shall be made available to all Director Participants upon their election);
provided, however, in no event shall such person be granted an Option to
purchase more shares of Common Stock having a Fair Market Value at the date of
grant exceeding $100,000.  The terms and conditions of the Options granted
under this Section 6 shall be determined from time to time by the Committee;
provided, however, that the options granted under this Section 6 shall be
subject to all terms and provisions of the Plan, including the following:

         a.          Option Exercise Price.  The Committee shall establish the
                     Option exercise price at the time any Non-Qualified Option
                     is granted at such amount as the Committee shall
                     determine, subject to the following limitation.  The
                     Option exercise price for each share purchasable under any
                     Option granted hereunder shall be such amount as the
                     Committee shall, in its best judgment, determine to be not
                     less than the greater of (i) the par value per share of
                     such stock and (ii) one hundred percent of the Fair Market
                     Value pet share at the date such Option is granted.  The
                     Option exercise price shall be subject to adjustment in
                     accordance with the provisions of Section 8 of the Plan.

         b.          Payment.  The price per share of Common Stock with respect
                     to each Option exercise shall be payable at the time of
                     such exercise.  Such price shall be payable in cash or by
                     any other means acceptable to the Committee, including
                     delivery to the company of shares of Common Stock owned by
                     the optionee or by the delivery or withholding of shares
                     pursuant to a procedure created pursuant to Section 5.d of
                     the Plan.  Shares delivered to or withheld by the Company
                     in payment of the Option exercise price shall be valued at
                     the Fair Market Value of the Common Stock on the day
                     preceding the date of the exercise of the Option.





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         c.          Exercisability of Stock Option.  Subject to Section 7,
                     each Option shall be exercisable in one or more
                     installments as the Committee may determine at the time of
                     the grant.  No Option shall be exercisable after the
                     expiration of ten years from the date of grant of the
                     Option, unless otherwise expressly provided in such
                     Option.

         d.          Death.  In the event of the death of a Director
                     Participant, the estate of such person, or a person who
                     acquired the right to exercise such Option by bequest or
                     inheritance or by reason of the death of the optionee,
                     shall have the right to exercise such Option in accordance
                     with its terms, at any time and from time to time within
                     one year after the date of death unless a longer or
                     shorter period is expressly provided in such Option or
                     established by the Committee pursuant to Section 7 (but in
                     no event after the expiration date of such Option).

         e.          Disability.  If a Director Participant's service as a
                     director of the Company terminates because of his
                     Disability, such optionee or his legal representative
                     shall have the right to exercise the Option in accordance
                     with its terms at any time and from time to time within
                     one year after the date of the optionee's termination
                     unless a longer or shorter period is expressly provided in
                     such Option or established by the Committee pursuant to
                     Section 7 (but not after the expiration of the Option).

         f.          Other Termination of Relationship.  If a Director
                     Participant's service as a director of the Company
                     terminates for any reason other than those specified in
                     subsections 6(d) and (e) above, such optionee shall have
                     the right to exercise his Option in accordance with its
                     terms within 30 days after the date of such termination,
                     unless a longer or shorter period is expressly provided in
                     such Option or established by the Committee pursuant to
                     Section 7 (but not after the expiration date of the
                     Option); provided, that, if the optionee is removed from
                     office for cause by action of the stockholders in
                     accordance with the by-laws of the Company and the General
                     Corporation Law of the State of Delaware or if such
                     optionee voluntarily terminates his service without the
                     consent of the Company, then such optionee shall
                     immediately forfeit his rights under his Option except as
                     to the shares of stock already purchased.

7.       Change of Control.

         If a Change of Control shall occur, or if the Company shall enter into
an agreement providing for a Change of Control, the Committee may declare any
or all Options outstanding under the Plan to be exercisable in full at such
time or times as the Committee shall determine, notwithstanding the express
provisions of such Options.  Each option accelerated by the






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Committee in connection with a Change of Control pursuant to the preceding
sentence shall. terminate, notwithstanding any express provision thereof or any
other provision of the Plan, on such date (not later than the stated expiration
date) as the Committee shall determine.

8.       Adjustment of Shares.

         Unless otherwise expressly provided in a particular Option, in the
event that, by reason of any merger, consolidation, combination, liquidation,
reorganization, recapitalization, stock dividend, stock split, split-up, split-
off, spin-off, combination of shares, exchange of shares or other like change
in capital structure of the Company (collectively, a "Reorganization"), the
Common Stock is substituted, combined, or changed into any cash, property, or
other securities, or the shares of Common Stock are changed into a greater or
lesser number of shares of Common Stock, the number and/or kind of shares
and/or interests subject to an Option and the per share price or value thereof
shall be appropriately adjusted by the Committee to give appropriate effect of
such Reorganization.  Any fractional shares or interests resulting from such
adjustment shall be eliminated.

         In the event the Company is not the surviving entity of a
Reorganization and, following such Reorganization, any optionee will hold
Options issued pursuant to this Plan which have not been exercised, cancelled,
or terminated in connection therewith, the Company shall cause such Options to
be assumed (or cancelled and replacement Options issued) by the surviving
entity.

9.       Assignment of Transfer.

         No Option granted under the Plan or any rights or interests therein
shall be assignable or transferable by an optionee except by will or the laws
of descent and distribution or pursuant to a qualified domestic relations order
as defined by the Code and during the lifetime of an optionee, Options granted
to him or her hereunder shall be exercisable only by the optionee or, in the
event that a legal representative or guardian has been appointed for an
optionee, such legal guardian or representative.

10.      Compliance with Securities Laws.

         The Company shall not in any event be obligated to file any
registration statement under the Securities Act or any applicable state
securities law to permit exercise of any Option or to issue any Common Stock in
violation of the Securities Act or any applicable state securities law.  Each
optionee (or, in the event of his death or, in the event a legal representative
has been appointed in connection with his Disability, the person exercising the
Option) shall, as a condition to his right to exercise any Option, deliver to
the Company an agreement or certificate containing such representations,
warranties and covenants as the Company may deem necessary or appropriate to
ensure that the issuance of shares of Common Stock pursuant to such exercise is
not required to be registered under the Securities Act or any applicable state
securities law.

         Certificates for shares of Common Stock, when issued, shall have
substantially the following legend, or statements of other applicable
restrictions, endorsed thereon, and may not be immediately transferable:





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                              THE SHARES OF STOCK REPRESENTED BY THIS
                              CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
                              SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
                              SECURITIES LAWS.  THE SHARES MAY NOT BE OFFERED
                              FOR SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE
                              DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES
                              EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN
                              THE DISCRETION OF THE ISSUER, MAY INCLUDE AN
                              OPINION OF COUNSEL SATISFACTORY TO THE ISSUER)
                              THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER
                              DISPOSITION WILL NOT VIOLATE APPLICABLE FEDERAL
                              OR STATE LAWS.

11.      Withholding Taxes.

         By acceptance of the Option, the optionee will be deemed to (i)
authorize the Company to withhold from a Director Participant's salary or any
cash compensation paid to such Director Participant an amount sufficient to
discharge any federal, state, and local taxes imposed on the Company, and which
otherwise has not been reimbursed by the Director Participant, in respect of
the Director Participant's exercise of all or a portion of the Option; and (ii)
agree that the Company may, in its discretion, hold the stock certificate to
which the Director Participant is entitled upon exercise of the Option as
security for the payment of the aforementioned withholding tax liability, until
cash sufficient to pay that liability has been accumulated, and may, in its
discretion, effect such withholding by remaining shares issuable upon the
exercise of the Option having a Fair Market Value on the date of exercise which
is equal to the amount to be withheld.

12.      Costs and Expenses.

         The costs and expenses of administering the Plan shall be borne by the
Company and shall not be charged against any Option.

13.      Funding of Plan.

         The Plan shall be unfunded.  The Company shall not be required to make
any segregation of assets to assure the payment of any Option under the Plan.

14.      Definitions.

         In addition to the terms specifically defined elsewhere in the Plan,
as used in the Plan, the following terms shall have the respective meanings
indicated:

         a.          "Affiliate" shall mean, as to any Person, a Person that
                     directly, or indirectly through one or more
                     intermediaries, controls, or is controlled by, or is under
                     common control with, such Person.






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         b.          "Board of Directors" shall have the meaning set forth in
                     Section 2 hereof.

         c.          "Broadcasting" means Chancellor Broadcasting Company, a
                     Delaware corporation and a wholly owned subsidiary of the
                     Company.

         d.          "Change of Control" shall mean the first to occur of the
                     following events:  (i) any sale, exchange, or other
                     transfer (in one transaction or a series of related
                     transactions) of all or substantially all of the assets of
                     the Company or Broadcasting to any Person or group of
                     related Persons for purposes of Section 13(d) of the
                     Exchange Act (a "Group"), other than to Hicks, Muse & Co.
                     Incorporated or any of its Affiliates or their employees,
                     officers, and directors (the "HMC Group''); (ii) a
                     majority of the Board of Directors of the Company or
                     Broadcasting shall consist of Persons who are not
                     Continuing Directors; or (iii) the acquisition by any
                     person or Group (other than the HMC Group or Dinetz) 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 Company
                     or Broadcasting.

         e.          "Code" shall have the meaning set forth in Section 5
                     hereof.

         f.          "Committee" shall have the meaning set forth in Section 2
                     hereof.

         g.          "Common Stock" shall have the meaning set forth in Section
                      3 hereof.

         h.          "Company" shall have the meaning set forth in Section 1
                     hereof.

         i.          "Continuing Director" shall mean, as of the date of
                     determination, any Person who (i) was a member of the
                     Board of Directors of the Company or Broadcasting on the
                     date of adoption of this Plan, (ii) was nominated for
                     election or elected to the Board of Directors of the
                     Company or Broadcasting 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 member of the HMC Group.

         j.          "Dinetz" means Steven Dinetz, the President and Chief
                     Executive Officer of the Company.

         k.          "Disability" shall mean permanent disability as defined
                     under the appropriate provisions of the long-term
                     disability plan maintained for the benefit of employees of
                     the Company who are regularly employed on a salaried basis
                     unless another meaning shall be agreed to in writing by
                     the Committee and the optionee.

         l.          "Exchange Act" shall have the meaning set forth in Section
                     2 hereof.





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         m.          "Fair Market Value" shall, as it relates to the Common
                     Stock, mean the average of the high and low prices of such
                     Common Stock as reported on the principal national
                     securities exchange on which the shares of Common Stock
                     are then listed on the date specified herein, or if there
                     were no sales on such date, on the next preceding day on
                     which there were sales, or if such Common Stock is not
                     listed on a national securities exchange, the last
                     reported bid price in the over-the-counter Market, or if
                     such shares are not traded in the over-the-counter market,
                     the per share cash price for which all of the outstanding
                     Common Stock could be sold to a willing purchaser in an
                     arms length transaction (without regard to minority
                     discount, absence of liquidity, or transfer restrictions
                     imposed by any applicable law or agreement) at the date of
                     the event giving rise to a need for a determination.
                     Except as may be otherwise expressly provided in a
                     particular Option, Fair Market Value shall be determined
                     in good faith by the Committee.

         n.          The term "including" when used herein shall mean
                     "including, but not limited to".

         o.          "Non-Qualified Options" shall have the meaning set forth
                     in Section 6 hereof.

         p.          "Options" shall have the meaning set forth in Section 1
                     hereof.

         q.          "Plan" shall have the meaning set forth in Section 1
                     hereof.

         r.          "Reorganization" shall have the meaning set forth in 
                     Section 8 hereof.

         s.          "Rule 16b-3" shall have the meaning set forth in Section 2
                     hereof.

15.      Amendment of Plan.

         The Board of Directors shall have the right to amend, modify, suspend
or terminate the Plan at any time; provided, that the provisions of Section 6
may not be amended more than once every six months, other than to comply with
changes to the Code, ERISA, or the rules thereunder.  The Board of Directors
shall be authorized to amend the Plan and the Options granted thereunder to
comply with Rule 16b-2 (or any successor rule) under the Exchange Act.  No
amendment, modification, suspension or termination of the Plan shall alter
impair any Options previously granted under the Plan, without the consent of
the holder thereof.

16.      Effective Date.

         The Plan shall become effective on the date on which it is approved by
         the Board of Directors of the Company and shall be void retroactively
         if not approved by the stockholders of the Company within twelve
         months of the date of approval by the Board of Directors.






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