<SUBMISSION>
<ACCESSION-NUMBER>0000950135-05-006967
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20051208
<ITEMS>1.01
<ITEMS>1.02
<ITEMS>9.01
<FILING-DATE>20051214
<DATE-OF-FILING-DATE-CHANGE>20051214
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>LAMAR MEDIA CORP/DE
<CIK>0000899045
<ASSIGNED-SIC>7311
<IRS-NUMBER>721205791
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-12407
<FILM-NUMBER>051264142
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>5551 CORPORATE BLVD
<CITY>BATON ROUGE
<STATE>LA
<ZIP>70808
<PHONE>5049261000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>5551 CORPORATE BOULEVARD
<CITY>BATON ROUGE
<STATE>LA
<ZIP>70808
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>LAMAR ADVERTISING CO /DE/
<DATE-CHANGED>19990714
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>LAMAR MEDIA CORP
<DATE-CHANGED>19990713
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>LAMAR ADVERTISING CO
<DATE-CHANGED>19930319
</FORMER-COMPANY>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>LAMAR ADVERTISING CO/NEW
<CIK>0001090425
<ASSIGNED-SIC>7311
<IRS-NUMBER>721449411
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-30242
<FILM-NUMBER>051264143
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>C/O LAMAR ADVERTISING COMPANY
<STREET2>5551 CORPORATE BOULEVARD
<CITY>BATON ROUGE
<STATE>LA
<ZIP>70808
<PHONE>2259261000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>C/O LAMAR ADVERTISING COMPANY
<STREET2>5551 CORPORATE BOULEVARD
<CITY>BATON ROUGE
<STATE>LA
<ZIP>70808
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>LAMAR NEW HOLDING CO
<DATE-CHANGED>19990716
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>b58122lae8vk.htm
<DESCRIPTION>LAMAR ADVERTISING COMPANY
<TEXT>
<HTML>
<HEAD>
<TITLE>e8vk</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>




<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>WASHINGTON, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM 8-K</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>CURRENT REPORT<BR>
Pursuant to Section&nbsp;13 or 15(d) of the<BR>
Securities Exchange Act of 1934</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt">Date of Report (Date of earliest event reported): <B>December&nbsp;8, 2005</B>
</DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>LAMAR ADVERTISING COMPANY</B>
</DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>LAMAR MEDIA CORP.</B>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">(Exact name of registrants as specified in their charters)</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><B>Delaware<BR>
Delaware</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>0-30242<BR>
1-12407</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>72-1449411<BR>
72-1205791</B></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(States or other jurisdictions<BR>
of incorporation)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Commission File<BR>
Numbers)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(IRS Employer<BR>
Identification Nos.)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>5551 Corporate Boulevard, Baton Rouge, Louisiana 70808</B></DIV>

<DIV align="center" style="font-size: 10pt">(Address of principal executive offices and zip code)</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>(225)&nbsp;926-1000</B></DIV>

<DIV align="center" style="font-size: 10pt">(Registrants&#146; telephone number, including area code)</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="Wingdings">&#111;</FONT> Written communications pursuant to Rule&nbsp;425 under the Securities Act (17 CFR
230.425)
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="Wingdings">&#111;</FONT> Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17 CFR
240.14a-12)
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule&nbsp;14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule&nbsp;13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
</DIV>

<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>





<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link2 "Item&nbsp;1.01 Entry into a Material Definitive Agreement." -->

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;1.01 Entry into a Material Definitive Agreement.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">On December&nbsp;8, 2005, the Board of Directors of Lamar Advertising Company (the &#147;Company&#148;) approved
the Lamar Deferred Compensation Plan (the &#147;New Plan&#148;). The New Plan is an amendment and
restatement of the Lamar Texas Limited Partnership Its Affiliates and Subsidiaries Deferred
Compensation Plan (the &#147;Old Plan&#148;) and the terms of the New Plan will supersede the terms of the
Old Plan. The Old Plan was amended (1)&nbsp;to comply with the requirements of Section&nbsp;409A of the
Internal Revenue Code applicable to deferred compensation (&#147;Section&nbsp;409A&#148;) and (2)&nbsp;to reflect
changes in the administration of the Plan. The Company&#146;s Board of Directors also approved the
adoption of a grantor trust (the &#147;Trust&#148;) pursuant to which amounts may be set aside, but remain
subject to claims of the Company&#146;s creditors, for payments of liabilities under the New Plan,
including amounts contributed under the Old Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The New Plan is intended to provide a select group of management or highly-compensated employees
with additional compensation, payment of which is deferred until a later date. The Company may
make certain specified contributions to participants in the New Plan each year. The investment of
these amounts will be directed by the participants. In general, a participant&#146;s account will be
paid to him/her upon the earlier to occur of death, disability or a separation from service. The
New Plan also provides that it will be operated in accordance with Section&nbsp;409A.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Plan will be administered by the Compensation Committee of the Company&#146;s Board of Directors and
governed under Louisiana law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Company intends to maintain the Trust for the purpose of tracking and accruing amounts to pay
benefits under the New Plan. Amounts contributed under the Old Plan will be transferred to the
Trust. Participants will have no right to any assets of the Trust.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The descriptions set forth above do not purport to be complete and are qualified in their entirety
by reference to the full text of the Plan attached hereto as
Exhibit&nbsp;10.1 and the form of Trust Agreement for the Lamar
Deferred Compensation Plan
attached hereto as Exhibit&nbsp;10.2, each of which are incorporated herein by reference.
</DIV>

<!-- link2 "Item&nbsp;1.02 Termination of a Material Definitive Agreement." -->

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;1.02 Termination of a Material Definitive Agreement.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The information in Item&nbsp;1.01 above is incorporated by reference herein.
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<!-- link2 "Item&nbsp;9.01. Financial Statements and Exhibits." -->

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;9.01. Financial Statements and Exhibits.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt">(d)&nbsp;Exhibits
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="7%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="70%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>No.</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Lamar Deferred Compensation Plan, as adopted on December&nbsp;8, 2005.&nbsp;Filed herewith.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Trust Agreement for the
Lamar Deferred Compensation Plan. Filed herewith.</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link1 "SIGNATURES" -->

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly
caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
</DIV>


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">Date: December 14, 2005                 &nbsp;</TD>
    <TD colspan="3" align="left">LAMAR ADVERTISING COMPANY<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Keith A. Istre
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Keith A. Istre&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Treasurer and Chief Financial Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left"><B>LAMAR MEDIA CORP.</B><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Keith A. Istre
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Keith A. Istre&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Treasurer and Chief Financial Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link1 "EXHIBIT INDEX" -->

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXHIBIT INDEX</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="7%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="70%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>No.</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Lamar Deferred Compensation Plan, as adopted on December&nbsp;8, 2005.&nbsp;Filed herewith.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Trust Agreement for the
Lamar Deferred Compensation Plan. Filed herewith.</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>


</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>b58122laexv10w1.txt
<DESCRIPTION>EX-10.1 LAMAR DEFERRED COMPANSATION PLAN
<TEXT>
<PAGE>
                                                                    Exhibit 10.1

                        LAMAR DEFERRED COMPENSATION PLAN

<PAGE>
                                                                               .
                                                                               .
                                                                               .

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
SECTION 1. THE PLAN......................................................     1
   1.1  History of the Plan..............................................     1
   1.2  Purpose..........................................................     1

SECTION 2. DEFINITIONS...................................................     1
   2.1  "Account"........................................................     1
   2.2  "Beneficiary"....................................................     1
   2.3  "Board"..........................................................     1
   2.4  "Code"...........................................................     1
   2.5  "Committee"......................................................     1
   2.6  "Company"........................................................     2
   2.7  "Contributions"..................................................     2
   2.8  "Disability".....................................................     2
   2.9  "Effective Date".................................................     2
   2.10 "Eligible Employee"..............................................     2
   2.11 "ERISA"..........................................................     2
   2.12 "Participant"....................................................     2
   2.13 "Participation Agreement"........................................     2
   2.14 "Plan Year"......................................................     2
   2.15 "Separation from Service"........................................     2
   2.16 "Specified Employee".............................................     2
   2.17 "Trustee"........................................................     2

SECTION 3. PARTICIPATION.................................................     3
   3.1  Eligibility......................................................     3
   3.2  Election to Participate..........................................     3
   3.3  Termination of Eligibility.......................................     3

SECTION 4. CONTRIBUTIONS.................................................     3
   4.1  Accounts.........................................................     3
   4.2  Investment of Accounts...........................................     3

SECTION 5. PAYMENT OF ACCOUNT............................................     4
   5.1  General..........................................................     4
</TABLE>


                                       -i-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
   5.2  Separation from Service..........................................     4
   5.3  Change of Distribution Election..................................     4
   5.4  Death Benefits...................................................     5
   5.5  Disability.......................................................     5
   5.6  Distributions for Payment of Employment Taxes....................     5
   5.7  Forfeiture of Benefits...........................................     6
   5.8  Delay of Payments Under Certain Circumstances....................     6

SECTION 6. RIGHTS OF PARTICIPANTS........................................     6
   6.1  Contractual Obligation...........................................     6
   6.2  Unsecured Interest...............................................     7
   6.3  Company's Right to Anticipate Plan Obligations...................     7

SECTION 7. ADMINISTRATION................................................     7
   7.1  Administration...................................................     7
   7.2  Indemnification..................................................     8
   7.3  Expenses.........................................................     8
   7.4  Tax Withholding..................................................     8
   7.5  Claims Procedure.................................................     8

SECTION 8. MISCELLANEOUS.................................................    10
   8.1  Non-Transferability..............................................    10
   8.2  Facility of Payment..............................................    10
   8.3  Nonalienation....................................................    10
   8.4  Discretionary Decisions..........................................    10
   8.5  Rights Against the Company.......................................    10
   8.6  Applicable Law and Construction..................................    11
   8.7  Illegality of Particular Provision...............................    11

SECTION 9. AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION............    11
</TABLE>


                                      -ii-

<PAGE>

                        LAMAR DEFERRED COMPENSATION PLAN

                               SECTION 1. THE PLAN

     1.1 HISTORY OF THE PLAN

     Lamar Texas Limited Partnership and its affiliates and subsidiaries
established an unfunded deferred compensation plan for certain eligible
employees, known as the "Lamar Texas Limited Partnership Its Affiliates and
Subsidiaries Deferred Compensation Plan."

     In response to certain enacted legislation known as the "American Jobs
Creation Act of 2004," the Board of Directors of Lamar Advertising Company
hereby amends and restates the Lamar Texas Limited Partnership and Its
Affiliates and Subsidiaries Deferred Compensation Plan as the "Lamar Deferred
Compensation Plan" (hereinafter referred to as the "Plan"), for contributions
made on and after January 1, 2006, for eligible employees.

     1.2 PURPOSE

     The Plan is intended to provide a select group of management or
highly-compensated employees with additional compensation, payment of which is
deferred until a later date. The Plan is intended to be exempt from the
application of the Employee Retirement Income Security Act of 1974, as amended.

                             SECTION 2. DEFINITIONS

     Capitalized terms used in the Plan shall have the respective meanings set
forth below. As the context may require, the singular shall include the plural.

     2.1 "ACCOUNT" shall mean a Participant's Account to which the Contributions
for a Participant are credited on the books of the Company.

     2.2 "BENEFICIARY" shall mean the person designated as a beneficiary under
Section 5.4, including any charitable organization (as defined in Section
501(c)(3) of the Code), estate, trust, or other estate planning entity.

     2.3 "BOARD" shall mean the Board of Directors of Lamar Advertising Company.

     2.4 "CODE" shall mean the Internal Revenue Code of 1986, as amended. All
citations to Sections of the Code are to such Sections as they may from time to
time be amended or renumbered.

     2.5 "COMMITTEE" shall mean the Compensation Committee of the Board, or such
other person or persons as may be appointed from time to time by the Board to
act as the Plan's Committee.

     2.6 "COMPANY" shall mean Lamar Media Corp. and (except where the context
requires otherwise) its affiliates and subsidiaries which adopt the Plan.

<PAGE>

     2.7 "CONTRIBUTIONS" shall mean the contributions, if any, made by the
Company to the Participants' Accounts pursuant to Section 4.1.

     2.8 "DISABILITY" shall mean that the Participant (i) is unable to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, or (ii) is,
by reason of any medically determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, receiving income replacement benefits for a
period of not less than 3 months under an accident and health plan of the
Company.

     2.9 "EFFECTIVE DATE" shall mean January 1, 2006.

     2.10 "ELIGIBLE EMPLOYEE" shall mean an employee who (i) is classified by
the Committee as management or a highly compensated employee, (ii) is employed
full-time by the Company, (iii) has reached his/her thirtieth (30th) birthday,
(iv) has completed 10 years of service with the Company, (v) has reached the
status of manager and (vi) is designated as an Eligible Employee by the
Committee. With respect to requirement (iv) in the preceding sentence, years of
service with a predecessor employer will not be counted.

     2.11 "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended. All citations to Sections of ERISA are to such Sections as
they may from time to time be amended or renumbered.

     2.12 "PARTICIPANT" shall mean an Eligible Employee who participates in the
Plan pursuant to Section 3.

     2.13 "PARTICIPATION AGREEMENT" shall mean a completed agreement between a
Participant and the Company, which shall include any amendments, attachments and
appendices thereto, in such form approved by the Administrator and filed in
accordance with Section 3.2.

     2.14 "PLAN YEAR" shall mean the calendar year.

     2.15 "SEPARATION FROM SERVICE" shall mean a termination of employment from
the Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and the
guidance issued pursuant thereto.

     2.16 "SPECIFIED EMPLOYEE" shall mean a key employee (as defined in Section
416(i) of the Code without regard to paragraph (5) thereof). For purposes of
determining a Specified Employee, the identification date shall be December 31.

     2.17 "TRUSTEE" shall mean T. Rowe Price Trust Company, a Maryland limited
purpose trust company.


                                       -2-

<PAGE>

                            SECTION 3. PARTICIPATION

     3.1 ELIGIBILITY

     Each Eligible Employee may become a Participant in the Plan. In the event
that a Participant who is an employee of the Company ceases for any reason to be
employed in a position which is included within the definition of Eligible
Employee, but the individual remains with the Company as an employee, then any
amounts in such Participant's Account shall remain subject to the terms of this
Plan until otherwise distributable in accordance with Section 5.

     3.2 ELECTION TO PARTICIPATE

     The Committee, in its sole discretion, may provide such election periods
with respect to the completion of Participation Agreements as it deems
appropriate for the administration of the Plan and which comply with Section
409A of the Code and applicable guidance.

     3.3 TERMINATION OF ELIGIBILITY

     An individual shall cease to be a Participant as of the date the
Participant's Account is fully paid-out.

                            SECTION 4. CONTRIBUTIONS

     4.1 ACCOUNTS

     The Company shall establish and maintain an Account for each Participant
under the Plan on whose behalf a Company Contribution is credited to the
Participant. For each year, the Company shall have the option to credit to the
appropriate Account the amounts approved by the Committee. Periodically, each
Participant shall be furnished with a statement setting forth the value of the
Participant's Account.

     4.2 INVESTMENT OF ACCOUNTS

     A Participant may direct the investment of his or her Accounts, subject to
the following:

          (a) The Company shall determine the investments which will be made
available as investment options under the Plan from time to time and may but
shall not be required to invest the Account in the manner directed by a
Participant.

          (b) All investment directions shall be in accordance with such rules
and regulations as the Company may establish from time to time for this purpose.

          (c) All earnings and losses on the investments held for a
Participant's Account shall be credited to such Account.

          (d) The Company (or its Trustee) shall at all times retain title to
all assets held for the Accounts, and shall have the voting power with respect
to all stock or other securities held for the Accounts.


                                      -3-

<PAGE>

          (e) The Accounts shall be valued by the Company (or its Trustee) at
fair market value as of the last day of each calendar quarter and at such other
times as may be necessary for the proper administration of the Plan.

                          SECTION 5. PAYMENT OF ACCOUNT

     5.1 GENERAL

     At the time a Participant executes a Participation Agreement, the
Participant shall duly designate, execute, and file with the Committee (on the
Participation Agreement or other appropriate form designated by the Committee)
the method of payment of the Participant's Account. Except as otherwise
permitted by the Internal Revenue Service or the US Treasury under Section 409A
of the Code, a Participant's Account shall not be distributed earlier than (i)
the Participant's Separation from Service from the Company, (ii) the
Participant's death, (iii) the Participant's Disability, or (iv) the date
necessary to satisfy the Participant's employment tax obligations on the Company
FICA Amount (as described in Section 5.6). Except as otherwise provided in the
Plan, an election with respect to the method of payment shall be irrevocable.

     5.2 SEPARATION FROM SERVICE

     Subject to the provisions of this Section 5 regarding payment upon death
and Disability, at the time a Participant first executes a Participation
Agreement under Section 3.2, or changes a distribution election in accordance
with Section 5.3, the Participant shall elect one of the following methods of
payment for the amount in the Participant's Account upon Separation from
Service:

          (a) Lump Sum. The Participant shall receive a single sum cash payment
equal to the amount credited to the Participant's Account. The amount of the
Participant's Account shall be paid as soon as practicable but no more than 60
days following the Participant's Separation from Service.

          (b) Installments. A Participant may elect to receive distribution of
the Participant's Account in installments (not more frequently than quarterly)
over a period up to 5 years. Payments shall commence as soon as practicable but
no more than 60 days following Separation from Service, and the amount of each
installment paid shall equal the balance in the Participant's Account, divided
by the number of remaining installments.

          (c) Distributions to Specified Employees. Notwithstanding anything to
the contrary provided in this Plan, distributions to Specified Employees upon
Separation from Service, other than distributions due to death, shall not
commence until at least 6 months after Separation from Service. A Participant's
Account shall continue to be invested pursuant to Section 4.2.

     5.3 CHANGE OF DISTRIBUTION ELECTION

     A Participant may change an election under Section 5.2 to delay payment or
change the form of payment at any time prior to commencement of distribution by
duly completing, executing, and filing with the Committee a new election on an
appropriate form designated by


                                       -4-

<PAGE>

the Committee; provided however, that for any change of election to become
effective: (i) such subsequent election may not take effect until at least 12
months after the date on which the election is made and (ii) in the case of an
election (other than for reason of the Participant's death or Disability), the
first payment with respect to which such election is made must be deferred for a
period of not less than 5 years from the date such payment would otherwise have
been made. In the event a Participant has not made an election under Section 5.2
that is effective upon Separation from Service, then the Participant shall
receive a lump sum distribution under Section 5.2.

     5.4 DEATH BENEFITS

     At the time the Participant executes a Participation Agreement and at any
time thereafter, the Participant may designate a Beneficiary (or change a
Beneficiary designation) to receive the unpaid amount under the Participant's
Account in the event of the death of the Participant by duly completing,
executing, and filing with the Committee before the Participant's death the
appropriate form designated by the Committee. In the event of the death of the
Participant prior to Separation from Service, the unpaid amount shall be paid in
a lump sum cash payment to the Participant's Beneficiary unless the Participant
has directed that payment of the Participant's Account is to be made upon the
Participant's death in one of the other methods of payment described in Section
5.2. Such payment shall be paid as soon as practicable but no more than 60 days
following the death of the Participant. In the event of the death of the
Participant on or after Separation from Service, the unpaid amount shall be paid
to the Participant's Beneficiary in accordance with the method of payment
elected by the Participant for distribution upon Separation of Service unless
the Participant has directed that upon the Participant's death, payment is to be
made in one of the other methods of payment described in Section 5.2.

     In the event a Participant has failed to make an effective Beneficiary
designation in accordance with this Section or the individual named in an
effective Beneficiary election is not alive at the time of the Participant's
death, then the death benefits payable hereunder shall be paid to the
Participant's estate as soon as practicable in a lump sum.

     5.5 DISABILITY

     Upon a determination by the Committee that a Participant has incurred a
Disability, the Participant's Account shall be paid to the Participant in a lump
sum payment unless the Participant has directed that payment of the
Participant's Account is to be made upon the Participant's Disability in one of
the other methods of payment described in Section 5.2. Such payment shall be
paid as soon as practicable but no more than 60 days following the Committee's
determination that a Participant has incurred a Disability.

     5.6 DISTRIBUTIONS FOR PAYMENT OF EMPLOYMENT TAXES

     The Committee may permit the acceleration of the time or schedule of a
payment to pay the Federal Insurance Contributions Act ("FICA") tax imposed on
compensation deferred under the Plan (the "FICA Amount"). Additionally, the
Committee may permit the acceleration of time or schedule of a payment to pay
the income tax at source on wages imposed on the FICA Amount, and to pay the
additional income tax at source on wages attributable to the pyramiding


                                       -5-

<PAGE>

wages and taxes. However, the total payment under this Section may not exceed
the aggregate of the FICA Amount and the income tax withholding related to such
FICA amount.

     5.7 FORFEITURE OF BENEFITS

     Notwithstanding anything herein contained to the contrary, no payment of a
Participant's Account shall be made and all rights under the Participation
Agreement of the Participant, his or her Beneficiary, executors or
administrators, or any other person, to receive payments thereof shall be
forfeited if the Participant is discharged for malfeasance or wrongful conduct.

     5.8 DELAY OF PAYMENTS UNDER CERTAIN CIRCUMSTANCES

     Notwithstanding the provisions of this Section 5, to the extent permitted
by Section 409A of the Code and the regulations thereunder the Company, in its
discretion, may delay payment to a date after the payment date designated in
such paragraphs under any of the following circumstances:

          (a) Payments Made As Soon As Practicable After the Specified Date.
Payments will be made as soon as practicable after the date specified in this
Section 5 and in any event within the same calendar year or, if later, by the
fifteenth day of the third calendar month following the date specified in this
Section 5.

          (b) Payments that Would Violate a Loan Covenant or Similar Contractual
Requirement. Payment will be delayed where the Committee reasonably anticipates
that the making of the payment will violate a term of a loan agreement or other
similar contract to which the Company is a party and such violation will cause
material harm to the Company; provided that the delayed payment is made at the
earliest date at which the Committee reasonably anticipates that the making of
the payment will not cause such violation, or such violation will not cause
material harm to the Company, and provided that the facts and circumstances
indicate that the Company entered into such loan agreement or other similar
contract for legitimate business reasons and not to avoid the restrictions on
deferral elections and subsequent deferral elections under Section 409A of the
Code.

          (c) Payments that Would Violate Federal Securities Laws or Other
Applicable Law. Payment will be delayed where the Committee reasonably
anticipates that the making of the payment will violate federal securities laws
or other applicable law; provided that the delayed payment is made at the
earliest date at which the Committee reasonably anticipates that the making of
the payment will not cause such violation.

                        SECTION 6. RIGHTS OF PARTICIPANTS

     6.1 CONTRACTUAL OBLIGATION

     All amounts payable in accordance with this Plan shall constitute a general
unsecured obligation of the Company. Such amounts, as well as any administrative
costs relating to the Plan, shall be paid out of the general assets of the
Company, to the extent not paid by a grantor trust established pursuant to
Section 6.3. The Committee may decide that a Participant's Account may be
reduced to reflect allocable administrative expense.


                                       -6-

<PAGE>

     6.2 UNSECURED INTEREST

     Neither the Company nor the Committee in any way guarantees the investment
performance of a Participant's Account. No special or separate fund shall be
established, and no segregation of assets shall be made to assure the payment of
benefits hereunder. No Participant or Beneficiary hereunder shall have any
right, title, or interest whatsoever in any specific asset of the Company.
Nothing contained in this Plan and no action taken pursuant to its provisions
shall create or be construed to create a trust of any kind, or a fiduciary
relationship, between the Company and a Participant or any other person. To the
extent that any person acquires a right to receive payments under this Plan,
such right shall be no greater than the right of any unsecured general creditor
of the Company.

     6.3 COMPANY'S RIGHT TO ANTICIPATE PLAN OBLIGATIONS

     The Company may, for administrative reasons, establish a grantor trust for
the benefit of Participants participating in the Plan. The assets of said trust,
as well as any insurance contracts held by such trust, shall be held separate
and apart from other Company funds and shall be used exclusively for the
purposes set forth in the Plan and the applicable trust agreement, subject to
the following conditions:

          (a) The creation of said trust shall not cause the Plan to be other
than "unfunded" for purposes of ERISA;

          (b) The Company shall be treated as "grantor" of said trust for
purposes of Section 677 of the Code; and

          (c) Said trust agreement shall provide that its assets may be used to
satisfy claims of the Company's general creditors in the event of the Company's
insolvency, and the rights of such general creditors are enforceable by them
under federal and state law.

                            SECTION 7. ADMINISTRATION

     7.1 ADMINISTRATION

          (a) The Plan shall be administered by the Committee. The Committee may
appoint one or more individuals and delegate such of its powers and duties
described herein as it deems desirable to any such individual, in which case
every reference herein made to the Committee shall be deemed to mean or include
the individuals as to matters within the jurisdiction of such delegations. The
Committee is authorized to construe and interpret all provisions of the Plan, to
remedy any inconsistencies or omissions, to resolve any ambiguities, to adopt
rules and practices concerning the administration of the Plan, and to make any
determinations and calculations necessary or appropriate hereunder. The
determination of the Committee as to any disputed question arising under this
Plan, including questions of construction and interpretation, shall, in all
events, be final, binding, and conclusive on all persons.

          (b) The Committee may engage the services of accountants, attorneys,
actuaries, investment consultants, and such other professional personnel as are
deemed necessary


                                       -7-

<PAGE>

or advisable to assist them in fulfilling their responsibilities under the Plan.
The Committee and their delegates and assistants will be entitled to act on the
basis of all tables, valuations, certificates, opinions, and reports furnished
by such professional personnel.

     7.2 INDEMNIFICATION

     To the extent permitted by law, all agents and representatives of the
Committee shall be indemnified by the Company and saved harmless against any
claims, and the expenses of defending against such claims, resulting from any
action or conduct relating to the administration of the Plan, except claims
arising from gross negligence, willful neglect, or willful misconduct.

     7.3 EXPENSES

     The cost of payments from this Plan and the expenses of administering the
Plan shall be borne by the Company, except as otherwise may be provided herein.

     7.4 TAX WITHHOLDING

     The Company may withhold from any payment that may be obligated under the
Plan, or any other amounts owed by the Company to the Participant or any
Beneficiary, any federal, state, local, or other taxes required by law to be
withheld with respect to such payment and such sums as the Company may
reasonably estimate are necessary to cover any other amounts for which the
Company may be legally liable and which may be assessed with regard to such
payment.

     7.5 CLAIMS PROCEDURE

          (a) Claims. Claims for benefits under the Plan shall be submitted in
writing to the Committee or its designee.

          (b) Denial of Claim. If any claim for benefits is wholly or partially
denied, the claimant shall be given written or electronic notice within 90 days
following the date on which the Committee receives the claim, which notice shall
set forth:

               (i) the specific reason or reasons for the denial;

               (ii) reference to specific Plan provisions on which the denial is
based;

               (iii) a description of any additional material or information
necessary for the claimant to perfect the claim and an explanation of why such
material or information is necessary; and

               (iv) a description of the Plan's claim review procedure.

     If special circumstances require an extension of time for processing the
claim, written notice of an extension shall be furnished to the claimant prior
to the end of the initial period of 90 days following the date on which the
Committee receives the claim. Such an extension may not exceed a period of 90
days beyond the end of said initial period.


                                       -8-

<PAGE>

     Special timeframe for disability benefits: If a claimant makes a claim for
benefits based on the claimant's disability and the claim is wholly or partially
denied, the claimant shall be given written or electronic notice within 45 days
following the date on which the Committee receives the claim. If special
circumstances require an extension of time for processing the claim, the
Committee may take up to two consecutive 30-day extensions of time to decide the
claim. If the Committee uses a 30-day extension, the Committee shall notify the
claimant in writing before the beginning of the 30-day extension.

          (c) Claim Review Procedure. The claimant or the claimant's authorized
representative shall have 60 days after receipt of notification of denial of a
claim to request a review of the denial by making written request to the
Committee and may review pertinent documents and submit issues and comments in
writing within such 60-day period.

     Not later than 60 days after receipt of the request for review, the
Committee shall render and furnish to the claimant a written or electronic
notice of decision. If the claim is wholly or partially denied, the notice shall
include specific reasons for the decision and shall make references to specific
Plan provisions on which it is based. If special circumstances require an
extension of time for processing, the decision shall be rendered not later than
120 days after receipt of the request for review, provided that written notice
and explanation of the delay are given to the claimant prior to commencement of
the extension. Such decision by the Committee shall not be subject to further
review.

     Special timeframe for disability benefits: If the claim for benefits is
based on the claimant's disability, the claimant or the claimant's authorized
representative shall have 180 days after receipt of notification of denial of a
claim to request a review of the denial by making written request to the
Committee. Not later than 45 days after receipt of the request for review, the
Committee shall render and furnish to the claimant a written or electronic
notice of decision. If special circumstances require an extension of time for
processing, the decision shall be rendered not later than 90 days after receipt
of the request for review, provided that written notice and explanation of the
delay are given to the claimant prior to commencement of the extension.

          (d) Exhaustion of Remedy. No claimant shall institute any action or
proceeding in any state or federal court of law or equity or before any
administrative tribunal or arbitrator for a claim for benefits under the Plan
until the claimant has first exhausted the procedures set forth in this Section
7.5.

          (e) Committee Discretion. Benefits under this Plan will be paid only
if the Committee decides in its discretion that the Participant or Beneficiary
is entitled to them.


                                      -9-

<PAGE>

                            SECTION 8. MISCELLANEOUS

     8.1 NON-TRANSFERABILITY

     In no event shall the Company make any payment under this Plan to any
assignee or creditor of a Participant or of a Beneficiary, except as otherwise
required by law. Prior to the time of a payment hereunder, a Participant or a
Beneficiary shall have no rights by way of anticipation or otherwise to assign
or otherwise dispose of any interest under this Plan, nor shall rights be
assigned or transferred by operation of law.

     8.2 FACILITY OF PAYMENT

     In the event the Committee determines that any Participant or Beneficiary
receiving or entitled to receive benefits under the Plan is incompetent to care
for their affairs and in the absence of the appointment of a legal guardian of
the property of the incompetent, benefit payments due under the Plan (unless
prior claim thereto has been made by a duly qualified guardian, committee, or
other legal representative) may be made to the spouse, parent, brother or
sister, or other person, including a hospital or other institution, deemed by
the Committee to have incurred or to be liable for expenses on behalf of such
incompetent. In the absence of the appointment of a legal guardian of the
property of a minor, any minor's share of benefits payable under the Plan may be
paid to such adult or adults as in the opinion of the Committee have assumed the
custody and principal support of such minor.

     The Committee, however, may require that a legal guardian for the property
of any such incompetent or minor be appointed by a court of competent
jurisdiction before authorizing the payment of benefits in such situation.
Benefit payments made under the Plan in accordance with determinations of the
Committee shall be a complete discharge of any obligation arising under the Plan
with respect to such benefit payments.

     8.3 NONALIENATION

     No benefits payable under the Plan shall be subject to alienation, sale,
transfer, assignment, pledge, attachment, garnishment, lien, levy, or like
encumbrance. No benefit under the Plan shall in any manner be liable for or
subject to the debts or liabilities of any person entitled to benefits under the
Plan.

     8.4 DISCRETIONARY DECISIONS

     All decisions, determinations, or interpretations which the Board, the
Committee, the Company, or any member, officer or employee thereof are
authorized to make under the Plan (including the delegation of any authority
hereunder to another party) shall be made in that party's sole discretion and
shall be final, binding, and conclusive on all interested persons.

     8.5 RIGHTS AGAINST THE COMPANY

     Neither the establishment of the Plan, nor any modification thereof, nor
any payments hereunder shall be construed to give any Participant the right to
be retained in the service of the


                                      -10-

<PAGE>

Company or, in the case of an employee, to interfere with the right of the
Company to discharge the Participant at any time.

     8.6 APPLICABLE LAW AND CONSTRUCTION

     This Plan shall be governed by, construed and administered in accordance
with the applicable provisions of ERISA, and any other applicable federal law,
including Section 409A of the Code, and to the extent not preempted by federal
law this Plan shall be governed by, construed and administered under the laws of
the State of Louisiana other than its laws respecting conflict of laws. This
instrument shall be binding on all successors and assignees of the Company.

     8.7 ILLEGALITY OF PARTICULAR PROVISION

     The illegality of any particular provision of this document shall not
affect the other provisions, and the document shall be construed in all respects
as if such invalid provision were omitted. If the inclusion of any employee(s)
as a Participant under this Plan would cause the Plan to fail to comply with the
requirements of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, or Section
409A of the Code, then the Plan shall be severed with respect to such
employee(s), who shall be considered to be participating in a separate
arrangement.

          SECTION 9. AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION

     The Company may, at any time, in its sole discretion, amend, modify,
suspend or terminate the Plan in whole or in part, except that no such
amendment, modification, suspension or termination shall have any retroactive
effect to reduce any amounts allocated to a Participant's Account. The authority
to amend or modify the Plan shall include the authority to amend the procedure
for amending or modifying the Plan and the authority to amend or modify any
related instrument or agreement. In the event that this Plan is terminated, the
distribution of the amounts credited to a Participant's Account shall not be
accelerated but shall be paid at such time and in such manner as determined
under the terms of the Plan immediately prior to termination as if the Plan had
not been terminated.


                                      -11-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>b58122laexv10w2.txt
<DESCRIPTION>EX-10.2 FORM OF TRUST AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.2

                       FORM OF TRUST AGREEMENT FOR THE

                       LAMAR DEFERRED COMPENSATION PLAN


         THIS TRUST AGREEMENT is made by and between LAMAR MEDIA CORP., a
Delaware corporation (the "EMPLOYER"), and T. ROWE PRICE TRUST COMPANY, a
Maryland limited purpose trust company (the "TRUSTEE").

                                WITNESSETH THAT:

         WHEREAS, the Employer has established the LAMAR DEFERRED COMPENSATION
PLAN (the "PLAN") as an amendment and restatement of the LAMAR TEXAS LIMITED
PARTNERSHIP ITS AFFILIATES AND SUBSIDIARIES DEFERRED COMPENSATION PLAN (the
"PRIOR PLAN") to provide deferred compensation benefits for a select group of
its management or highly compensated employees;

         WHEREAS, the Employer has incurred or expects to incur liability under
the terms of the Plan with respect to the participants of the Plan and their
beneficiaries (collectively referred to as "TRUST BENEFICIARIES");


         WHEREAS, it is the intention of the Employer to make contributions to a
trust to provide it with a source of funds to assist it in meeting some or all
of its liabilities under the Plan;

         NOW THEREFORE, in consideration of the mutual covenants herein
contained, the Employer and the Trustee declare and agree as follows:

                     SECTION 1. ESTABLISHMENT OF THE TRUST


         1.1 The Employer hereby establishes with the Trustee a trust to accept
such sums of money and other property, including amounts which are transferred
from the Prior Plan's trust (the Trust under the Lamar Corporation Its
Affiliates and Subsidiaries Deferred Compensation Plan), acceptable to the
Trustee as from time to time shall be paid or delivered to the Trustee (the
"TRUST"). All such money and other property, all investments and reinvestments
made therewith or proceeds thereof and all earnings and profits thereon, less
all payments and charges as authorized herein, are hereinafter referred to as
the ("TRUST FUND"). The Trust Fund shall be held, administered and disposed of
by the Trustee in accordance with the provisions of this Trust Agreement.

         1.2 It is the intention of the parties that this Trust shall constitute
an unfunded arrangement and shall not affect the status of the Plan as an
unfunded plan for purposes of Title I of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"). This Trust is not intended to be subject to
Part 4 of Title I of ERISA. The Employer represents that this Trust is not
intended to be and is not subject to Part 4 of Title I of ERISA.

<PAGE>

         1.3 This Trust is intended to be a grantor trust, of which the Employer
is the grantor, within the meaning of subpart E, part I, subchapter J, chapter
1, subtitle A of the Internal Revenue Code of 1986, as amended (the "CODE"), and
shall be construed accordingly.

         1.4 The Trust Fund shall be held separate and apart from other funds of
the Employer and shall be used exclusively for the uses and purposes of Trust
Beneficiaries and general creditors as herein set forth. Trust Beneficiaries
shall have no preferred claim on, or any beneficial ownership interest in, any
assets of the Trust Fund. Any rights credited under the Plan and this Trust
Agreement shall be mere unsecured contractual rights of Trust Beneficiaries
against the Employer. Any assets held in the Trust Fund will be subject to the
claims of the Employer's general creditors under federal and state law in the
event that the Employer is Insolvent, as defined in Section 8.1 hereof.


                      SECTION 2. ACCEPTANCE BY THE TRUSTEE

         The Trustee accepts the Trust established under this Trust Agreement on
the terms and subject to the provisions set forth herein, and it agrees to
discharge and perform fully and faithfully all of the duties and obligations
imposed upon it under this Trust Agreement.

                     SECTION 3. LIMITATION ON USE OF FUNDS


         The Trust established hereby shall be irrevocable and the Employer
shall have no right or power to direct Trustee to return to the Employer or to
divert to others any assets of the Trust Fund before all payment of benefits
have been made to Trust Beneficiaries pursuant to the terms of the Plan;
provided, however, that (i) nothing in this Section 3 shall be deemed to limit
or otherwise prevent the payment from the Trust Fund of expenses and other
charges as provided in Sections 5.1(h), 10.1 and 10.2 of this Trust Agreement or
the application of the Trust Fund as provided in Section 14 of this Trust
Agreement and (ii) the Trust Fund shall at all times be subject to the claims of
the general creditors of the Employer as set forth in Section 8 of this Trust
Agreement. The Trustee shall have no duty to determine whether all benefit
payments have been made to Trust Beneficiaries and may rely on the Employer's
notification regarding such payment.


    SECTION 4. DUTIES AND POWERS OF THE TRUSTEE WITH RESPECT TO INVESTMENTS


         4.1 The Trustee shall invest and reinvest the principal and income of
the Trust Fund and keep the Trust Fund invested, without distinction between
principal and income, solely as directed by the Employer, in publicly traded
common and preferred stocks, publicly traded bonds and other evidences of
indebtedness, governmental obligations, savings and time deposits, certificates
of deposit, cash, guaranteed investment contracts, bank investment contracts,
synthetic investment contracts, individual or group annuity contracts, regulated
investment companies registered under the Investment Company Act of 1940
(including any investment company which has an investment management or other
agreement with an affiliate of the Trustee). The Employer's investment direction
to the Trustee may represent the aggregate of deemed investment elections of
Trust Beneficiaries with respect to amounts allocated to each Trust
Beneficiary's account under the Plan. The Trustee shall have no duty to question
any

                                       2

<PAGE>

action or direction of the Employer or any failure to give directions, or to
make any suggestion to the Employer as to the investment or reinvestment of, or
the disposition of, such assets.

         4.2 Notwithstanding any provisions of this Trust Agreement to the
contrary, the Employer shall not direct the Trustee to invest any portion of the
Trust Fund in any security or other obligation issued by Employer, other than a
de minimis amount held in a common investment vehicle in which the Trustee
invests.

         4.3 During the term of this Trust, all income received in the Trust
Fund, net of expenses and taxes, shall be accumulated and reinvested.

             SECTION 5. ADDITIONAL POWERS AND DUTIES OF THE TRUSTEE

         5.1 Subject to the provisions of Section 4, the Trustee shall have the
following powers and authority with respect to property constituting a part of
the Trust Fund:

                  (a) To receive and hold all contributions paid to it by the
Employer; provided, however, that the Trustee shall have no duty to require any
contributions to be made, or to determine that any of the contributions received
comply with the conditions and limitations of the Plan.

                  (b) At the direction of the Employer, to sell, exchange or
transfer any property at public or private sale for cash or on credit and grant
options for the purchase or exchange thereof, including call options for
property held in the Trust Fund and put options for the purchase of property.

                  (c) To participate in any plan of reorganization,
consolidation, merger, combination, liquidation or other similar plan relating
to any such property, and at the direction of the Employer, to consent to or
oppose any such plan or any action thereunder, or any contract, lease, mortgage,
purchase, sale or other action by any corporation or other entity.

                  (d) To deposit any such property with any protective,
reorganization or similar committee and to pay part of the expenses and
compensation of any such committee and any assessments levied with respect to
any property so deposited.

                  (e) At the direction of the Employer, to exercise any
conversion privilege or subscription right available in connection with any such
property; to oppose or to consent to the reorganization, consolidation, merger
or readjustment of the finances of any corporation, company or association, or
to the sale, mortgage, pledge or lease of the property of any corporation,
company or association any of the securities of which may at any time be held in
the Trust Fund and to do any act with reference thereto, including the exercise
of options, the making of agreements or subscriptions and the payment of
expenses, assessments or subscriptions, which may be deemed necessary or
advisable in connection therewith, and to hold and retain any securities or
other property which it may so acquire.

                  (f) Subject to its proper indemnification as provided in
Section 18, to commence or defend suits or legal

                                       3

<PAGE>

proceedings and to represent the Trust in all suits or legal proceedings; to
settle, compromise or submit to arbitration, any claims, debts or damages, due
or owing to or from the Trust.

                  (g) At the direction of the Employer, to exercise any right,
including the right to vote or tender, appurtenant to any securities or other
such property.

                  (h) To engage any legal counsel, including counsel to the
Employer or counsel to the Trustee, or any other suitable agents, to consult
with such counsel or agents with respect to the construction of this Trust
Agreement, the duties of the Trustee hereunder, the transactions contemplated by
this Trust Agreement or any act which the Trustee proposes to take or omit, to
rely upon the advice of such counsel or agents and to pay its reasonable fees,
expenses and compensation out of the Trust Fund, if not paid by the Employer.

                  (i) To register any securities held by it in its own name or
in the name of any custodian of such property or of its nominee, including the
nominee of any system for the central handling of securities, with or without
the addition of words indicating that such securities are held in a fiduciary
capacity, to deposit or arrange for the deposit of any such securities with such
a system and to hold any securities in bearer form.

                  (j) To make, execute and deliver, as Trustee, any and all
deeds, leases, notes, bonds, guarantees, mortgages, conveyances, contracts,
waivers, releases or other instruments in writing necessary or proper for the
accomplishment of any of the foregoing powers.

                  (k) At the direction of the Employer, to transfer assets of
the Trust Fund to a successor trustee as provided in Section 12.4.

         Each and all of the foregoing powers may be exercised without a court
order or approval.

                    SECTION 6. PAYMENTS TO TRUST BENEFICIARY

         6.1 The Employer shall provide the Trustee with payment instructions
that indicate the amounts payable to each Trust Beneficiary, the form in which
such amounts are to be paid (as provided for under the Plan) and the time of
commencement for payment of such amounts. Except as otherwise provided herein,
the Trustee shall make payments out of the Trust Fund to Trust Beneficiaries in
accordance with such payment instructions. Pursuant to instructions by the
Employer, the Trustee shall withhold federal and state income taxes from each
payment made under this Trust Agreement at the rate(s) designated by the
Employer and shall report and pay such amounts to the appropriate federal and
state taxing authorities. The Trustee shall rely on Employer instructions and
shall have no duty to inquire into the accuracy of such instructions.


         6.2 If any check for a benefit directed to be made from the Trust has
been mailed by the Trustee, by regular United States mail, to the last known
address of the Trust Beneficiary and is returned unclaimed, or if a benefit
payment check is not cashed by the Trust Beneficiary, the Trustee shall notify
the Employer and the Employer shall be responsible for locating such Trust
Beneficiary and for instructing the Trustee on the action to take with respect
to the payment of such Trust Beneficiary's benefits.

                                       4

<PAGE>

         6.3 The entitlement of a Trust Beneficiary to benefits under the Plan
shall be determined by the Employer or its designee (which may not be the
Trustee) and any claim for benefits shall be considered and reviewed under the
claims procedures set forth in the Plan. The Trustee shall follow the
instructions of the Employer and shall have no duty or right to inquire into the
Employer's decision with respect to the payment of benefits and shall be fully
indemnified therefor by the Employer.


         6.4 The Employer may make payment of benefits directly to Trust
Beneficiaries as they become due under the terms of the Plan. The Employer shall
notify the Trustee of its decision to make payment of benefits directly prior to
the time amounts are payable to Trust Beneficiaries. In addition, if the Trust
Fund is not sufficient to make payments of benefits in accordance with the terms
of the Plan, the Employer shall make the balance of each such payment as it
falls due. The Trustee shall notify the Employer where the Trust Fund is not
sufficient to make the requested benefit payments.


         6.5 The Employer shall remain primarily liable to pay benefits under
the Plan. However, the Employer's liability under the Plan shall be reduced or
offset to the extent benefit payments are made from the Trust Fund.

                        SECTION 7. FUNDING OF THE TRUST

         7.1 Funding of the Trust Fund by the Employer is not mandatory.

         7.2 The Employer may at any time or from time to time make additional
deposits of money or other property acceptable to the Trustee to the Trust Fund
to augment the principal to be held, administered and disposed of by the Trustee
as provided in this Trust Agreement. Neither the Trustee nor any Trust
Beneficiary shall have any right to compel such additional deposits.

              SECTION 8. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS
             TO TRUST BENEFICIARIES WHEN THE EMPLOYER IS INSOLVENT.

         8.1 Upon receipt of notification issued in accordance with Section
8.2(a) hereof, the Trustee shall cease payment of benefits to Trust
Beneficiaries if the Employer is Insolvent. The Employer shall be considered
"INSOLVENT" for purposes of this Trust Agreement if: (i) the Board of Directors
or the Chief Executive Officer of the Employer provides written certification to
the Trustee that the Employer is unable to pay its debts as they become due, or
(ii) the Employer is subject to a pending proceeding as a debtor under the
United States Bankruptcy Code.

         8.2 At all times during the continuance of this Trust, as provided in
Section 1.4 hereof, the principal and income of the Trust Fund shall be subject
to the claims of general creditors of the Employer in the event of the
Employer's Insolvency as set forth below:

                  (a) The Board of Directors and the Chief Executive Officer of
the Employer shall have the duty to inform the Trustee in writing if the
Employer becomes Insolvent. If a person claiming to be a creditor of the
Employer alleges in writing to the Trustee that the Employer has become
Insolvent, the Trustee shall determine solely through written certification

                                       5


<PAGE>

of the Employer whether the Employer is Insolvent and, pending such
determination, the Trustee shall discontinue payment of benefits to Trust
Beneficiaries.

                  (b) Unless the Trustee has received written notice from the
Employer or a person claiming to be a creditor of the Employer alleging that the
Employer is Insolvent, the Trustee shall have no duty to inquire whether the
Employer is Insolvent. The Trustee may in all events rely on such certification
concerning the Employer's solvency as may be furnished to the Trustee by the
Employer in accordance with Section 8.2(a) hereof.

                  (c) If at any time the Trustee has received written notice of
Insolvency from the Board of Directors or the Chief Executive Officer of the
Employer, the Trustee shall discontinue payments of benefits under the Plan to
Trust Beneficiaries and shall hold the assets of the Trust Fund for the benefit
of the Employer's general creditors. The Trustee shall deliver the assets of the
Trust Fund to satisfy the claims of the Employer's general creditors as directed
by final order of a court of competent jurisdiction. Nothing in this Trust
Agreement shall in any way diminish any rights of Trust Beneficiaries to pursue
their rights as general creditors of the Employer with respect to benefits due
under the Plan or otherwise.

                  (d) The Trustee shall resume the payment of benefits to Trust
Beneficiaries in accordance with this Trust Agreement only after the Board of
Directors or Chief Executive Officer of the Employer has notified the Trustee in
writing that the Employer is not Insolvent (or is no longer Insolvent).

         8.3 If the Trustee discontinues the payment of benefits from the Trust
Fund pursuant to Section 8.2 hereof and subsequently resumes such payments, the
first payment to each Trust Beneficiary following such discontinuance shall,
provided that there are sufficient assets in the Trust Fund, include the
aggregate amount of all payments which would have been made to such Trust
Beneficiary in accordance with the relevant provisions of the Plan during the
period of such discontinuance, less the aggregate amount of any payments made to
such Trust Beneficiary by the Employer during any such period of discontinuance.

                            SECTION 9. THIRD PARTIES

         A third party dealing with the Trustee shall not be required to make
inquiry as to the authority of the Trustee to take any action nor be under any
obligation to see to the proper application by the Trustee of the proceeds of
sale of any property sold by the Trustee or to inquire into the validity or
propriety of any act of the Trustee.

                  SECTION 10. TAXES, EXPENSES AND TRUSTEE FEES

         10.1 The Employer shall from time to time pay taxes of any and all
kinds whatsoever which at any time are lawfully levied or assessed upon or
become payable in respect of the Trust Fund, the income or any property forming
a part thereof, or any security transaction pertaining thereto. To the extent
that any taxes levied or assessed upon the Trust Fund are not paid by the
Employer, the Trustee shall pay such taxes out of the Trust Fund. The Trustee
shall if requested by the Employer, or may, in its discretion, contest the
validity of taxes in any manner deemed appropriate by the Employer or its
counsel, but at the Employer's expense, and only if it has received an indemnity
bond or other security satisfactory to it to pay any such expenses. In the

                                       6

<PAGE>

alternative, the Employer may itself contest the validity of any such taxes. The
Trustee will withhold federal and state income taxes from any payments made to a
Trust Beneficiary in accordance with Section 6.1 of this Agreement.

         10.2 The Employer shall pay the Trustee a fee of $0.00 annually as
compensation for its services hereunder. The Trustee fee may be changed by the
Trustee upon 90 days prior written notice to the Employer. The Employer also
shall pay the administrative expenses and other expenses incurred by the Trustee
in the performance of its duties under this Trust Agreement, including but not
limited to brokerage commissions, fees of counsel engaged by the Trustee
pursuant to Section 5.1(h) hereof and fees for preparation of annual trust tax
returns. Such fees and expenses shall be charged against and paid from the Trust
Fund, to the extent the Employer does not pay such fees and expenses.

                     SECTION 11. ADMINISTRATION AND RECORDS

         11.1 The Trustee shall keep or cause to be kept accurate and detailed
accounts of any investments, receipts, disbursements and other transactions
under the Trust and all accounts, books and records relating thereto shall be
open to inspection and audit at all reasonable times by any person designated by
the Employer. All such accounts, books and records shall be preserved (in
original form, or on microfilm, magnetic tape or any other similar process) for
such period as the Trustee may determine, but the Trustee may only destroy such
accounts, books and records after first notifying the Employer in writing of its
intention to do so and transferring to Employer any of such accounts, books and
records requested.

         11.2 Within ninety (90) days after the close of each Plan Year (as such
term is defined in the Plan), and within ninety (90) days after the removal or
resignation of the Trustee or the termination of the Trust, the Trustee shall
file with the Employer a written account setting forth all investments,
receipts, disbursements and other transactions effected by it during the
preceding Plan Year, or during the period from the close of the preceding Plan
Year to the date of such removal, resignation or termination, including a
description of all investments and securities purchased and sold with the cost
or net proceeds of such purchases or sales and showing all cash, securities and
other property held at the end of such Plan Year or other period. Upon the
expiration of ninety (90) days from the date of filing such annual or other
account, the Trustee shall to the maximum extent permitted by applicable law be
forever released and discharged from all liability and accountability with
respect to the propriety of its acts and transactions shown in such account
except with respect to any such acts or transactions as to which the Employer
shall within such ninety (90) day period file with the Trustee written
objections.

         11.3 The Trustee shall upon the Employer's reasonable request permit an
independent public accountant selected by the Employer to have access during
ordinary business hours to such records as may be necessary to audit the
Trustee's accounts for the Trust.

         11.4 As of each valuation date set forth in the Plan and at such other
times as is necessary or as the Trustee and Employer agree, the fair market
value of the assets held in the Trust Fund shall be determined. The valuation
shall be based, without independent investigation, upon valuations provided by
investment managers, trustees of common trust funds, sponsors of mutual funds
and records of securities exchanges. Notwithstanding the foregoing, the Trustee

                                       7

<PAGE>

shall not be responsible for providing the value of any bank investment
contracts, structured or synthetic investment contracts or insurance contracts,
or for any asset which is not liquid or not publicly traded, the value of which
shall be provided by the Employer. The Trustee may obtain the opinions of
qualified appraisers, as necessary in the discretion of the Trustee, to
determine the fair market value of any security or other obligation issued by
the Employer, the fees of which appraiser shall, unless paid by the Employer, be
paid from the Trust Fund.

         11.5 Nothing contained in this Trust Agreement shall be construed as
depriving the Trustee or Employer of the right to have a judicial settlement of
the Trustee's accounts.

         11.6 In the event of the removal or resignation of the Trustee, the
Trustee shall deliver to the successor trustee all records which shall be
required by the successor trustee to enable it to carry out the provisions of
this Trust Agreement.

         11.7 The Trustee shall prepare and file such tax reports and other
returns as the Employer and the Trustee may from time to time agree to in
writing.

             SECTION 12. REMOVAL OR RESIGNATION OF THE TRUSTEE AND
                        DESIGNATION OF SUCCESSOR TRUSTEE

         12.1 At any time the Employer may remove the Trustee with or without
cause, upon at least sixty (60) days advance written notice to the Trustee.

         12.2 The Trustee may resign at any time upon at least sixty (60) days
advance written notice to the Employer.

         12.3 In the event of such removal or resignation, the Trustee shall
duly file with the Employer a written account as provided in Section 11.2 of
this Trust Agreement for the period since the last previous annual accounting,
listing the investments of the Trust and any uninvested cash balance thereof,
and setting forth all receipts, disbursements, distributions and other
transactions respecting the Trust not included in any previous account, and if
written objections to such account are not filed as provided in Section 11.2,
the Trustee shall to the maximum extent permitted by applicable law be forever
released and discharged from all liability and accountability with respect to
the propriety of its acts and transactions shown in such account.

         12.4 Prior to the effective date of the removal or resignation of the
Trustee, the Employer shall designate a successor trustee qualified to act
hereunder. In the event that the Employer fails to designate a successor trustee
as of the effective date of the Trustee's resignation or removal, the Trustee
shall have the right to apply to a court of competent jurisdiction for the
appointment of a successor. All of the Trustee's expenses in such court
proceeding, including attorneys' fees, shall, if not paid by the Employer, be
allowed as administrative expenses of the Trust. Each such successor trustee,
during such period as it shall act as such, shall have the powers and duties
herein conferred upon the Trustee, and the word "Trustee" wherever used herein,
except where the context otherwise requires, shall be deemed to include any
successor trustee. Upon designation of a successor trustee and delivery to the
resigned or removed Trustee of written acceptance by the successor trustee of
such designation, such resigned or removed Trustee shall promptly assign,
transfer, deliver and pay over to such

                                       8

<PAGE>

Trustee, in conformity with the requirements of applicable law, the funds and
properties in its control or possession then constituting the Trust Fund.

        SECTION 13. ENFORCEMENT OF TRUST AGREEMENT AND LEGAL PROCEEDINGS

         The Employer shall have the right to enforce any provision of this
Trust Agreement, and any Trust Beneficiary shall have the right as a beneficiary
of the Trust to enforce any provision of this Trust Agreement that affects the
right, title and interest of such Trust Beneficiary in the Trust. In any action
or proceedings affecting the Trust, the only necessary parties shall be the
Employer, the Trustee and the Trust Beneficiaries and, except as otherwise
required by applicable law, no other person shall be entitled to any notice or
service of process. Any judgment entered in such an action or proceedings shall,
to the maximum extent permitted by applicable law, be binding and conclusive on
all persons having or claiming to have any interest in the Trust.

                     SECTION 14. TERMINATION AND SUSPENSION

         The Trust shall terminate when all payments, which have or may become
payable to Trust Beneficiaries pursuant to the terms of the Plan, have been made
or the Trust Fund has been exhausted. The Employer also may terminate the Trust
prior to the time that all benefit payments have been made pursuant to the Plan,
upon written approval of all Trust Beneficiaries entitled to payment of benefits
under the Plan. The Trustee shall have no duty to determine whether all benefit
payments have been made to Trust Beneficiaries and may rely on the Employer's
notification regarding such payment. Upon termination of the Trust, all
remaining assets shall then be paid by the Trustee to Employer.

                             SECTION 15. AMENDMENTS

         15.1 The Employer and the Trustee may from time to time by written
instrument, amend any or all of the provisions of this Trust Agreement.
Notwithstanding the foregoing, no such amendment shall conflict with the terms
of the Plan or shall make the Trust revocable after it has become irrevocable in
accordance with Section 3 hereof.

         15.2 The Employer shall furnish the Trustee with a copy of all
amendments to the Plan prior to their adoption.

                           SECTION 16. NONALIENATION

         Except insofar as applicable law may otherwise require and subject to
Sections 1, 3 and 8 of this Trust Agreement: (i) no amount payable to or in
respect of any Trust Beneficiary at any time under the Trust shall be subject to
any manner of alienation by anticipation, sale, transfer, assignment,
bankruptcy, pledge, attachment, charge or encumbrance of any kind, and any
attempt to so alienate, sell, transfer, assign, pledge, attach, charge or
otherwise encumber any such amount, whether presently or thereafter payable,
shall be void; and (ii) the Trust Fund shall in no manner be liable for or
subject to the debts or liabilities of any Trust Beneficiary.

                                       9

<PAGE>

                           SECTION 17. COMMUNICATIONS

         17.1 Communications to the Employer shall be addressed to the Employer
at Lamar Media Corp., 5551 Corporate Boulevard, P. O. Box 66338, Baton Rouge,
Louisiana 70896, provided, however, that upon the Employer's written request,
such communications shall be sent to such other address as the Employer may
specify.

         17.2 Communications to the Trustee shall be addressed to T. Rowe Price
Trust Company at 100 East Pratt Street, Baltimore, Maryland 21202; Attention
Legal Department; provided, however, that upon the Trustee's written request,
such communications shall be sent to such other address as the Trustee may
specify.

         17.3 No communication shall be binding on the Trustee until it is
received by the Trustee, and no communication shall be binding on the Employer
until it is received by the Employer.

         17.4 Any action of the Employer pursuant to this Trust Agreement,
including all orders, requests, directions, instructions, approvals and
objections of the Employer to the Trustee, shall be in writing or by such
electronic transmission as agreed upon by the Employer and the Trustee, signed
on behalf of the Employer by any duly authorized officer of the Employer. Any
communication by a Trust Beneficiary with the Trustee must be in writing in
order to have effect. The Trustee may rely on, and will be fully protected with
respect to, any such action taken or omitted in reliance on any information,
order, request, direction, instruction, approval, objection, or list delivered
to the Trustee by the Employer.

                          SECTION 18. INDEMNIFICATION

         The Employer shall indemnify and hold harmless the Trustee (including
its affiliates, representatives, agents and employees) from and against any
liability, cost or other expense, including, but not limited to, the payment of
attorneys' fees that the Trustee incurs in prosecuting or defending against any
claim or litigation in connection with the Trust or that the Trustee otherwise
incurs in connection with this Trust Agreement or the Plan, unless such
liability, cost or other expense arises from the Trustee's own willful
misconduct or gross negligence.

                      SECTION 19. MISCELLANEOUS PROVISIONS

         19.1 Successors and Assigns. This Trust Agreement shall be binding upon
and inure to the benefit of the Employer and the Trustee and their respective
successors and assigns.

         19.2 No Assumption/Limitation of Duties. The Trustee assumes no
obligation or responsibility with respect to any action required by this Trust
Agreement on the part of the Employer. The duties of the Trustee with respect to
the Plan and this Trust are limited to those as set forth under the terms of
this Trust Agreement.

         19.3 Headings. Titles to the Sections as well as all headings and
subheadings of this Trust Agreement are included for convenience only and shall
not control the meaning or interpretation of any provision of this Trust
Agreement.

                                       10

<PAGE>

         19.4 Conflict with Plan. In the event of any conflict between the
provisions of the Plan document and this Trust Agreement, the provisions of this
Trust Agreement shall prevail.

         19.5 Construction. Whenever used in this Trust Agreement, unless the
context indicates otherwise, the singular shall include the plural, the plural
shall include the singular, and the male gender shall include the female gender.

         19.6 Severability. If any provision of this Trust Agreement is held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provision, and this Agreement shall be construed and enforced as if
such provision had not been included.

         19.7 Law to Govern. This Trust Agreement and the Trust established
hereunder shall be governed by and construed, enforced and administered in
accordance with the laws of the State of Maryland and the Trustee shall be
liable to account only in the courts of the State of Maryland.

         19.8 Counterparts. This Trust Agreement may be executed in any number
of counterparts, each of which shall be deemed to be the original and all of
which together shall constitute one and the same instrument.

         19.9 Trustee as Successor Trustee. If the Trustee is acting as a
successor trustee with respect to the Trust, the Employer shall indemnify the
Trustee against all liabilities with respect to the Trust arising prior to the
appointment of the Trustee and its acceptance thereof.

         19.10 Patriot Act Compliance. Pursuant to federal law, the Trustee is
required to obtain certain information relating to the Trust and/or the Employer
and to verify and maintain the information. Also under federal law, the Trustee
is required to provide the following notice: Before the Trust can be funded, the
Trustee must have or be provided with: (a) the taxpayer identification number of
the Trust and/or the Employer (or have a copy of a submitted taxpayer
identification number application for the Trust); (b) a signed copy of the Trust
Agreement; and (c) the Employer's street address (a place to contact the
Employer for matters regarding the Trust). If the Trustee is not provided or
able to verify any such information, the Trust may be frozen or closed.

         19.11 Effective Date. This Agreement shall be effective as of the date
of transfer to T. Rowe Trust Company of the assets which are to be held in trust
pursuant to this Agreement but in any event no earlier than January 1, 2006.

         19.12 Signature Authority and Conformity with the Plan. The person
executing this Trust Agreement on behalf of the Employer certifies that he or
she is duly authorized by the Employer consistent with the terms of the Plan to
do so. The Employer represents that copies of all Plan documents as in effect on
the date of this Trust Agreement have been delivered to the Trustee.

         IN WITNESS WHEREOF, this Trust Agreement has been duly executed by the
parties hereto.

                                       11

<PAGE>

Attest/Witness:                       LAMAR MEDIA CORP.


                                      By:
--------------------------------         ---------------------------------------

                                      Title:
                                            ------------------------------------

                                      Date:
                                           -------------------------------------


Attest/Witness:                       T. ROWE PRICE TRUST COMPANY


                                      By:
--------------------------------         ---------------------------------------
                                               Vice President

                                      Date:
                                           -------------------------------------

                                       12
</TEXT>
</DOCUMENT>
</SUBMISSION>
