CROWN CASTLE INC. — Director's Dealing 2010

Feb 22, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CROWN CASTLE INTERNATIONAL CORP (CCI)
CIK: 0001051470
Period of Report: 2010-02-18

Reporting Person: Young James D (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-18	Common Stock, $0.01 par value	A	16696	—	Acquired	363417	Direct
2010-02-18	Common Stock, $0.01 par value	A	52733	—	Acquired	416150	Direct
2010-02-19	Common Stock, $0.01 par value	F	3907	$38.62	Disposed	412243	Direct

Footnotes

F1: The stock is restricted stock issued pursuant to the Company's 2004 Stock Incentive Plan, and 33 1/3% of the restricted stock generally vests (i.e., the transfer and forfeiture restrictions terminate) on February 19 of each of 2011, 2012 and 2013.

F2: The shares represent restricted stock issued under the Company's 2004 Stock Incentive Plan. The terms of such restricted stock provide for 0% to 100% of the shares to vest (i.e., the transfer and forfeiture restrictions terminate) on February 19, 2013 based upon the Company's common stock highest average per share price for 20 consecutive trading days between August 24, 2012 and February 19, 2013 ("Highest Average Price"). The percentage of shares vesting being equal to 25%, 50% or 100% of the number of shares of restricted stock granted if the Highest Average Price is $44.56, $51.23 or $66.51, respectively. (footnote continues at footnote 3)

F3: (footnote 2 continued) If the Highest Average Price is between $44.56 and $51.23, then an additional amount up to 25% shall vest on a prorata basis (approximately 3.75% per $1.00 increase in the Highest Average Price above $44.56). If the Highest Average Price is between $51.23 and $66.51, then an additional amount up to 50% shall vest on a prorata basis (approximately 3.27% per $1.00 increase in the Highest Average Price above $51.23). If the stock price is at or above $44.56 per share as of February 19, 2013 and remains at or above for 20 consecutive trading days, then a minimum of 25% of the shares of restricted stock shall vest. Any shares of such restricted stock that do not vest as described in the preceding sentence will generally be forfeited.

F4: Represents shares withheld by the issuer to satisfy the Reporting Person's tax withholding obligation in connection with the vesting of certain shares of restricted stock previously granted to the Reporting Person. Such withholding is exempt from Section 16(b) pursuant to Rule 16b-3(e).