UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

     [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                       For the period ended June 30, 2003
                                       or

     [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

        For the transition period from _______________ to _______________

                         Commission File Number 0-30242
                            LAMAR ADVERTISING COMPANY
                         Commission File Number 1-12407
                                LAMAR MEDIA CORP.

           (Exact name of registrants as specified in their charters)

                                                      
     Delaware                                            72-1449411
     Delaware                                            72-1205791
     (State or other jurisdiction of                     (I.R.S. Employer or
     incorporation organization)                         Identification No.)
     5551 Corporate Blvd., Baton Rouge, LA               70808
     (Address of principle executive offices)            (Zip Code)

       Registrants' telephone number, including area code: (225) 926-1000

Indicate by check mark whether each registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes (X) No ( )

Indicate by check mark whether Lamar Advertising Company is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act: Yes (X) No ( )

Indicate by check mark whether Lamar Media Corp. is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act: Yes ( ) No (X)

The number of shares of Lamar Advertising Company's Class A common stock
outstanding as of August 8, 2003: 86,831,208

The number of shares of the Lamar Advertising Company's Class B common stock
outstanding as of August 8, 2003: 16,417,073

The number of shares of Lamar Media Corp. common stock outstanding as of
August 8, 2003: 100

THIS COMBINED FORM 10-Q IS SEPARATELY FILED BY (i) LAMAR ADVERTISING COMPANY AND
(ii) LAMAR MEDIA CORP. (WHICH IS A WHOLLY OWNED SUBSIDIARY OF LAMAR ADVERTISING
COMPANY). LAMAR MEDIA CORP. MEETS THE CONDITIONS SET FORTH IN GENERAL
INSTRUCTION H(1) (a) AND (b) OF FORM 10-Q AND IS, THEREFORE, FILING THIS FORM
WITH THE REDUCED DISCLOSURE FORMAT PERMITTED BY SUCH INSTRUCTION.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This combined Quarterly Report on Form 10-Q of Lamar Advertising Company and
Lamar Media Corp. contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These are statements that relate to future periods and
include statements about the Company's, and Lamar Media's:

     o    expected operating results;
     o    market opportunities;
     o    acquisition opportunities;
     o    ability to compete; and
     o    stock price.

Generally, the words anticipates, believes, expects, intends, estimates,
projects, plans and similar expressions identify forward-looking statements.
These forward-looking statements involve known and unknown risks, uncertainties
and other important factors that could cause the Company's and Lamar Media's
actual results, performance or achievements or industry results, to differ
materially from any future results, performance or achievements expressed or
implied by these forward-looking statements. These risks, uncertainties and
other important factors include, among others:

     o    the performance of the U.S. economy generally and the level of
          expenditures on outdoor advertising particularly;

     o    the Company's ability to renew expiring contracts at favorable rates;

     o    the integration of companies that the Company acquires and its ability
          to recognize cost savings or operating efficiencies as a result of
          these acquisitions;

     o    risks and uncertainties relating to the Company's significant
          indebtedness;

     o    the Company's need for and ability to obtain additional funding for
          acquisitions or operations; and

     o    the regulation of the outdoor advertising industry by federal, state
          and local governments.

For a further description of these and other risks and uncertainties, the
Company encourages you to carefully read the portion of the combined Annual
Report on Form 10-K for the year ended December 31, 2002 of the Company and
Lamar Media (the "2002 Combined Form 10-K") under the caption "Factors Affecting
Future Operating Results" in Item 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations filed with the SEC on March 26,
2003.

The forward-looking statements contained in this combined Quarterly Report on
Form 10-Q speak only as of the date of this combined report. Lamar Advertising
Company and Lamar Media Corp. expressly disclaim any obligation or undertaking
to disseminate any updates or revisions to any forward-looking statement
contained in this combined Quarterly Report to reflect any change in their
expectations with regard thereto or any change in events, conditions or
circumstances on which any forward-looking statement is based.

                                    CONTENTS

                                                                                 Page
                                                                                -------

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

       Lamar Advertising Company

          Condensed Consolidated Balance Sheets as of June 30, 2003 and
          December 31, 2002                                                        1

          Condensed Consolidated Statements of Operations for the three months
          ended June 30, 2003 and 2002 and six months ended June 30, 2003 and
          2002                                                                     2

          Condensed Consolidated Statements of Cash Flows for the six months
          ended June 30, 2003 and 2002                                             3

          Notes to Condensed Consolidated Financial Statements                     4 - 8

       Lamar Media Corp.

          Condensed Consolidated Balance Sheets as of June 30, 2003 and
          December 31, 2002                                                        9

          Condensed Consolidated Statements of Operations for the three months
          ended June 30, 2003 and 2002 and six months ended June 30, 2003 and
          2002                                                                     10

          Condensed Consolidated Statements of Cash Flows for the six months
          ended June 30, 2003 and 2002                                             11

          Notes to Condensed Consolidated Financial Statements                     12

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations                                                              13 - 20

ITEM 3. Quantitative and Qualitative Disclosures About Market Risks                21

ITEM 4. Controls and Procedures                                                    21

PART II - OTHER INFORMATION

ITEM 4. Submission of matters to a vote of security holders                        22

ITEM 6. Exhibits and Reports on Form 8-K                                           22

        Signatures                                                                 22

        Index to Exhibits                                                          23 - 24

PART I - FINANCIAL INFORMATION
ITEM 1.- FINANCIAL STATEMENTS

                          LAMAR ADVERTISING COMPANY AND
                                  SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

                                                                                             June 30,      December 31,
ASSETS                                                                                         2003            2002
- ------                                                                                      ----------     ------------
                                                                                                       
Current assets:
     Cash and cash equivalents                                                              $   10,692       $   15,610
     Cash on deposit for debt extinguishment                                                   301,198          266,657
     Receivables, net of allowance for doubtful accounts of $4,808 and $4,914
         in 2003 and 2002, respectively                                                         98,594           92,382
     Prepaid expenses                                                                           43,293           30,091
     Deferred tax asset                                                                          6,097            6,428
     Other current assets                                                                       10,320            7,315
                                                                                            ----------       ----------
       Total current assets                                                                    470,194          418,483
                                                                                            ----------       ----------

Property, plant and equipment                                                                1,906,285        1,850,657
     Less accumulated depreciation and amortization                                           (621,492)        (566,889)
                                                                                            ----------       ----------
       Net property, plant and equipment                                                     1,284,793        1,283,768
                                                                                            ----------       ----------

Goodwill                                                                                     1,232,822        1,178,428
Intangible assets, net                                                                       1,026,573          988,953
Other assets - non-current                                                                      22,202           18,474
                                                                                            ----------       ----------
        Total assets                                                                        $4,036,584       $3,888,106
                                                                                            ==========       ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Trade accounts payable                                                                 $   10,421       $   10,051
     Current maturities of long-term debt                                                        4,852            4,687
     Current maturities related to debt extinguishment                                         287,500          255,000
     Accrued expenses                                                                           44,510           38,881
     Deferred income                                                                            12,971           13,942
                                                                                            ----------       ----------
        Total current liabilities                                                              360,254          322,561
                                                                                            ----------       ----------

Long-term debt                                                                               1,801,094        1,734,746
Deferred income taxes                                                                          100,718          114,260
Other liabilities                                                                               44,287            7,366
                                                                                            ----------       ----------
        Total liabilities                                                                    2,306,353        2,178,933
                                                                                            ----------       ----------

Stockholders' equity:
     Series AA preferred stock, par value $.001, $63.80 cumulative dividends, authorized
        5,720 shares; 5,719 shares issued and outstanding at 2003 and 2002                          --               --
     Class A preferred stock, par value $638, $63.80 cumulative dividends, 10,000 shares
        authorized; 0 shares issued and outstanding at 2003 and 2002                                --               --
     Class A common stock, par value $.001, 175,000,000 shares authorized, 86,816,208
        and  85,077,038 shares issued and outstanding at 2003 and 2002, respectively                87               85
     Class B common stock, par value $.001, 37,500,000 shares authorized, 16,417,073
        shares issued and outstanding at 2003 and 2002                                              16               16
     Additional paid-in capital                                                              2,092,420        2,036,709
     Accumulated deficit                                                                      (362,292)        (327,637)
                                                                                            ----------       ----------
        Stockholders' equity                                                                 1,730,231        1,709,173
                                                                                            ----------       ----------
        Total liabilities and stockholders' equity                                          $4,036,584       $3,888,106
                                                                                            ==========       ==========

See accompanying notes to condensed consolidated financial statements.

                                       -1-

                          LAMAR ADVERTISING COMPANY AND
                                  SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

                                                             Three Months Ended                         Six Months Ended
                                                                  June 30,                                  June 30,
                                                     ---------------------------------          ----------------------------------
                                                         2003                  2002                 2003                   2002
                                                     ------------         ------------          ------------           ------------
                                                                                                           
Net revenues                                         $    208,178         $    202,529          $    392,399           $    379,067
                                                     ------------         ------------          ------------           ------------
Operating expenses (income)
                Direct advertising expenses                73,361               66,632               144,918                133,859
                General and administrative expenses        35,216               33,317                71,517                 68,132
                Corporate expenses                          5,364                6,100                11,910                 12,491
                Depreciation and amortization              69,560               69,401               137,073                136,501
                Gain on disposition of assets                (828)                 (81)                 (858)                  (170)
                                                     ------------         ------------          ------------           ------------
                                                          182,673              175,369               364,560                350,813
                                                     ------------         ------------          ------------           ------------
                Operating income                           25,505               27,160                27,839                 28,254

Other expense (income)
                Loss on extinguishment of debt              5,754                   --                16,927                     --
                Interest income                               (66)                (166)                 (184)                  (387)
                Interest expense                           22,587               27,241                46,347                 54,017
                                                     ------------         ------------          ------------           ------------
                                                           28,275               27,075                63,090                 53,630
                                                     ------------         ------------          ------------           ------------
(Loss) income  before  income tax expense
  (benefit) and cumulative effect of a change
  in accounting principle                                  (2,770)                  85               (35,251)               (25,376)
Income tax (benefit) expense                                 (569)                 393               (12,457)                (8,905)
                                                     ------------         ------------          ------------           ------------

Loss before cumulative effect of a change in
  accounting principle                                     (2,201)                (308)              (22,794)               (16,471)

Cumulative effect of a change in accounting
  principle, net of tax                                        --                   --               (11,679)                    --
                                                     ------------         ------------          ------------           ------------
Net loss                                                   (2,201)                (308)              (34,473)               (16,471)
Preferred stock dividends                                      91                   91                   182                    182
                                                     ------------         ------------          ------------           ------------
Net loss applicable to common stock                  $     (2,292)        $       (399)         $    (34,655)          $    (16,653)
                                                     ============         ============          ============           ============

Loss per common share:
Loss before cumulative effect of a change
  in accounting  principle                           $      (0.02)        $         --          $      (0.23)          $      (0.17)
Cumulative effect of a change in
  accounting principle                                         --                   --                 (0.11)                    --
                                                     ------------         ------------          ------------           ------------
Net loss                                             $      (0.02)        $        (--)         $      (0.34)          $      (0.17)
                                                     ============         ============          ============           ============
Weighted average common shares
  outstanding - basic and diluted                     102,481,555          100,967,615           102,076,725            100,756,037
                                                     ============         ============          ============           ============

See accompanying notes to condensed consolidated financial statements.

                                       -2-

                         LAMAR ADVERTISING COMPANY AND
                                  SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
                                 (IN THOUSANDS)

                                                                              Six Months Ended
                                                                                  June 30,
                                                                       ----------------------------
                                                                          2003              2002
                                                                       ----------        ----------
                                                                                   
Cash flows from operating activities:
  Net loss                                                             $ (34,473)        $ (16,471)
  Adjustments to reconcile net loss to net cash provided by
    operating activities:
    Depreciation and amortization                                        137,073           136,501
    Gain on disposition of assets                                           (858)             (170)
    Deferred tax benefit                                                 (12,197)           (3,763)
    Provision for doubtful accounts                                        4,268             4,678
    Loss on debt extinguishment                                           16,927                --
    Cumulative effect of a change in accounting principle                 11,679                --
  Changes in operating assets and liabilities:
    (Increase) decrease in:
        Receivables                                                      (10,293)          (18,056)
        Prepaid expenses                                                 (13,038)          (13,482)
        Other assets                                                      (4,776)           (5,980)
    Increase (decrease) in:
        Trade accounts payable                                               370              (768)
        Accrued expenses                                                   4,646            (2,724)
        Other liabilities                                                 (1,014)              721
                                                                       ---------         ----------
          Net cash provided by operating activities                       98,314            80,486
                                                                       ---------         ----------

Cash flows from investing activities:
  Acquisition of new markets                                            (102,804)          (55,481)
  Capital expenditures                                                   (40,767)          (36,080)
  Proceeds from disposition of assets                                      2,448             1,636
                                                                       ---------         ----------
         Net cash used in investing activities                          (141,123)          (89,925)
                                                                       ---------         ----------

Cash flows from financing activities:
  Debt issuance costs                                                     (9,050)           (1,062)
  Net proceeds from issuance of common stock                               4,303            11,682
  Principal payments on long-term debt                                  (370,939)          (33,283)
  Net borrowings under credit agreements                                  40,000            60,000
  Cash from deposits for debt extinguishment                             266,657                --
  Deposits for debt extinguishment                                      (301,198)               --
  Net proceeds from note offerings and new note payable                  408,300                --
  Dividends                                                                 (182)             (182)
                                                                       ---------         ----------
         Net cash provided by financing activities                        37,891             37,155
                                                                       ---------         ----------

  Net increase (decrease) in cash and cash equivalents                    (4,918)            27,716
  Cash and cash equivalents at beginning of period                        15,610             12,885
                                                                       ---------         ----------
  Cash and cash equivalents at end of period                           $  10,692         $   40,601
                                                                       ---------         ----------

Supplemental disclosures of cash flow information:
  Cash paid for interest                                               $  36,422         $   54,041
                                                                       =========         ==========
  Cash paid for state and federal income taxes                         $     291         $    1,652
                                                                       =========         ==========
  Common stock issuance related to acquisitions                        $  50,630         $   53,000
                                                                       =========         ==========

See accompanying notes to condensed consolidated financial statements.

                                       -3-

                          LAMAR ADVERTISING COMPANY AND
                                  SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
               (IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)

1. Significant Accounting Policies

The information included in the foregoing interim condensed consolidated
financial statements is unaudited. In the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of the Company's financial position and results of operations for
the interim periods presented have been reflected herein. The results of
operations for interim periods are not necessarily indicative of the results to
be expected for the entire year. These condensed consolidated financial
statements should be read in conjunction with the Company's consolidated
financial statements and the notes thereto included in the 2002 Combined Form
10-K.

Certain amounts in the prior year's condensed consolidated financial statements
have been reclassified to conform with the current year presentation. These
reclassifications had no effect on previously reported net loss.

2. Acquisitions

On March 3, 2003, the Company purchased the stock of Delite Outdoor, Inc. for
$18,000. The purchase price consisted of 588,543 shares of Lamar Advertising
Class A common stock valued at $18,000.

Effective May 1, 2003, the Company purchased the assets of Outdoor Media Group,
Inc. for $40,000. The purchase price consisted of 307,134 shares of Lamar
Advertising Class A common stock as well as approximately $30,000 cash.

On June 2, 2003, the Company purchased the stock of Adams Outdoor, Inc. for
approximately $40,137. The purchase price included 501,626 shares of Lamar
Advertising Class A common stock and approximately $22,637 cash.

During the six months ended June 30, 2003, the Company completed 42 additional
acquisitions of outdoor advertising assets for a total purchase price of
approximately $56,635, which consisted of  the issuance of 152,792 shares of
Lamar Advertising Class A common stock and 51,505 cash.

Each of these acquisitions was accounted for under the purchase method of
accounting, and, accordingly, the accompanying consolidated financial statements
include the results of operations of each acquired entity from the date of
acquisition. The acquisition costs have been allocated to assets acquired and
liabilities assumed based on fair market value at the dates of acquisition. The
following is a summary of the preliminary allocation of the acquisition costs in
the above transactions.

                                            Delite            Adams            Outdoor
                                           Outdoor           Outdoor            Media
                                             Inc.             Inc.           Group, Inc.        Other        Total
                                        -------------     ------------     --------------     --------    ----------
                                                                                           
Current assets                                   911            1,327                 --          276         2,514
Property, plant and equipment                  4,580            2,299              2,773        7,345        16,997
Goodwill                                          47           23,474             17,150       13,723        54,394
Site locations                                10,048           16,221             16,335       31,067        73,671
Non-competition agreements                       145               --                 --          230           375
Customer lists and contracts                   2,732            3,716              3,742        5,020        15,210
Current liabilities                              108              403                 --          644         1,155
Long-term liabilities                            355            6,497                 --          382         7,234
                                          ----------       ----------         ----------    ---------     ---------
                                              18,000           40,137             40,000       56,635       154,772
                                          ==========       ==========         ==========    =========     =========

                                       -4-

                          LAMAR ADVERTISING COMPANY AND
                                  SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
               (IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)

Summarized below are certain unaudited pro forma statements of operations data
for the three months and six months ended June 30, 2003 and June 30, 2002 as if
each of the above acquisitions and the acquisitions occurring in 2002, which
were fully described in the 2002 Combined Form 10-K, had been consummated as of
January 1, 2002 and the adoption of SFAS No. 143 as of January 1, 2002. This pro
forma information does not purport to represent what the Company's results of
operations actually would have been had such transactions occurred on the date
specified or to project the Company's results of operations for any future
periods.

                                                    Three Months Ended                  Six Months Ended
                                                          June 30,                           June 30,
                                               ----------------------------         -------------------------
                                                 2003                2002             2003            2002
                                               --------            --------         --------         --------
                                                                                         
Net revenues                                   $210,004            $209,835         $399,338         $392,852
                                               --------            --------         --------         --------
Net loss applicable to common stock            $ (2,473)           $ (1,841)        $(35,522)        $(20,076)
                                               --------            --------         --------         --------
Net loss per common share                      $  (0.02)           $  (0.02)        $  (0.35)        $  (0.20)
                                               --------            --------         --------         --------

3. Goodwill and Other Intangible Assets

The following is a summary of intangible assets at June 30, 2003 and December
31, 2002.

                                                          June 30, 2003                        December 31, 2002
                                     Estimated   --------------------------------      ---------------------------------
                                        Life     Gross Carrying       Accumulated      Gross Carrying        Accumulated
Amortizable Intangible Assets:        (Years)        Amount          Amortization           Amount          Amortization
                                     ---------   --------------      ------------      --------------       ------------
                                                                                                
Debt issuance costs and fees            7 - 10      $   65,978          $ 30,865          $   52,202           $ 27,533
Customer lists and contracts            7 - 10         386,997           222,086             371,787            196,084
Non-competition agreements              3 - 15          57,398            42,917              57,023             39,458
Site locations                              15       1,011,444           209,243             937,773            177,016
Other                                   5 - 15          16,544             6,677              15,997              5,738
                                                    ----------          --------          ----------           --------
                                                     1,538,361           511,788           1,434,782            445,829
  Unamortizable Intangible Assets:
  Goodwill                                          $1,486,457          $253,635          $1,432,063           $253,635

The changes in the gross carrying amount of goodwill for the six months ended
June 30, 2003 are as follows:

                                                                                       
                  Balance as of December 31, 2002                                         $1,432,063
                  Goodwill acquired during the six months ending June 30, 2003                54,394
                  Impairment losses                                                               --
                                                                                          ----------
                  Balance as of June 30, 2003                                             $1,486,457
                                                                                          ==========

                                       -5-

                          LAMAR ADVERTISING COMPANY AND
                                  SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
               (IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)

4. Long-Term Debt

On December 23, 2002, Lamar Media Corp. completed an offering of $260,000 7 1/4%
Senior Subordinated Notes due 2013. These notes are unsecured senior
subordinated obligations and will be subordinated to all of Lamar Media's
existing and future senior debt, rank equally with all of Lamar Media's existing
and future senior subordinated debt and rank senior to any future subordinated
debt of Lamar Media. The net proceeds from the issuance and sale of these notes,
together with additional cash, was used to redeem all of the outstanding
$255,000 principal amount of Lamar Media's 9 5/8% Senior Subordinated Notes due
2006 on January 22, 2003 at a redemption price equal to 103.208% of the
aggregate principal amount thereof plus accrued interest through the redemption
date of approximately $3,477 for a total redemption price of approximately
$266,657. The Company recorded a loss on the extinguishment of debt of $11,173
in the first quarter of 2003 which consists of a prepayment premium of $8,180
and associated debt issuance costs of $2,993.

On June 12, 2003, Lamar Media Corp. issued $125,000 7 1/4% Senior Subordinated
Notes due 2013 as an add on to the $260,000 issued in December 2002. The issue
price of the $125,000 7 1/4% Notes was 103.661% which yields an effective rate
of 6 5/8% . The proceeds of the issuance were used to redeem approximately
$100,000 of Lamar Media's 8 5/8% senior subordinated notes for a redemption
price equal to 104.313% of the principal amount of the notes. The Company
recorded a loss on extinguishment of debt of $5,754 in the second quarter 2003
related to this prepayment. Approximately $100,000 in aggregate principal amount
of our 8 5/8% notes remain outstanding following this redemption.

On June 16, 2003, the Company issued $287,500 2 7/8% Convertible Notes due 2010.
The net proceeds from these notes together with additional cash were used on
July 16, 2003 to redeem all of the Company's outstanding 5 1/4% convertible
notes due 2006 in aggregate principal amount of approximately $287,500, on July
16, 2003 for a redemption price equal to 103.0% of the principal amount of
notes. The Company will record a loss on the early extinguishment of debt in the
third quarter of 2003 of approximately $12,566 related to this redemption.

5. Asset Retirement Obligation

Effective January 1, 2003, the Company adopted Statement of Financial Accounting
Standard (SFAS) No. 143, "Accounting for Asset Retirement Obligations," and
recorded a loss of $11,679 as the cumulative effect of a change in accounting
principle, which is net of a tax benefit of $7,467. Prior to its adoption of
SFAS No. 143, the Company expensed these costs at the date of retirement. Also,
as of January 1, 2003, the Company recorded additions to property, plant and
equipment totaling $23,114 under the provisions of SFAS No. 143.

All of the Company's asset retirement obligations relate to the Company's
structure inventory that it considers would be retired upon dismantlement of the
advertising structure. The following table reflects information related to our
asset retirement obligations:

                                                                   June 30, 2003
                                                                   -------------
                                                                   
         Balance at beginning of period                                $33,467
         Additions to asset retirement obligations                       1,207
         Accretion expense                                               1,163
         Liabilities settled                                              (177)
                                                                       -------
         Balance at end of period                                      $35,660
                                                                       =======

The following pro forma data summarizes the Company's net loss and net loss per
common share as if the Company had adopted the provisions of SFAS No. 143 on
January 1, 2002, including an associated pro forma asset retirement obligation
on that date of $30,875.

                                                                    Six months ended
                                                                      June 30, 2002
                                                                    ----------------
                                                                   
         Net loss applicable to common stock, as reported             $(16,653)
         Pro forma adjustments to reflect retroactive adoption
           of SFAS No. 143                                             (11,614)
                                                                      --------
         Proforma net loss  applicable to common stock                $(28,267)
                                                                      ========

         Net loss per common share - basic and diluted:
         Net loss, as reported                                        $  (0.17)
         Net loss, pro forma                                          $  (0.28)

                                       -6-

                            LAMAR ADVERTISING COMPANY
                                AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

6. Stock-Based Compensation

The Company accounts for its stock option plan under the intrinsic value method
in accordance with the provisions of Accounting Principles Board (APB) Opinion
No. 25, "Accounting for Stock Issued to Employees", and related interpretations.
As such, compensation expense is recorded on the date of grant only if the
current market price of the underlying stock exceeds the exercise price. SFAS
No. 123, "Accounting for Stock-Based Compensation" and SFAS No. 148, "Accounting
for Stock-Based Compensation - Transition and Disclosure an amendment of FASB
Statement No. 123" permits entities to recognize as expense over the vesting
period the fair value of all stock-based awards on the date of grant.
Alternatively, SFAS No. 123 also allows entities to continue to apply the
provisions of APB Opinion No. 25 and provide pro forma net income and pro forma
earnings per share disclosures for employee stock option grants made in 1995 and
future years as if the fair-value-based method defined in SFAS No. 123 has been
applied.

The following table illustrates the effect on net loss and loss per common share
if we had applied the fair value recognition provisions of SFAS No. 123 to
stock-based employee compensation:

                                                          Three Months Ended          Six Months Ended
                                                                June 30,                  June 30,
                                                          -------------------      ----------------------
                                                           2003        2002          2003          2002
                                                          -------     -------      --------      --------
                                                                                     
  Net loss applicable to common stock, as reported        $(2,292)    $  (399)     $(34,655)     $(16,653)
  Deduct:  Total stock based employee
           compensation expense determined
           under fair value based method for all
           awards, net of related tax effects                (967)     (1,793)       (1,978)       (3,842)
                                                          -------     -------      --------      --------
Pro forma net loss applicable to common stock              (3,259)     (2,192)      (36,633)      (20,495)
                                                          =======     =======      ========      ========
Net loss per common share - basic and diluted
    Net loss, as reported                                 $ (0.02)    $   (--)     $  (0.34)     $  (0.17)
    Net loss, pro forma                                     (0.03)      (0.02)     $  (0.36)     $  (0.20)

7. Summarized Financial Information of Subsidiaries

Separate financial statements of each of the Company's direct or indirect
wholly-owned subsidiaries that have guaranteed Lamar Media's obligations with
respect to its publicly issued notes (collectively, the Guarantors) are not
included herein because the Company has no independent assets or operations, the
guarantees are full and unconditional and joint and several and the only
subsidiary that is not a guarantor is considered to be minor. Lamar Media's
ability to make distributions to Lamar Advertising is restricted under the terms
of its bank credit facility and the indentures relating to Lamar Media's
outstanding notes. As of June 30, 2003 and December 31, 2002, the net assets
restricted as to transfers from Lamar Media Corp. to Lamar Advertising Company
in the form of cash dividends, loans or advances were $1,937,243 and $1,915,035,
respectively.

8. Earnings Per Share

Earnings per share are computed in accordance with SFAS No. 128, "Earnings Per
Share." The calculations of basic earnings per share exclude any dilutive effect
of stock options and convertible debt while diluted earnings per share includes
the dilutive effect of stock options and convertible debt. The number of
potentially dilutive shares excluded from the calculation because of their
anti-dilutive effect are 7,513,583 and 6,975,093 for three months ended June 30,
2003 and 2002 and 7,035,955 and 6,941,143 for the six months ended June 30, 2003
and 2002, respectively.

9. Accounting Pronouncements

In June 2002, the Financial Accounting Standards Board (FASB) issued SFAS No.
146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS
No. 146 addresses financial accounting and reporting for costs associated with
exit or disposal activities and nullified Emerging Issues Task Force (EITF)
Issue 94-3, "Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit an Activity." The provisions of this Statement are effective
for exit or disposal activities that are initiated after December 31, 2002, with
early application encouraged. The adoption of SFAS No. 146 did not have a
material effect on the Company's financial statements.

                                       -7-

                            LAMAR ADVERTISING COMPANY
                                AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness to Others, an interpretation of FASB Statements No. 5, 57, and 107
and a rescission of FASB Interpretation No. 34." This Interpretation elaborates
on the disclosures to be made by a guarantor in its interim and annual financial
statements about its obligations under guarantees issued. The Interpretation
also clarifies that a guarantor is required to recognize, at inception of a
guarantee, a liability for the fair value of the obligation undertaken. The
initial recognition and measurement provisions of the Interpretation are
applicable to guarantees issued or modified after December 31, 2002 and did not
have a material effect on the Company's financial statements.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities, an interpretation of ARB No. 51." This
Interpretation addresses the consolidation by business enterprises of variable
interest entities as defined in the Interpretation. The Interpretation applies
immediately to variable interests in variable interest entities created after
January 31, 2003 and to variable interests in variable interest entities
obtained after January 31, 2003. The application of this Interpretation is not
expected to have a material effect on the Company's financial statements as the
Company has no interest in variable interest entities. The Interpretation
requires certain disclosures in financial statements issued after January 31,
2003, if it is reasonably possible that the Company will consolidate or disclose
information about variable interest entities when the Interpretation becomes
effective.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities," which amends and clarifies
financial accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts (collectively referred to as
derivatives) and for hedging activities under FASB Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities." The Company is
required to adopt SFAS No. 149 for all contracts entered into or modified after
June 30, 2003, except for certain hedging relationships designated after June
30, 2003 pursuant to the guidance in SFAS No. 149. The Company does not expect
adoption to have an impact on its consolidated financial statements.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." Statement 150
affects the issuer's accounting for three types of freestanding financial
instruments. One type is mandatory redeemable shares, which the issuing company
is obligated to buy back in exchange for cash or other assets. A second type,
which includes put options and forward purchase contracts, involves instruments
that do or may require the issuer to buy back some of its shares in exchange for
cash or other assets. The third type of instruments that are liabilities under
this Statement is obligations that can be settled with shares, the monetary
value of which is fixed, tied solely or predominately to a variable such as a
market index, or varies inversely with the value of the issuers' shares.
Statement 150 does not apply to features embedded in a financial instrument that
is not a derivative in its entirety. Most of the guidance in Statement 150 is
effective for all financial instruments entered into or modified after May 31,
2003, and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. Because the Company does not have any financial
instruments covered by SFAS No. 150 outstanding, its adoption is not expected to
materially impact the Company's financial position, cash flows or results of
operations.

10. Commitments and Contingent Liabilities

In August 2002, a jury verdict was rendered in a lawsuit filed against the
Company in the amount of $32 in compensatory damages and $2,245 in punitive
damages. As a result of the verdict, the Company recorded a $2,277 charge in its
operating expenses during the quarter ended September 30, 2002. In May 2003, the
Court ordered a reduction to the punitive damage award, which was subject to the
plaintiff's consent. The plaintiff rejected the reduced award and the Court
ordered a new trial. Based on legal analysis, management believes the best
estimate of the Company's potential liability related to this claim is currently
$1,277. The $1,000 reduction in the reserve for this liability was recorded as a
reduction of corporate expenses in the second quarter of 2003.

                                       -8-

                                LAMAR MEDIA CORP.
                                AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

                                                                                         June 30,     December 31,
ASSETS                                                                                    2003           2002
- ------                                                                                 ----------     ------------
                                                                                                
Current assets:
     Cash and cash equivalents                                                         $   10,692     $   15,610
     Cash on deposit for debt extinguishment                                                   --        266,657
     Receivables, net of allowance for doubtful accounts of $4,808 and $4,914 in
       2003 and 2002, respectively                                                         98,380         92,295
     Prepaid expenses                                                                      43,293         30,091
     Deferred income tax asset                                                              6,097          6,428
     Other current assets                                                                  10,320          7,315
                                                                                       ----------     ----------
       Total current assets                                                               168,782        418,396
                                                                                       ----------     ----------

Property, plant and equipment                                                           1,906,285      1,850,657
     Less accumulated depreciation and amortization                                      (621,492)      (566,889)
                                                                                       ----------     ----------
       Net property, plant and equipment                                                1,284,793      1,283,768
                                                                                       ----------     ----------

Goodwill                                                                                1,232,822      1,171,595
Intangible assets                                                                       1,000,130        975,998
Other assets - non-current                                                                 40,024         25,152
                                                                                       ----------     ----------
        Total assets                                                                   $3,726,551     $3,874,909
                                                                                       ==========     ==========

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
     Trade accounts payable                                                            $   10,421     $   10,051
     Current maturities of long-term debt                                                   4,852          4,687
     Current maturities related to debt extinguishment                                         --        255,000
     Accrued expenses                                                                      32,415         25,981
     Deferred income                                                                       12,971         13,942
                                                                                       ----------     ----------
        Total current liabilities                                                          60,659        309,661
                                                                                       ----------     ----------

Long-term debt                                                                          1,513,594      1,447,246
Deferred income taxes                                                                     120,212        129,924
Other liabilities                                                                          44,287          7,366
                                                                                       ----------     ----------
        Total liabilities                                                               1,738,752      1,894,197
                                                                                       ----------     ----------
Stockholder's equity:
     Common stock, $0.01 par value, authorized 3,000 shares; 100 shares issued and
         outstanding at June 30, 2003 and December 31, 2002, respectively                      --             --
     Additional paid-in capital                                                         2,333,310      2,281,901
     Accumulated deficit                                                                 (345,511)      (301,189)
                                                                                       ----------     ----------
        Stockholder's equity                                                            1,987,799      1,980,712
                                                                                       ----------     ----------
        Total liabilities and stockholder's equity                                     $3,726,551     $3,874,909
                                                                                       ==========     ==========

See accompanying notes to condensed consolidated financial statements.

                                       -9-

                               LAMAR MEDIA CORP.
                                AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
                                 (IN THOUSANDS)

                                                     Three Months Ended             Six Months Ended
                                                          June 30,                     June 30,
                                                ------------------------      ------------------------
                                                   2003          2002            2003           2002
                                                ---------      ---------      ---------      ---------

Net revenues                                    $ 208,178      $ 202,529      $ 392,399      $ 379,067
                                                ---------      ---------      ---------      ---------

Operating expenses
      Direct advertising expenses                  73,361         66,632        144,918        133,859
      General and administrative expenses          35,216         33,317         71,517         68,132
      Corporate expenses                            5,226          6,034         11,745         12,353
      Depreciation and amortization                68,654         68,589        135,336        134,877
      Gain on disposition of assets                  (828)           (81)          (858)          (170)
                                                ---------      ---------      ---------      ---------
                                                  181,629        174,491        362,658        349,051
                                                ---------      ---------      ---------      ---------

      Operating income                             26,549         28,038         29,741         30,016

Other expense (income)
      Loss on debt extinguishment                   5,754             --         16,927             --
      Interest income                                 (66)          (166)          (184)          (387)
      Interest expense                             18,470         23,467         38,456         46,470
                                                ---------      ---------      ---------      ---------
                                                   24,158         23,301         55,199         46,083
                                                ---------      ---------      ---------      ---------

Income (loss) before income tax expense
(benefit) and cumulative effect of a change
in accounting principle                             2,391          4,737        (25,458)       (16,067)

Income tax expense (benefit)                        1,455          2,195         (8,628)        (5,278)
                                                ---------      ---------      ---------      ---------

Income (loss) before cumulative effect of
  a change in accounting principle                    936          2,542        (16,830)       (10,789)

Cumulative effect of a change in accounting
principle                                              --             --        (11,679)            --
                                                ---------      ---------      ---------      ---------
Net income (loss)                               $     936      $   2,542      $ (28,509)     $ (10,789)
                                                =========      =========      =========      =========

See accompanying notes to condensed consolidated financial statements.

                                      -10-

                                LAMAR MEDIA CORP.
                                AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

                                                                            Six Months Ended
                                                                                June 30,
                                                                       ------------------------
                                                                         2003          2002
                                                                       ---------      ---------
                                                                                
Cash flows from operating activities:
         Net loss                                                      $ (28,509)     $ (10,789)
         Adjustments to reconcile net loss to net cash provided by
            operating activities:
            Depreciation and amortization                                135,336        134,877
            Gain on disposition of assets                                   (858)          (170)
            Deferred tax benefit                                          (8,368)          (136)
            Provision for doubtful accounts                                4,268          4,678
            Loss on debt extinguishment                                   16,927             --
            Cumulative effect of change in accounting principle           11,679             --
         Changes in operating assets and liabilities:
            Decrease in:
               Receivables                                               (10,165)       (20,147)
               Prepaid expenses                                          (13,038)       (13,482)
               Other assets                                              (15,922)          (560)
            Increase (decrease) in:
               Trade accounts payable                                        370           (768)
               Accrued expenses                                            5,451         (3,258)
               Other liabilities                                          (1,014)           721
                                                                       ---------      ---------
                    Net cash provided by operating activities             96,157         90,966
                                                                       ---------      ---------

Cash flows from investing activities:
         Acquisition of new markets                                     (101,599)       (55,111)
         Capital expenditures                                            (40,767)       (35,430)
         Proceeds from disposition of assets                               2,448          1,636
                                                                       ---------      ---------
                    Net cash used in investing activities               (139,918)       (88,905)
                                                                       ---------      ---------
Cash flows from financing activities:
         Debt issuance costs                                              (9,050)        (1,062)
         Dividend                                                        (15,813)            --
         Principal payments on long-term debt                           (370,939)       (33,283)
         Net borrowings under credit agreements                           40,000         60,000
         Cash from deposits for debt extinguishment                      266,657             --
         Net proceeds from note offering and new note payable            127,988             --
                                                                       ---------      ---------
                    Net cash provided by financing activities             38,843         25,655
                                                                       ---------      ---------

         Net (decrease) increase in cash and cash equivalents             (4,918)        27,716
         Cash and cash equivalents at beginning of period                 15,610         12,885
                                                                       ---------      ---------
         Cash and cash equivalents at end of period                    $  10,692      $  40,601
                                                                       ---------      ---------
Supplemental disclosures of cash flow information:
         Cash paid for interest                                        $  28,875      $  46,694
                                                                       =========      =========
         Cash paid for state and federal income taxes                  $     291      $   1,652
                                                                       =========      =========
         Parent company stock contributed for acquisitions             $  50,630      $  53,000
                                                                       =========      =========

See accompanying notes to condensed consolidated financial statements.

                                      -11-

                                LAMAR MEDIA CORP.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                      (IN THOUSANDS, EXCEPT FOR SHARE DATA)

1.       Significant Accounting Policies

The information included in the foregoing interim condensed consolidated
financial statements is unaudited. In the opinion of management all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of
Lamar Media's financial position and results of operations for the interim
periods presented have been reflected herein. The results of operations for
interim periods are not necessarily indicative of the results to be expected for
the entire year. These condensed consolidated financial statements should be
read in conjunction with Lamar Media's consolidated financial statements and the
notes thereto included in the 2002 Combined Form 10-K.

Certain amounts in the prior year's condensed consolidated financial statements
have been reclassified to conform with the current year presentation. These
reclassifications had no effect on previously reported results of operations.

Certain footnotes are not provided for the accompanying consolidated financial
statements as the information in notes 2, 3, 4, 5, 7, 9 and 10 to the condensed
consolidated financial statements of Lamar Advertising Company included
elsewhere in this report is substantially equivalent to that required for the
condensed consolidated financial statements of Lamar Media Corp. Earnings per
share data is not provided for Lamar Media Corp. as it is a wholly owned
subsidiary of Lamar Advertising Company.

2.       Note Offering for Lamar Advertising Company

On June 16, 2003, Lamar Advertising Company issued $287,500 2 7/8% Convertible
Notes due 2010. The net proceeds from these notes together with additional cash
were used to redeem all of Lamar Advertising Company's outstanding 5 1/4%
convertible notes due 2006 in aggregate principal amount of approximately
$287,500 on July 16, 2003 for a redemption price equal to 103.0% of the
principal amount of notes. In connection with this offering, Lamar Media paid
dividends to Lamar Advertising Company in the amount of $15,813 to fund the
additional cash necessary for Lamar Advertising Company to complete this
transaction.

                                      -12-

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

This discussion contains forward-looking statements. Actual results could differ
materially from those anticipated by the forward-looking statements due to the
risks and uncertainties described in the section of this combined report on Form
10-Q entitled "Note Regarding Forward-Looking Statements" and described in the
2002 Combined Form 10-K under the caption "Factors Affecting Future Operating
Results." You should consider carefully each of these risks and uncertainties in
evaluating the Company's and Lamar Media's financial condition and results of
operations.

LAMAR ADVERTISING COMPANY

The following is a discussion of the consolidated financial condition and
results of operations of the Company for the six months and three months ended
June 30, 2003 and 2002. This discussion should be read in conjunction with the
condensed consolidated financial statements of the Company and the related
notes.

OVERVIEW

The Company's net revenues, which represent gross revenues less commissions paid
to advertising agencies that contract for the use of advertising displays on
behalf of advertisers, are derived primarily from the sale of advertising on
outdoor advertising displays owned and operated by the Company.

Since December 31, 2000, the Company has increased the number of outdoor
advertising displays it operates by approximately 13% by completing over 225
strategic acquisitions of outdoor advertising and transit assets for an
aggregate purchase price of approximately $620 million, which included the
issuance of 3,680,559 shares of Lamar Advertising Company Class A common stock
valued at the time of issuance at approximately $135.7 million. The Company has
financed its recent acquisitions and intends to finance its future acquisition
activity from available cash, borrowings under its bank credit agreement and the
issuance of Class A common stock. See "Liquidity and Capital Resources" below.
As a result of acquisitions, the operating performance of individual markets and
of the Company as a whole are not necessarily comparable on a year-to-year
basis. The Company also provides acquisition-adjusted net revenue that includes
adjustments to the 2002 results for acquisitions for the same time frame as
actually owned in 2003. The Company's management believes that this additional
information is useful in evaluating the Company's performance and provides
investors and financial analysts with a better understanding of the Company's
core operating results. In addition, it may be useful to investors when
assessing the Company's period to period results. The Company's presentation of
these measures, however, may not be comparable to similarly titled measures used
by other companies and they should not be used as alternatives to net revenue or
other GAAP measures as indicators of the Company's performance. The Company has
provided a reconciliation of acquisition-adjusted net revenue to reported net
revenue below.

The Company relies on sales of advertising space for its revenues, and its
operating results are therefore affected by general economic conditions, as well
as trends in the advertising industry.

Growth of the Company's business requires expenditures for maintenance and
capitalized costs associated with new billboard displays, logo sign and transit
contracts, and the purchase of real estate and operating equipment. The
following table presents a breakdown of capitalized expenditures for the three
months and six months ended June 30, 2003 and 2002:

                                     Three Months Ended    Six Months Ended
                                          June 30,              June 30,
                                      (In Thousands)        (In Thousands)
                                    ------------------    ------------------
                                     2003        2002       2003      2002
                                    -------    -------    -------    -------
                                                         
  Billboard                         $15,121    $13,386    $25,221    $20,846
  Logos                               1,550        728      4,068      2,130
  Transit                               221        789        931      2,380
  Land and buildings                  3,030      4,987      5,919      7,406
  PP&E                                3,037      2,069      4,628      3,318
                                    -------    -------    -------    -------
      Total capital expenditures    $22,959    $21,959    $40,767    $36,080
                                    =======    =======    =======    =======

                                      -13-

RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO SIX MONTHS ENDED JUNE 30, 2002

Net revenues increased $13.3 million or 3.5% to $392.4 million for the six
months ended June 30, 2003 from $379.1 million for the same period in 2002. This
increase was attributable primarily to (i) an increase in billboard net revenues
of $11.1 million or 3.1%, (ii) a $1.2 million increase in logo sign revenue,
which represents an increase of 6.4% over the prior year, and (iii) a $0.7
million increase in transit revenue, which represents a 19.9% increase over the
prior year.

The increase in billboard net revenues of $11.1 million was due to both
acquisition activity and internal growth while the increase in logo sign revenue
of $1.2 million and transit revenue growth of $0.7 million was generated by
internal growth across various markets within the logo sign and transit
programs. Net revenues for the six months ended June 30, 2003 as compared to
acquisition-adjusted net revenue(1) for the six months ended June 30, 2002,
which includes adjustments for acquisitions for the same time frame as actually
owned in 2003, increased $5.4 million or 1.4% as a result of net revenue
internal growth.

Operating expenses, exclusive of depreciation and amortization and gain on sale
of assets, increased $13.8 million or 6.4% to $228.3 million for the six months
ended June 30, 2003 from $214.5 million for the same period in 2002. There was a
$14.4 million increase as a result of additional operating expenses related to
the operations of acquired outdoor advertising assets and increases in
personnel, sign site rent, insurance costs and property taxes. This increase was
offset by a $0.6 million decrease in corporate expenses that is due to the
partial reversal of a charge related to a jury verdict rendered against the
Company discussed below.

In the third quarter of 2002, the Company recorded a charge of $2.3 million
related to a jury verdict rendered in August 2002 against the Company for
compensatory and punitive damages. In May, 2003, the Court ordered a reduction
to the punitive damage award, which was subject to the plaintiff's consent. The
plaintiff rejected the reduced award and the Court ordered a new trial. Based on
legal analysis, management believes the best estimate of the Company's potential
liability related to this claim is currently $1.3 million. The $1.0 million
reduction in the reserve for this liability was recorded as a reduction of
corporate expenses in the second quarter of 2003.

Depreciation and amortization expense increased $0.6 million or 0.4% from $136.5
million for the six months ended June 30, 2002 to $137.1 million for the six
months ended June 30, 2003.

Due to the above factors, operating income decreased $0.5 million to $27.8
million for six months ended June 30, 2003 compared to $28.3 million for the
same period in 2002.

In January 2003, the Company's wholly owned subsidiary, Lamar Media Corp.,
redeemed all of its outstanding 9 5/8% Senior Subordinated Notes due 2006 in
aggregate principal amount of approximately $255.0 million for a redemption
price equal to 103.208% of the principal amount of the notes. In the first
quarter of 2003, the Company recorded approximately $11.2 million as a loss on
extinguishment of debt related to the prepayment of the 9 5/8% Senior
Subordinated Notes due 2006 and the write-off of related debt issuance costs. In
June 2003, Lamar Media Corp., redeemed $100 million in principal amount of its
8 5/8% Senior Subordinated Notes due 2007, for a redemption price equal to
104.313% of the principal amount of the notes. In the second quarter of 2003,
the Company recorded a loss on extinguishment of debt of $5.8 million, related
to this prepayment. Approximately $100 million in aggregate principal amount of
our 8 5/8% notes remain outstanding following this redemption.

Interest expense decreased $7.7 million from $54.0 million for the six months
ended June 30, 2002 to $46.3 million for the six months ended June 30, 2003 as a
result of lower interest rates both on existing and recently refinanced debt.

The decrease in operating income and the loss on extinguishment of debt offset
by the decrease in interest expense described above resulted in a $9.9 million
increase in loss before income taxes and cumulative effect of a change in
accounting principle. The increase in this loss resulted in an increase in the
income tax benefit of $3.6 million for the six months ended June 30, 2003 over
the same period in 2002. The effective tax rate for the six months ended June
30, 2003 is 35.3%.

Due to the adoption of SFAS No. 143, the Company recorded a cumulative effect of
a change in accounting principle, net of tax of $11.7 million.

- ----------
(1)  Reconciliation of Reported Net Revenue to Acquisition-Adjusted Net Revenue:

                                                                                       Six months ended June 30,
                                                                                           (in thousands)
                                                                                       ------------------------
                                                                                         2003            2002
                                                                                       --------        --------
                                                                                                 
Reported net revenue                                                                   $392,399        $379,067
Acquisition net revenue                                                                       -           7,956
                                                                                       --------        --------
Acquisition-adjusted net revenue                                                       $392,399        $387,023
                                                                                       ========        ========

                                      -14-

As a result of the above factors, the Company recognized a net loss for the six
months ended June 30, 2003 of $34.5 million, as compared to a net loss of $16.5
million for the same period in 2002.

THREE MONTHS ENDED JUNE 30, 2003 COMPARED TO THREE MONTHS ENDED JUNE 30, 2002

Net revenues increased $5.7 million or 2.8% to $208.2 million for the three
months ended June 30, 2003 from $202.5 million for the same period in 2002. This
increase was attributable primarily to (i) an increase in billboard net revenues
of $4.9 million or 2.6%, (ii) a $0.6 million increase in logo sign revenue,
which represents an increase of 5.8% over the prior year, and (iii) a $0.1
million increase in transit revenue, which represents a 2.9% increase over the
prior year.

The increase in billboard net revenues of $4.9 million was due to acquisition
activity while the increase in logo sign revenue of $0.6 million and transit
revenue growth of $0.1 million was generated by internal growth across various
markets within the logo sign and transit programs. Net revenues for the three
months ended June 30, 2003 as compared to acquisition-adjusted net revenue(2)
for the three months ended June 30, 2002, which includes adjustments for
acquisitions for the same time frame as actually owned in 2003 were even.

Operating expenses, exclusive of depreciation and amortization and gain on sale
of assets, increased $7.9 million or 7.5% to $113.9 million for the three months
ended June 30, 2003 from $106.0 million for the same period in 2002. There was a
$8.6 million increase as a result of additional operating expenses related to
the operations of acquired outdoor advertising assets and increases in
personnel, sign site rent, insurance costs and property taxes. This increase was
offset by a $0.7 million decrease in corporate expenses that is due to the
partial reversal of a charge related to a jury verdict rendered against the
Company discussed below.

In the third quarter of 2002, the Company recorded a charge of $2.3 million
related to a jury verdict rendered in August 2002 against the Company for
compensatory and punitive damages. In May, 2003, the Court ordered a reduction
to the punitive damage award, which was subject to the plaintiff's consent. The
plaintiff rejected the reduced award and the Court ordered a new trial. Based on
legal analysis, management believes the best estimate of the Company's potential
liability related to this claim is currently $1.3 million. The $1.0 million
reduction in the reserve for this liability was recorded as a reduction of
corporate expenses in the second quarter of 2003.

Depreciation and amortization expense increased $0.2 million from $69.4 million
for the three months ended June 30, 2002 to $69.6 million for the three months
ended June 30, 2003.

Due to the above factors, operating income decreased $1.7 million to $25.5
million for three months ended June 30, 2003 compared to $27.2 million for the
same period in 2002.

In June 2003, Lamar Media Corp., redeemed $100 million in principal amount of
its 8 5/8% Senior Subordinated Notes due 2007, for a redemption price equal to
104.313% of the principal amount of the notes. In the second quarter of 2003,
the Company recorded a loss on extinguishment of debt of $5.8 million related to
this prepayment. Approximately $100 million in aggregate principal amount of
Lamar Media's 8 5/8% notes remain outstanding following this redemption.

Interest expense decreased $4.6 million from $27.2 million for the three months
ended June 30, 2002 to $22.6 million for the three months ended June 30, 2003 as
a result of lower interest rates both on existing and recently refinanced debt.

The decrease in operating income and the loss on extinguishment of debt offset
by the decrease in interest expense described above resulted in a $2.9 million
increase in loss before income taxes and cumulative effect of a change in
accounting principle. The increase in this loss, resulted in an increase in the
income tax benefit of $1.0 million for the three months ended June 30, 2003 over
the same period in 2002. The effective tax rate for the three months ended June
30, 2003 is 20.5%.

As a result of the above factors, the Company recognized a net loss for the
three months ended June 30, 2003 of $2.2 million, as compared to a net loss of
$0.3 million for the same period in 2002.

- ----------
(2)  Reconciliation of Reported Net Revenue to Acquisition-Adjusted Net Revenue:

                                                                                       Three months ended June 30,
                                                                                             (in thousands)
                                                                                       --------------------------
                                                                                        2003               2002
                                                                                       --------          --------
                                                                                                   
Reported net revenue                                                                   $208,178          $202,529
Acquisition net revenue                                                                       -             5,547
                                                                                       --------          --------
Acquisition-adjusted net revenue                                                       $208,178          $208,076
                                                                                       ========          ========

                                      -15-

LIQUIDITY AND CAPITAL RESOURCES

The Company has historically satisfied its working capital requirements with
cash from operations and borrowings under its bank credit facility. The
Company's wholly owned subsidiary, Lamar Media Corp., is the borrower under the
bank credit facility and maintains all corporate cash balances. Any cash
requirements of Lamar Advertising, therefore, must be funded by distributions
from Lamar Media. The Company's acquisitions have been financed primarily with
funds borrowed under its bank credit facility and issuance of its Class A common
stock and debt securities. If an acquisition is made by one of the Company's
subsidiaries using the Company's Class A common stock, a permanent contribution
of additional paid-in-capital of Class A common stock is distributed to that
subsidiary.

The Company's net cash provided by operating activities increased to $98.3
million for the six months ended June 30, 2003 due primarily to an increase in
adjustments to reconcile net loss to net cash provided by operating activities
of $19.7 million, which primarily includes the loss on early extinguishment of
debt of $16.9 million and the cumulative effect of a change in accounting
principle of $11.7 million offset by an increase in deferred income tax benefit
of $8.4 million. This increase was offset by an increase in net loss of $18.0
million. In addition as compared to the same period in 2002, there were
decreases in the change in receivables of $7.8 million, in other assets of $1.2
million and in other liabilities of $1.7 million, and increases in the change in
trade accounts payable of $1.1 million and in accrued expenses of $7.4 million.

Net cash used in investing activities increased $51.2 million from $89.9 million
in 2002 to $141.1 million in 2003 primarily due to the increase in merger and
acquisition activity by the Company in 2003 of $47.3 million, and a $4.7 million
increase in capital expenditures. Net cash provided by financing activities
increased to $37.9 million for the six months ended June 30, 2003 due to a
$408.3 million increase in net proceeds from note offerings and new note payable
which is due to the issuance of Lamar Advertising's $287.5 million 2 7/8%
Convertible Notes and Lamar Media's issuance of $125 million 7 1/4% Senior
Subordinated Notes and cash from deposits for debt extinguishment of $266.7
million offset by a $337.7 million increase in principal payments of long-term
debt due primarily to the redemption of Lamar Media's 9 5/8% Senior Subordinated
Notes and 8 5/8% Senior Subordinated Notes, and a $301.2 million increase in
deposits for debt extinguishment. In addition, there was a $7.4 million decrease
in proceeds from issuance of the Company's Class A common stock, a $8.0 million
increase in debt issuance costs and a $20 million decrease in borrowings from
credit agreements.

During the six months ended June 30, 2003, the Company financed its acquisition
activity of approximately $153.4 million with borrowings under Lamar Media's
revolving credit facility and available cash on hand totaling $102.8 million as
well as the issuance of 1,550,095 shares of the Company's Class A common stock
valued at the time of issuance at approximately $50.6 million. As of June 30,
2003, the Company had $179.6 million available under its revolving credit
facility.

The Company's wholly owned subsidiary, Lamar Media Corp., replaced its old bank
credit facility with a new bank credit facility on March 7, 2003. The new bank
credit facility is comprised of a $225.0 million revolving bank credit facility
and a $975.0 million term facility. The new bank credit facility also includes a
$500.0 million incremental facility, which permits Lamar Media to request that
its lenders enter into commitments to make additional term loans to it, up to a
maximum aggregate amount of $500.0 million. The lenders have no obligation to
make additional term loans to Lamar Media under the incremental facility, but
may enter into such commitments in their sole discretion.

In the future, Lamar Media has principal reduction obligations and revolver
commitment reductions under its new bank credit agreement. In addition it has
fixed commercial commitments. These commitments are detailed as follows:

                                                             Payments Due by Period
                                                                  (in millions)
                                                    ----------------------------------------
Contractual                            Balance at   Less than    1 - 3     4 - 5     After 5
Obligations                          June 30, 2003    1 Year     Years     Years      Years
- -----------                          -------------  ---------   ------     -----     -------
                                                                      
Long-Term Debt                         $  2,093.5     292.3       93.5     257.9     1,449.8
Billboard site and building leases     $    820.2     111.5      177.0     134.9       396.8
                                       ----------     -----      -----     -----     -------
Total Payments due                     $  2,913.7     403.8      270.5     392.8     1,846.6
                                       ==========     =====      =====     =====     =======

                                                         Amount of Commitment
                                                        Expiration Per Period
                                                --------------------------------------
Other Commercial               Total Amount     Less than     1 - 3   4 - 5    After 5
Commitments                     Committed         1 Year      Years   Years     Years
- ----------------               ------------     ---------     -----   -----    -------
                                                                
Revolving Bank Facility*        $  225.0            --         --       --      225.0
                                --------           ---        ---      ---      -----
Standby Letters of Credit       $    5.4           1.1        4.3       --         --
                                ========           ===        ===      ===      =====

    *  Lamar Media had $40 million outstanding at June 30, 2003.

                                      -16-

In January 2003, Lamar Media redeemed all of its outstanding 9 5/8% Senior
Subordinated Notes due 2006 in aggregate principal amount of approximately $255
million for a redemption price equal to 103.208% of the principal amount of the
notes. As a result of this redemption, the Company recorded a loss on
extinguishment of debt of $11.2 million which consisted of a prepayment penalty
of $8.2 million and associated debt issuance costs of approximately $3.0
million.

On June 16, 2003, the Company issued $287.5 million of 2 7/8% Convertible Notes
due 2010. The net proceeds from the issuance of these notes, together with
additional cash, were used on July 16, 2003 to redeem all of the Company's
outstanding 5 1/4% Convertible Notes due 2006 in aggregate principle amount of
approximately $287.5 million for a redemption price equal to 103.0% of the
principle amount of the notes.

In June 2003, the Company's wholly owned subsidiary, Lamar Media Corp., called
for redemption $100 million of its $200 million 8 5/8% Senior Subordinated Notes
due 2007. The redemption was funded by the issuance on June 12, 2003 of a $125
million add on to its $260 million 7 1/4% Notes due 2013 issued in December
2002. The issue price of the $125 million 7 1/4% Notes was 103.661% which yields
an effective rate of 6 5/8%. The redemption price of the $100 million 8 5/8%
senior subordinated notes was equal to 104.313% of the principal amount of the
notes. As a result of this redemption, the Company recorded a loss on
extinguishment of debt of $5.8 million which consisted of a prepayment penalty
of $4.3 million and associated debt issuance costs of approximately $1.5
million.

Currently Lamar Media has outstanding approximately $100.0 million 8 5/8% Senior
Subordinated Notes due 2007 and $385.0 million 7 1/4% Senior Subordinated Notes
due 2013 issued in December 2002 and June 2003. The indentures relating to Lamar
Media's outstanding notes restrict its ability to incur indebtedness other than:

     o    up to $1.2 billion of indebtedness under its bank credit facility;

     o    currently outstanding indebtedness or debt incurred to refinance
          outstanding debt;

     o    inter-company debt between Lamar Media and its subsidiaries or between
          subsidiaries; and

     o    certain other debt incurred in the ordinary course of business
          (provided that all of the above ranks junior in right of payment to
          the notes that has a maturity or mandatory sinking fund payment prior
          to the maturity of the notes).

Lamar Media is required to comply with certain covenants and restrictions under
its bank credit agreement. If the Company fails to comply with these tests, the
payments set forth in the above table may be accelerated. At June 30, 2003 and
currently Lamar Media is in compliance with all such tests.

Lamar Media cannot exceed the following financial ratios under its bank credit
facility:

o    a total debt ratio, defined as total consolidated debt to EBITDA, as
     defined below, for the most recent four fiscal quarters, of 6.00 to 1
     (through December 30, 2004) and 5.75 to 1 (after December 30, 2004); and

o    a senior debt ratio, defined as total consolidated senior debt to EBITDA,
     as defined below, for the most recent four fiscal quarters, of 4.00 to 1
     (through December 30, 2004) and 3.75 to 1 (after December 30, 2004).

In addition, the bank credit facility requires that Lamar Media must maintain
the following financial ratios:

o    an interest coverage ratio defined as EBITDA as (defined below) for the
     most recent four fiscal quarters to total consolidated accrued interest
     expense for that period, of at least 2.25 to 1; and

o    a fixed charges coverage ratio, defined as the ratio of EBITDA (as defined
     below) for the most recent four fiscal quarters to (1) the total payments
     of principal and interest on debt for such period (2) capital expenditures
     made during such period and (3) income and franchise tax payments made
     during such period, of at least 1.05 to 1.

As defined under Lamar Media's bank credit facility, EBITDA is for any period,
operating income for Lamar Media and its restricted subsidiaries (determined on
a consolidated basis without duplication in accordance with GAAP) for such
period (calculated before taxes, interest expense, depreciation, amortization
and any other non-cash income or charges accrued for such period and (except to
the extent received or paid in cash by Lamar Media or any of its restricted
subsidiaries) income or loss attributable to equity in affiliates for such
period) excluding any extraordinary and unusual gains or losses during such
period and excluding the proceeds of any casualty events whereby insurance or
other proceeds are received and certain dispositions not in the ordinary course.
Any dividend payment made by Lamar Media or any of its restricted subsidiaries
to Lamar Advertising Company

                                      -17-

during any period to enable Lamar Advertising Company to pay certain qualified
expenses on behalf of Lamar Media and its subsidiaries, shall be treated as
operating expenses of Lamar Media for the purposes of calculating EBITDA for
such period. EBITDA under the bank credit agreement is also adjusted to reflect
certain acquisitions or dispositions as if such acquisitions or dispositions
were made on the first day of such period.

The Company believes that its current level of cash on hand, availability under
its bank credit agreement and future cash flows from operations are sufficient
to meet its operating needs through the year 2003. All debt obligations are on
the Company's balance sheet.

NEW ACCOUNTING PRONOUNCEMENTS

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities", ("Statement 146") which addresses financial
accounting and reporting for costs associated with exit or disposal activities.
It nullifies EITF Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)." The principle difference between Statement
146 and Issue 94-3 relates to the recognition of a liability for a cost
associated with an exit or disposal activity. Statement 146 requires that a
liability be recognized for those costs only when the liability is incurred,
that is, when it meets the definition of a liability in the FASB's conceptual
framework. In contrast, under Issue 94-3, a company recognized a liability for
an exit cost when it committed to an exit plan. Statement 146 also establishes
fair value as the objective for initial measurement of liabilities related to
exit or disposal activities. The Statement is effective for exit or disposal
activities that are initiated after December 31, 2002 and did not have an impact
on the Company's consolidated financial statements. The Company adopted the
provisions related to Statement No. 146 as of January 1, 2003.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness to Others, an interpretation of FASB Statements No. 5, 57 and 107
and a rescission of FASB Interpretation No. 34". This Interpretation elaborates
on the disclosures to be made by a guarantor in its interim and annual financial
statements about its obligations under guarantees issued. The Interpretation
also clarifies that a guarantor is required to recognize, at inception of a
guarantee, a liability for the fair value of the obligation undertaken. The
initial recognition and measurement provisions of the Interpretation are
applicable to guarantees issued or modified after December 31, 2002 and did not
have a material effect on the Company's consolidated financial statements.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities, an interpretation of ARB No. 51." This
interpretation addresses the consolidation by business enterprises of variable
interest entities as defined in the Interpretation. The Interpretation applies
immediately to variable interests in variable interest entities created after
January 31, 2003, and to variable interests in variable interest entities
obtained after January 31, 2003. The application of the Interpretation is not
expected to have an effect on the Company's consolidated financial statements as
the Company has no variable interest entities. The Interpretation requires
certain disclosures in financial statements issued after January 31, 2003 if it
is reasonably possible that the Company will consolidate or disclose information
about variable interest entities.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities," which amends and clarifies
financial accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts (collectively referred to as
derivatives) and for hedging activities under FASB Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities." The Company is
required to adopt SFAS No. 149 for all contracts entered into or modified after
June 30, 2003, except for certain hedging relationships designated after June
30, 2003 pursuant to the guidance in SFAS No. 149. The Company does not expect
adoption to have an impact on its consolidated financial statements.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." Statement 150
affects the issuer's accounting for three types of freestanding financial
instruments. One type is mandatory redeemable shares, which the issuing company
is obligated to buy back in exchange for cash or other assets. A second type,
which includes put options and forward purchase contracts, involves instruments
that do or may require the issuer to buy back some of its shares in exchange for
cash or other assets. The third type of instruments that are liabilities under
this Statement is obligations that can be settled with shares, the monetary
value of which is fixed, tied solely or predominately to a variable such as a
market index, or varies inversely with the value of the issuers' shares.
Statement 150 does not apply to features embedded in a financial instrument that
is not a derivative in its entirety. Most of the guidance in Statement 150 is
effective for all financial instruments entered into or modified after May 31,
2003, and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. Because the Company does not have any financial
instruments covered by SFAS No. 150 outstanding, its adoption is not expected to
materially impact the Company's financial position, cash flows or results of
operations.

                                      -18-

LAMAR MEDIA CORP.

SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO SIX MONTHS ENDED JUNE 30, 2002

Net revenues increased $13.3 million or 3.5% to $392.4 million for the six
months ended June 30, 2003 from $379.1 million for the same period in 2002. This
increase was attributable primarily to (i) an increase in billboard net revenues
of $11.1 million or 3.1%, (ii) a $1.2 million increase in logo sign revenue,
which represents an increase of 6.4% over the prior year, and (iii) a $0.7
million increase in transit revenue, which represents a 19.9% increase over the
prior year.

The increase in billboard net revenues of $11.1 million was due to both
acquisition activity and internal growth while the increase in logo sign revenue
of $1.2 million and transit revenue growth of $0.7 million was generated by
internal growth across various markets within the logo sign and transit
programs. Net revenues for the six months ended June 30, 2003 as compared to
acquisition-adjusted net revenue(3) for the six months ended June 30, 2002,
which includes adjustments for acquisitions for the same time frame as actually
owned in 2003, increased $5.4 million or 1.4% as a result of net revenue
internal growth.

Operating expenses, exclusive of depreciation and amortization and gain on sale
of assets, increased $13.9 million or 6.5% to $228.2 million for the six months
ended June 30, 2003 from $214.3 million for the same period in 2002. There was a
$14.4 million increase as a result of additional operating expenses related to
the operations of acquired outdoor advertising assets and increases in
personnel, sign site rent, insurance costs and property taxes. This increase was
offset by a $0.6 million decrease in corporate expenses that is due to the
partial reversal of a charge related to a jury verdict rendered against Lamar
Advertising Company discussed below.

In the third quarter of 2002, Lamar Media recorded a charge of $2.3 million
related to a jury verdict rendered in August 2002 against Lamar Advertising
Company for compensatory and punitive damages. In May, 2003, the Court ordered a
reduction to the punitive damage award, which was subject to the plaintiff's
consent. The plaintiff rejected the reduced award and the Court ordered a new
trial. Based on legal analysis, management believes the best estimate of the
Company's potential liability related to this claim is currently $1.3 million.
The $1.0 million reduction in the reserve for this liability was recorded as a
reduction of corporate expenses in the second quarter of 2003.

Due to the above factors, operating income decreased $0.3 million to $29.7
million for the six months ended June 30, 2003 compared to $30.0 million for the
same period in 2002.

In January 2003, Lamar Media redeemed all of its outstanding 9 5/8% Senior
Subordinated Notes due 2006 in aggregate principal amount of approximately
$255.0 million for a redemption price equal to 103.208% of the principal amount
of the notes. In the first quarter of 2003, Lamar Media recorded approximately
$11.2 million as a loss on extinguishment of debt related to the prepayment of
the 9 5/8% Senior Subordinated Notes due 2006 and the write-off of related debt
issuance costs.

In June 2003, Lamar Media redeemed $100 million in principal amount of its
8 5/8% Senior Subordinated Notes due 2007, for a redemption price equal to
104.313% of the principal amount of the notes. In the second quarter of 2003,
Lamar Media recorded a loss on extinguishment of debt of $5.8 million, related
to this prepayment. Approximately $100 million in aggregate principal amount of
our 8 5/8% notes remain outstanding following this redemption.

Interest expense decreased $8.0 million from $46.5 million for the six months
ended June 30, 2002 to $38.5 million for the six months ended June 30, 2003 as a
result of lower interest rates both on existing and recently refinanced debt.

The decrease in operating income, the loss on extinguishment of debt offset by
the decrease in interest expense described above resulted in a $9.4 million
increase in loss before income taxes and cumulative effect of change in
accounting principle. The increase in this loss, resulted in an increase in the
income tax benefit of $3.4 million for the six months ended June 30, 2003 over
the same period in 2002. The effective tax rate for the six months ended June
30, 2003 is 33.9%.

Due to the adoption of SFAS 143, Lamar Media recorded a cumulative effect of a
change in accounting principle, net of tax of $11.7 million.

As a result of the above factors, Lamar Media recognized a net loss for the six
months ended June 30, 2003 of $28.5 million, as compared to a net loss of $10.8
million for the same period in 2002.

- ----------
(3)  Reconciliation of Reported Net Revenue to Acquisition-Adjusted Net Revenue:

                                                                                       Six months ended June 30,
                                                                                       --------------------------
                                                                                             (in thousands)
                                                                                         2003               2002
                                                                                       --------          --------
                                                                                                   
Reported net revenue                                                                   $392,399          $379,067
Acquisition net revenue                                                                       -             7,956
                                                                                       --------          --------
Acquisition-adjusted net revenue                                                       $392,399          $387,023
                                                                                       ========          ========

                                      -19-

THREE MONTHS ENDED JUNE 30, 2003 COMPARED TO THREE MONTHS ENDED JUNE 30, 2002

Net revenues increased $5.7 million or 2.8% to $208.2 million for the three
months ended June 30, 2003 from $202.5 million for the same period in 2002. This
increase was attributable primarily to (i) an increase in billboard net revenues
of $4.9 million or 2.6%, (ii) a $0.6 million increase in logo sign revenue,
which represents an increase of 5.8% over the prior year, and (iii) a $0.1
million increase in transit revenue, which represents a 2.9% increase over the
prior year.

The increase in billboard net revenues of $4.9 million was due to acquisition
activity while the increase in logo sign revenue of $0.6 million and transit
revenue growth of $0.1 million was generated by internal growth across various
markets within the logo sign and transit programs. Net revenues for the three
months ended June 30, 2003 as compared to acquisition-adjusted net revenue(3)
for the three months ended June 30, 2002, which includes adjustments for
acquisitions for the same time frame as actually owned in 2003 were even.

Operating expenses, exclusive of depreciation and amortization and gain on sale
of assets, increased $7.8 million or 7.4% to $113.8 million for the three months
ended June 30, 2003 from $106.0 million for the same period in 2002. There was a
$8.6 million increase as a result of additional operating expenses related to
the operations of acquired outdoor advertising assets and increases in
personnel, sign site rent, insurance costs and property taxes. This increase was
offset by a $0.8 million decrease in corporate overhead expenses that is due to
the reversal of a jury verdict rendered against Lamar Advertising discussed
below.

In the third quarter of 2002, Lamar Media recorded a charge of $2.3 million
related to a jury verdict rendered in August 2002 against Lamar Advertising
Company for compensatory and punitive damages. In May, 2003, the Court ordered a
reduction to the punitive damage award, which was subject to the plaintiff's
consent. The plaintiff rejected the reduced award and the Court ordered a new
trial. Based on legal analysis, management believes the best estimate of the
Company's potential liability related to this claim is currently $1.3 million.
The $1.0 million reduction in the reserve for this liability was recorded as a
reduction of corporate expenses in the second quarter of 2003.

Due to the above factors, operating income decreased $1.5 million to $26.5
million for three months ended June 30, 2003 compared to $28.0 million for the
same period in 2002.

In June 2003, Lamar Media redeemed $100 million in principal amount of its
8 5/8% Senior Subordinated Notes due 2007, for a redemption price equal to
104.313% of the principal amount of the notes. In the second quarter of 2003,
Lamar Media recorded a loss on extinguishment of debt of $5.8 million, related
to this prepayment. Approximately $100 million in aggregate principal amount of
our 8 5/8% notes remain outstanding following this redemption.

Interest expense decreased $5.0 million from $23.5 million for the three months
ended June 30, 2002 to $18.5 million for the three months ended June 30, 2003 as
a result of lower interest rates both on existing and recently refinanced debt.

The decrease in operating income and the loss on extinguishment of debt offset
by the decrease in interest expense described above resulted in a $2.3 million
decrease in income before income taxes and cumulative effect of a change in
accounting principle. As a result of the above factors, the Company recognized
net income for the three months ended June 30, 2003 of $0.9 million, as compared
to net income of $2.5 million for the same period in 2002.

- ----------
(1)  Reconciliation of Reported Net Revenue to Acquisition-Adjusted Net Revenue:

                                                                                       Three months ended June 30,
                                                                                       --------------------------
                                                                                             (in thousands)
                                                                                         2003               2002
                                                                                       --------          --------
                                                                                                   
Reported net revenue                                                                   $208,178          $202,529
Acquisition net revenue                                                                       -             5,547
                                                                                       --------          --------
Acquisition-adjusted net revenue                                                       $208,178          $208,076
                                                                                       ========          ========

                                      -20-

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

LAMAR ADVERTISING COMPANY AND LAMAR MEDIA CORP.

Lamar Advertising Company is exposed to interest rate risk in connection with
variable rate debt instruments issued by its wholly owned subsidiary Lamar Media
Corp. The information below summarizes the Company's interest rate risk
associated with its principal variable rate debt instruments outstanding at June
30, 2003.

Loans under Lamar Media Corp.'s bank credit agreement bear interest at variable
rates equal to the JPMorgan Chase Prime Rate or LIBOR plus the applicable
margin. Because the JPMorgan Chase Prime Rate or LIBOR may increase or decrease
at any time, the Company is exposed to market risk as a result of the impact
that changes in these base rates may have on the interest rate applicable to
borrowings under the bank credit agreement. Increases in the interest rates
applicable to borrowings under the bank credit agreement would result in
increased interest expense and a reduction in the Company's net income.

At June 30, 2003, there was $1,015.0 million of aggregate indebtedness
outstanding under the bank credit agreement, or approximately 56.4% of the
Company's outstanding long-term debt on that date, bearing interest at variable
rates. The aggregate interest expense for 2003 with respect to borrowings under
the bank credit agreement was approximately $17.9 million, and the weighted
average interest rate applicable to borrowings under this credit facility during
2003 was 3.5%. Assuming that the weighted average interest rate was 200-basis
points higher (that is 5.5% rather than 3.5%), then the Company's 2003 interest
expense would have been approximately $9.9 million higher resulting in a $6.0
million increase in the Company's 2003 net loss.

The Company has mitigated the interest rate risk resulting from its variable
interest rate long-term debt instruments by issuing fixed rate long-term debt
instruments and maintaining a balance over time between the amount of the
Company's variable rate and fixed rate indebtedness. In addition, the Company
has the capability under the bank credit agreement to fix the interest rates
applicable to its borrowings at an amount equal to LIBOR plus the applicable
margin for periods of up to twelve months, which would allow the Company to
mitigate the impact of short-term fluctuations in market interest rates. In the
event of an increase in interest rates, the Company may take further actions to
mitigate its exposure. The Company cannot guarantee, however, that the actions
that it may take to mitigate this risk will be feasible or that, if these
actions are taken, that they will be effective.

ITEM 4.  CONTROLS AND PROCEDURES.

a)       Evaluation of disclosure controls and procedures.

The Company's and Lamar Media's management, with the participation of the
principal executive officer and principal financial officer of the Company and
Lamar Media, have evaluated the effectiveness of the design and operation of the
Company's and Lamar Media's disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended) as of the end of the period covered by this quarterly report. Based on
this evaluation, the principal executive officer and principal financial officer
of the Company and Lamar Media concluded that these disclosure controls and
procedures are effective and designed to ensure that the information required to
be disclosed in the Company's and Lamar Media's reports filed or submitted under
the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the requisite time periods.

b)       Changes in internal controls.

There was no change in the internal control over financial reporting (as defined
in Rules 13a-15(f) and 15d - 15(f) under the Securities Exchange Act of 1934,
as amended) of the Company and Lamar Media identified in connection with the
evaluation of the Company's and Lamar Media's internal control performed during
the last fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Company's and Lamar Media's internal control over
financial reporting.

                                      -21-

                           PART II - OTHER INFORMATION

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Company held its annual meeting of stockholders on Thursday, May 22, 2003.
Kevin P. Reilly, Jr., Charles W. Lamar, III, Anna Reilly Cullinan, Stephen P.
Mumblow, John Maxwell Hamilton and Thomas Reifenheiser were elected as directors
of the Company, each to hold office until the next annual meeting of
stockholders or until his or her successor has been elected and qualified.

The results of voting at the Company's annual meeting of stockholders were as
follows:

PROPOSAL NO. 1 (ELECTION OF DIRECTORS)

                                       Votes            Votes
                 Nominee                For           Withheld
         ---------------------      -----------      ----------
                                               
         Kevin P. Reilly, Jr.       226,091,065      14,830,915
         Charles W. Lamar, III      239,622,325       1,299,655
         Anna Reilly Cullinan       226,083,555      14,838,425
         Stephen P. Mumblow         239,839,815       1,082,165
         John Maxwell Hamilton      239,839,815       1,082,165
         Thomas Reifenheiser        239,839,815       1,082,165

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a) The Exhibits filed as part of this report are listed on the Exhibit Index
immediately following the signature page hereto, which Exhibit Index is
incorporated herein by reference.

(b) Reports on Form 8-K

On May 7, 2003, Lamar Advertising Company filed a Current Report on Form 8-K in
order to furnish to the Commission its earnings press release for the quarter
ended March 31, 2003.

 On June 2, 2003 and June 5, 2003. Lamar Media Corp. and Lamar Advertising
Company, respectively, each filed a Current Report on Form 8-K regarding the
pricing of Lamar Media Corp.'s institutional private placement f $125,000,000 of
senior subordinated notes, which closed on June 12, 2003, and filing the related
press releases as exhibits thereto.

On June 16, 2003, Lamar Advertising Company filed a Current Report on Form 8-K
relating to the sale of $287,500,000 of convertible notes through J.P. Morgan
Securities Inc. and Morgan Stanley & Co. Incorporated as underwriters and filed
certain exhibits for incorporation into its previously filed Registration
Statement on Form S-3.

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                            LAMAR ADVERTISING COMPANY

DATED:  August 12, 2003     BY: /s/ Keith A. Istre
                            ----------------------
                            Chief Financial and Accounting Officer and Treasurer

                            LAMAR MEDIA CORP.

DATED:  August 12, 2003     BY: /s/ Keith A. Istre
                            ----------------------
                            Chief Financial and Accounting Officer and Treasurer

                                      -22-

INDEX TO EXHIBITS

EXHIBIT
NUMBER     DESCRIPTION
- -------    -----------

2.1        Agreement and Plan of Merger dated as of July 20, 1999 among Lamar
           Media Corp., Lamar New Holding Co., and Lamar Holdings Merge Co.
           Previously filed as exhibit 2.1 to the Company's Current Report on
           Form 8-K filed on July 22, 1999 (File No. 0-30242) and incorporated
           herein by reference.

3.1        Certificate of Incorporation of Lamar New Holding Co. Previously
           filed as exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
           for the period ended June 30, 1999 (File No. 0-20833) filed on August
           16, 1999 and incorporated herein by reference.

3.2        Certificate of Amendment of Certificate of Incorporation of Lamar New
           Holding Co. (whereby the name of Lamar New Holding Co. was changed to
           Lamar Advertising Company). Previously filed as exhibit 3.2 to the
           Company's Quarterly Report on Form 10-Q for the period ended June 30,
           1999 (File No. 0-20833) filed on August 16, 1999 and incorporated
           herein by reference.

3.3        Certificate of Amendment of Certificate of Incorporation of Lamar
           Advertising Company. Previously filed as Exhibit 3.3 to the Company's
           Quarterly Report on Form 10-Q for the period ended June 30, 2000
           (File No. 0-30242) filed on August 11, 2000 and incorporated herein
           by reference.

3.4        Certificate of Correction of Certificate of Incorporation of Lamar
           Advertising Company. Previously filed as Exhibit 3.4 to the Company's
           Quarterly Report on Form 10-Q for the period ended September 30, 2000
           (File No. 0-30242) filed on November 14, 2000 and incorporated herein
           by reference.

3.5        Bylaws of the Lamar Advertising Company. Previously filed as Exhibit
           3.3 to the Company's Quarterly Report on Form 10-Q for the period
           ended June 30, 1999 (File No. 0-20833) filed on August 16, 1999 and
           incorporated herein by reference.

3.6        Amended and Restated Bylaws of Lamar Media Corp. Previously filed as
           Exhibit 3.1 to Lamar Media's Quarterly Report on Form 10-Q for the
           period ended September 30, 1999 (File No. 1-12407) filed on November
           12, 1999 and incorporated herein by reference.

4.1        Supplemental Indenture to the Indenture dated December 23, 2002 among
           Lamar Media Corp., certain of its subsidiaries and Wachovia Bank of
           Delaware, National Association, as Trustee, dated June 9, 2003.
           Previously filed as Exhibit 4.31 to Lamar Media's Registration
           Statement on Form S-4 (File No. 333-107427) filed on July 29, 2003
           and incorporated herein by reference.

4.2        Supplemental Indenture to the Indenture dated September 25, 1997
           among Lamar Media Corp., certain of its subsidiaries and State Street
           Bank and Trust Company, as Trustee, dated June 9, 2003. Previously
           filed as Exhibit 4.30 to Lamar Media's Registration Statement on Form
           S-4 (File No. 333-107427) filed on July 29, 2003 and incorporated
           herein by reference.

4.3        Registration Rights Agreement dated as of June 12, 2003 among Lamar
           Media Corp., the guarantors listed on Schedule 1 thereto and J.P.
           Morgan Securities Inc., Wachovia Securities, Inc., Goldman, Sachs &
           Co. And Morgan Stanley & Co. Incorporated. Previously filed as
           Exhibit 4.29 to Lamar Media's Registration Statement on Form S-4
           (File No. 333-107427) filed on July 29, 2003 and incorporated herein
           by reference.

4.4        Indenture dated June 16, 2003 between Lamar Advertising Company and
           Wachovia Bank of Delaware, National Association, as Trustee. Filed
           herewith.

4.5        First Supplemental Indenture dated June 16, 2003 between Lamar
           Advertising Company and Wachovia Bank of Delaware, National
           Association, as Trustee. Filed herewith.

31.1       Certification of the Chief Executive Officer of Lamar Advertising
           Company and Lamar Media Corp. pursuant to Securities Exchange Act
           Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of
           the Sarbanes- Oxley Act of 2002. Filed herewith.

                                      -23-

31.2.      Certification of the Chief Financial Officer of Lamar Advertising
           Company and Lamar Media Corp. pursuant to Securities Exchange Act
           Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of
           the Sarbanes-Oxley Act of 2002. Filed herewith.

32         Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
           to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.

                                      -24-

                                                                     Exhibit 4.4

================================================================================

                            LAMAR ADVERTISING COMPANY

                                       AND

           WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION, AS TRUSTEE

                                  -------------

                                    INDENTURE

                            DATED AS OF JUNE 16, 2003

================================================================================

                                TABLE OF CONTENTS

                                                                                                                 PAGE
                                                                                                              
ARTICLE 1      DEFINITIONS AND INCORPORATION BY REFERENCE....................................................      1

      1.1      Definitions...................................................................................      1

      1.2      Other Definitions.............................................................................      5

      1.3      Incorporation by Reference of Trust Indenture Act.............................................      5

      1.4      Rules of Construction.........................................................................      6

ARTICLE 2      THE SECURITIES................................................................................      6

      2.1      Issuable in Series............................................................................      6

      2.2      Establishment of Terms of Series of Securities................................................      7

      2.3      Execution and Authentication..................................................................      9

      2.4      Registrar and Paying Agent....................................................................     10

      2.5      Paying Agent To Hold Assets in Trust..........................................................     11

      2.6      Securityholder Lists..........................................................................     11

      2.7      Transfer and Exchange.........................................................................     11

      2.8      Replacement Securities........................................................................     13

      2.9      Outstanding Securities........................................................................     13

      2.10     Treasury Securities...........................................................................     13

      2.11     Temporary Securities..........................................................................     14

      2.12     Cancellation..................................................................................     14

      2.13     Payment of Interest; Defaulted Interest; Computation of Interest..............................     14

      2.14     CUSIP Number..................................................................................     15

      2.15     Provisions for Global Securities..............................................................     15

      2.16     Persons Deemed Owners.........................................................................     16

ARTICLE 3      REDEMPTION....................................................................................     16

      3.1      Notices of Trustee............................................................................     16

      3.2      Selection by Trustee of Securities to Be Redeemed.............................................     17

      3.3      Notice of Redemption..........................................................................     17

      3.4      Effect of Notice of Redemption................................................................     18

      3.5      Deposit of Redemption Price...................................................................     18

      3.6      Securities Redeemed in Part...................................................................     19

                                      -i-

                                TABLE OF CONTENTS
                                   (continued)

                                                                                                                 PAGE
                                                                                                              
ARTICLE 4      COVENANTS.....................................................................................     19

      4.1      Payment of Securities.........................................................................     19

      4.2      SEC Reports...................................................................................     19

      4.3      Waiver of Stay, Extension or Usury Laws.......................................................     19

      4.4      Compliance Certificate........................................................................     20

      4.5      Payment of Taxes and Other Claims.............................................................     20

      4.6      Corporate Existence...........................................................................     20

      4.7      Maintenance of Properties.....................................................................     21

ARTICLE 5      SUCCESSOR CORPORATION.........................................................................     21

      5.1      Limitation on Consolidation, Merger and Sale of Assets........................................     21

      5.2      Successor Person Substituted..................................................................     22

ARTICLE 6      DEFAULTS AND REMEDIES.........................................................................     22

      6.1      Events of Default.............................................................................     22

      6.2      Acceleration..................................................................................     24

      6.3      Other Remedies................................................................................     24

      6.4      Waiver of Past Defaults and Events of Default.................................................     24

      6.5      Control by Majority...........................................................................     25

      6.6      Limitation on Suits...........................................................................     25

      6.7      Rights of Holders To Receive Payment..........................................................     25

      6.8      Collection Suit by Trustee....................................................................     26

      6.9      Trustee May File Proofs of Claim..............................................................     26

      6.10     Priorities....................................................................................     26

      6.11     Undertaking for Costs.........................................................................     27

ARTICLE 7      TRUSTEE.......................................................................................     27

      7.1      Duties of Trustee.............................................................................     27

      7.2      Rights of Trustee.............................................................................     28

      7.3      Individual Rights of Trustee..................................................................     29

      7.4      Trustee's Disclaimer..........................................................................     29

      7.5      Notice of Default.............................................................................     29

                                      -ii-

                                TABLE OF CONTENTS
                                   (continued)

                                                                                                                 PAGE
                                                                                                              
      7.6      Reports by Trustee to Holders.................................................................     30

      7.7      Compensation and Indemnity....................................................................     30

      7.8      Replacement of Trustee........................................................................     30

      7.9      Successor Trustee by Consolidation, Merger or Conversion......................................     31

      7.10     Eligibility; Disqualification.................................................................     32

      7.11     Preferential Collection of Claims Against Company.............................................     32

      7.12     Paying Agents.................................................................................     32

ARTICLE 8      AMENDMENTS, SUPPLEMENTS AND WAIVERS...........................................................     32

      8.1      Without Consent of Holders....................................................................     32

      8.2      With Consent of Holders.......................................................................     33

      8.3      Compliance with Trust Indenture Act...........................................................     34

      8.4      Revocation and Effect of Consents.............................................................     34

      8.5      Notation on or Exchange of Securities.........................................................     35

      8.6      Trustee to Sign Amendments, Etc...............................................................     35

ARTICLE 9      DISCHARGE OF INDENTURE; DEFEASANCE............................................................     35

      9.1      Discharge of Indenture........................................................................     35

      9.2      Legal Defeasance..............................................................................     36

      9.3      Covenant Defeasance...........................................................................     36

      9.4      Conditions to Legal Defeasance or Covenant Defeasance.........................................     37

      9.5      Deposited Money and U.S. and Foreign Government Obligations to be
               Held in Trust; Other Miscellaneous Provisions.................................................     38

      9.6      Reinstatement.................................................................................     39

      9.7      Moneys Held by Paying Agent...................................................................     39

      9.8      Moneys Held by Trustee........................................................................     39

ARTICLE 10     MISCELLANEOUS.................................................................................     40

      10.1     Trust Indenture Act Controls..................................................................     40

      10.2     Notices.......................................................................................     40

      10.3     Communications by Holders with Other Holders..................................................     41

      10.4     Certificate and Opinion as to Conditions Precedent............................................     41

                                     -iii-

                                TABLE OF CONTENTS
                                   (continued)

                                                                                                                 PAGE
                                                                                                              
      10.5     Statement Required in Certificate and Opinion.................................................     42

      10.6     Rules by Trustee and Agents...................................................................     42

      10.7     Business Days; Legal Holidays.................................................................     42

      10.8     Governing Law.................................................................................     42

      10.9     No Adverse Interpretation of Other Agreements.................................................     43

      10.10    No Recourse Against Others....................................................................     43

      10.11    Successors and Assigns........................................................................     43

      10.12    Multiple Counterparts.........................................................................     43

      10.13    Table of Contents, Headings, Etc..............................................................     43

      10.14    Separabilty...................................................................................     43

      10.15    Securities in a Foreign Currency or in ECU....................................................     43

      10.16    Judgment Currency.............................................................................     44

                                      -iv-

                                TABLE OF CONTENTS
                                   (continued)

                                                                                                               PAGE

CROSS-REFERENCE TABLE

TIA SECTION                                                                                       INDENTURE SECTION
- -----------                                                                                       -----------------
                                                                                               
310(a)(1)                                                                                                      7.10
(a)(2)                                                                                                         7.10
(a)(3)                                                                                                          N/A
(a)(4)                                                                                                          N/A
(a)(5)                                                                                                         7.10
(b)                                                                                                 7.8; 7.10; 10.2
(b)(1)                                                                                                         7.10
(b)(9)                                                                                                         7.10
(c)                                                                                                             N/A
311(a)                                                                                                         7.11
(b)                                                                                                            7.11
(c)                                                                                                             N/A
312(a)                                                                                                          2.6
(b)                                                                                                            10.3
(c)                                                                                                            10.3
313(a)                                                                                                          7.6
(b)(1)                                                                                                          7.6
(b)(2)                                                                                                          7.6
(c)                                                                                                       7.6; 10.2
(d)                                                                                                             7.6
314(a)                                                                                               4.2; 4.4; 10.2
(b)                                                                                                             N/A
(c)(1)                                                                                                   10.4; 10.5
(c)(2)                                                                                                   10.4; 10.5
(c)(3)                                                                                                          N/A
(d)                                                                                                             N/A
(e)                                                                                                            10.5
(f)                                                                                                             N/A
315(a)                                                                                                     7.1, 7.2
(b)                                                                                                       7.5; 10.2
(c)                                                                                                             7.1
(d)                                                                                                   6.5; 7.1; 7.2
(e)                                                                                                            6.11
316(a)(last sentence)                                                                                          2.10
(a)(1)(A)                                                                                                       6.5
(a)(1)(B)                                                                                                       6.4
(a)(2)                                                                                                          8.2

                                      -v-

                                TABLE OF CONTENTS
                                   (continued)

                                                                                                             PAGE
                                                                                                       
(b)                                                                                                             6.7
(c)                                                                                                             8.4
317(a)(1)                                                                                                       6.8
(a)(2)                                                                                                          6.9
(b)                                                                                                       2.5; 7.12
318(a)                                                                                                         10.1

- ------------------
N/A means not applicable

Note:    This Cross-Reference Table shall not, for any purpose, be deemed to be
         a part of the Indenture.

                                      -vi-

         INDENTURE, dated as of June 16, 2003, by and between LAMAR ADVERTISING
COMPANY, a Delaware corporation, as Issuer (the "Company"), and WACHOVIA BANK OF
DELAWARE, NATIONAL ASSOCIATION, a national association organized under the laws
of the United States of America, as Trustee (the "Trustee").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its debentures, notes
or other evidences of indebtedness to be issued in one or more series (the
"Securities"), as herein provided, up to such principal amount as may from time
to time be authorized in or pursuant to one or more resolutions of the Board of
Directors or by supplemental indenture.

         All things necessary to make this Indenture a valid agreement of the
Company in accordance with its terms have been done, and the execution and
delivery thereof have been in all respects duly authorized by the parties
hereto.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of the Securities issued under
this Indenture:

                                   ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         1.1      DEFINITIONS.

         "Affiliate" of any specified Person means any other Person which
directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such specified Person. For the
purposes of this definition, "control" (including, with correlative meanings,
the terms "controlling," "controlled by," and "under common control with"), as
used with respect to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of voting securities, by agreement or
otherwise.

         "Agent" means any Registrar, Paying Agent, co-registrar or agent for
service of notices and demands.

         "Board of Directors" means the Board of Directors of the Company or any
committee authorized to act therefor.

         "Board Resolution" means a copy of a resolution certified pursuant to
an Officers' Certificate to have been duly adopted by the Board of Directors of
the Company and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

         "Capital Stock" means, with respect to any Person, any and all shares
or other equivalents (however designated) of capital stock, partnership
interests or any other participation, right or

other interest in the nature of an equity interest in such Person or any option,
warrant or other security convertible into any of the foregoing.

         "Company" means the party named as such in the first paragraph of this
Indenture until a successor replaces such party pursuant to Article 5 of this
Indenture, and thereafter means the successor and any other primary obligor on
the Securities.

         "Company Order" means a written order signed in the name of the Company
by two Officers, one of whom must be its Chief Executive Officer or its Chief
Financial Officer.

         "Company Request" means any written request signed in the name of the
Company by its Chief Executive Officer, its President, any Vice President, its
Chief Financial Officer or its Treasurer and attested to by the Secretary or any
Assistant Secretary of the Company.

         "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered.

         "Default" means any event that is, or with the passing of time or
giving of notice or both would be, an Event of Default.

         "Depositary" means, with respect to the Securities of any Series
issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary for such Series by the Company,
which Depositary shall be a clearing agency registered under the Exchange Act,
until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean each Person
who is then a Depositary hereunder, and if at any time there is more than one
such Person, such Persons.

         "Dollars" means the currency of the United States of America.

         "ECU" means the European Currency Unit as determined by the Commission
of the European Union.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Foreign Currency" means any currency or currency unit issued by a
government other than the government of the United States of America.

         "Foreign Government Obligations" means with respect to Securities of
any Series that are denominated in a Foreign Currency, (i) direct obligations of
the government that issued or caused to be issued such currency for the payment
of which obligations its full faith and credit is pledged or (ii) obligations of
a person controlled or supervised by or acting as an agency or instrumentality
of such government the timely payment of which is unconditionally guaranteed as
a full faith and credit obligation by such government, which, in either case
under clauses (i) or (ii), are not callable or redeemable at the option of the
issuer thereof.

         "GAAP" means generally accepted accounting principles consistently
applied as in effect in the United States from time to time.

                                     - 2 -

         "Global Security" or "Global Securities" means a Security or
Securities, as the case may be, in the form established pursuant to Section 2.2,
evidencing all or part of a Series of Securities issued to the Depositary for
such Series or its nominee, registered in the name of such Depositary or
nominee, and bearing the legend set forth in Section 2.15(c) (or such legend as
may be specified as contemplated by Section 2.2 for such Securities).

         "Holder" or "Securityholder" means the Person in whose name a Security
is registered on the Registrar's books.

         "Indebtedness" means (without duplication), with respect to any Person,
any indebtedness at any time outstanding, secured or unsecured, contingent or
otherwise, which is for borrowed money (whether or not the recourse of the
lender is to the whole of the assets of such Person or only to a portion
thereof), or evidenced by bonds, notes, debentures or similar instruments or
representing the balance deferred and unpaid of the purchase price of any
property (excluding any balances that constitute accounts payable or trade
payables, and other accrued liabilities arising in the ordinary course of
business) if and to the extent any of the foregoing indebtedness would appear as
a liability upon a balance sheet of such Person prepared in accordance with
GAAP.

         "Indenture" means this Indenture as amended, restated or supplemented
from time to time.

         "Interest Payment Date" means the Stated Maturity of an installment of
interest on Securities of any Series.

         "Lien" means, with respect to any property or assets of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement, encumbrance, preference,
priority, or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such property or assets (including,
without limitation, any capitalized lease obligation, conditional sales, or
other title retention agreement having substantially the same economic effect as
any of the foregoing).

         "Maturity Date" when used with respect to any Security or installment
of principal thereof, means the date on which the principal of such Security or
such installment of principal becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption, notice of option to elect payment or otherwise.

         "Officer" means the Chief Executive Officer, the President, any Vice
President, the Chief Financial Officer, the Treasurer or the Secretary of the
Company or any other officer designated by the Board of Directors, as the case
may be.

         "Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chief Executive Officer, the President or any Vice
President, and the Chief Financial Officer or any Treasurer of such Person that
shall comply with applicable provisions of this Indenture.

         "Opinion of Counsel" means a written opinion from legal counsel which
counsel is reasonably acceptable to the Trustee.

                                     - 3 -

         "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government (including any agency or political subdivision thereof).

         "Redemption Date" when used with respect to any Security of a Series to
be redeemed, means the date fixed for such redemption pursuant to this
Indenture.

         "Responsible Officer" when used with respect to the Trustee, means any
officer or officers within the corporate trust department of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and who are responsible for compliance with the obligations of the
Trustee as set forth in this Indenture and also means, with respect to a
particular corporate trust matter or obligation required of the Trustee as set
forth in this Indenture, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

         "SEC" means the United States Securities and Exchange Commission as
constituted from time to time or any successor performing substantially the same
functions.

         "Securities" means the securities that are issued under this Indenture,
as amended or supplemented from time to time pursuant to this Indenture.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Series" or "Series of Securities" means each series of debentures,
notes or other debt instruments of the Company created pursuant to Sections 2.1
or 2.2 hereof.

         "Significant Subsidiary" means (i) any direct or indirect Subsidiary of
the Company that would be a "significant subsidiary" as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such
regulation is in effect on the date hereof, or (ii) any group of direct or
indirect Subsidiaries of the Company that, taken together as a group, would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such regulation is in effect on
the date hereof.

         "Stated Maturity" means, when used with respect to any Security of any
Series or any installment of principal thereof or interest thereon, means the
date specified in such Security as the fixed date on which the principal of such
Security or such installment of principal or interest is due and payable and,
when used with respect to any other Indebtedness, means the date specified in
the instrument governing such Indebtedness as the fixed date on which the
principal of such Indebtedness, or any installment of interest thereon, is due
and payable.

         "Subsidiary" of any specified Person means any corporation,
partnership, joint venture, association or other business entity, whether now
existing or hereafter organized or acquired, (i) in the case of a corporation,
of which more than 50% of the total voting power of the Capital Stock entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors thereof is held, directly or indirectly by such Person or any of its
Subsidiaries; or (ii) in the case of a partnership, joint venture, association
or other business entity, with respect to which such Person or any of its
Subsidiaries has the power to direct or cause the direction of the

                                     - 4 -

management and policies of such entity by contract or otherwise or if in
accordance with GAAP such entity is consolidated with such Person for financial
statement purposes.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Section
77aaa-77bbbb) as in effect on the date of this Indenture (except as provided in
Section 8.3 hereof).

         "Trustee" means the party named as such in this Indenture until a
successor replaces it pursuant to this Indenture and thereafter means the
successor.

         "U.S. Government Obligations" means direct non-callable obligations of,
or non-callable obligations guaranteed by, the United States of America for the
payment of which obligation or guarantee the full faith and credit of the United
States of America is pledged.

         1.2      OTHER DEFINITIONS.

         The definitions of the following terms may be found in the sections
indicated as follows:

                                                                                  Defined
     Term                                                                       in Section
     ----                                                                       ----------
                                                                             
"Bankruptcy Law"                                                                    6.1
"Business Day"                                                                     10.8
"Covenant Defeasance"                                                               9.3
"Custodian"                                                                         6.1
"Event of Default"                                                                  6.1
"Journal"                                                                         10.16
"Judgment Currency"                                                               10.17
"Legal Defeasance"                                                                  9.2
"Legal Holiday"                                                                    10.8
"Market Exchange Rate"                                                            10.16
"New York Banking Day"                                                            10.17
"Paying Agent"                                                                      2.4
"Registrar"                                                                         2.4
"Required Currency"                                                               10.17
"Service Agent"                                                                     2.4

         1.3      INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

         Whenever this Indenture refers to a provision of the TIA, the portion
of such provision required to be incorporated herein in order for this Indenture
to be qualified under the TIA is incorporated by reference in and made a part of
this Indenture. The following TIA terms used in this Indenture have the
following meanings:

         "Commission" means the SEC.

         "indenture securities" means the Securities.

         "indenture securityholder" means a Securityholder.

                                     - 5 -

         "indenture to be qualified" means this Indenture.

         "indenture trustee" or "institutional trustee" means the Trustee.

         "obligor on the indenture securities" means the Company or any other
obligor on the Securities.

         All other terms used in this Indenture that are defined by the TIA,
defined in the TIA by reference to another statute or defined by SEC rule have
the meanings therein assigned to them.

         1.4      RULES OF CONSTRUCTION.

         Unless the context otherwise requires:

                  (1)      a term has the meaning assigned to it herein, whether
defined expressly or by reference;

                  (2)      an accounting term not otherwise defined has the
meaning assigned to it in accordance with GAAP;

                  (3)      "or" is not exclusive;

                  (4)      words in the singular include the plural, and in the
plural include the singular;

                  (5)      words used herein implying any gender shall apply to
each gender; and

                  (6)      the words "herein", "hereof" and "hereunder" and
other words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other sub-division.

                                   ARTICLE 2
                                 THE SECURITIES

         2.1      ISSUABLE IN SERIES.

         The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in
one or more Series. All Securities of a Series shall be identical except as may
be set forth in a Board Resolution, a supplemental indenture or an Officers'
Certificate detailing the adoption of the terms thereof pursuant to the
authority granted under a Board Resolution. In the case of Securities of a
Series to be issued from time to time, the Board Resolution, Officers'
Certificate or supplemental indenture may provide for the method by which
specified terms (such as interest rate, Stated Maturity, record date or date
from which interest shall accrue) are to be determined. Securities may differ
between Series in respect of any matters, provided that all Series of Securities
shall be equally and ratably entitled to the benefits of the Indenture.

                                     - 6 -

         2.2      ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES.

         At or prior to the issuance of any Securities within a Series, the
following shall be established (as to the Series generally, in the case of
Subsection 2.2(1) and either as to such Securities within the Series or as to
the Series generally in the case of Subsections 2.2(2) through 2.2(25) by a
Board Resolution, a supplemental indenture or an Officers' Certificate, in each
case, pursuant to authority granted under a Board Resolution:

                  (1)      the title of the Series (which shall distinguish the
Securities of that particular Series from the Securities of any other Series);

                  (2)      the price or prices (expressed as a percentage of the
principal amount thereof) at which the Securities of the Series will be issued;

                  (3)      any limit upon the aggregate principal amount of the
Securities of the Series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or 8.5);

                  (4)      the date or dates on which the principal of the
Securities of the Series is payable;

                  (5)      the rate or rates (which may be fixed or variable)
per annum or, if applicable, the method used to determine such rate or rates
(including, but not limited to, any commodity, commodity index, stock exchange
index or financial index) at which the Securities of the Series shall bear
interest, if any, the date or dates from which such interest, if any, shall
accrue, the date or dates on which such interest, if any, shall commence and be
payable and any regular record date for the interest payable on any Interest
Payment Date;

                  (6)      the place or places where the principal of and
interest and premium, if any, on the Securities of the Series shall be payable,
or the method of such payment, if by wire transfer, mail or other means;

                  (7)      if applicable, the period or periods within which,
the price or prices at which and the terms and conditions upon which the
Securities of the Series may be redeemed, in whole or in part, at the option of
the Company;

                  (8)      the obligation, if any, of the Company to redeem or
purchase the Securities of the Series pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or periods within
which, the price or prices at which and the terms and conditions upon which
Securities of the Series shall be redeemed or purchased, in whole or in part,
pursuant to such obligation;

                  (9)      the dates, if any, on which and the price or prices
at which the Securities of the Series will be repurchased by the Company at the
option of the Holders thereof and other detailed terms and provisions of such
repurchase obligations;

                                     - 7 -

                  (10)     if other than denominations of $1,000 and any
integral multiple thereof, the denominations in which the Securities of the
Series shall be issuable;

                  (11)     the forms of the Securities of the Series in bearer
or fully registered form (and, if in fully registered form, whether the
Securities will be issuable as Global Securities);

                  (12)     if other than the principal amount thereof, the
portion of the principal amount of the Securities of the Series that shall be
payable upon declaration of acceleration of the maturity thereof pursuant to
Section 6.2;

                  (13)     the currency of denomination of the Securities of the
Series, which may be Dollars or any Foreign Currency, including, but not limited
to, the ECU, and if such currency of denomination is a composite currency other
than the ECU, the agency or organization, if any, responsible for overseeing
such composite currency;

                  (14)     the designation of the currency, currencies or
currency units in which payment of the principal of and interest and premium, if
any, on the Securities of the Series will be made;

                  (15)     if payments of principal of, interest or premium, if
any, on the Securities of the Series are to be made in one or more currencies or
currency units other than that or those in which such Securities are
denominated, the manner in which the exchange rate with respect to such payments
will be determined;

                  (16)     the manner in which the amounts of payment of
principal of and interest and premium, if any, on the Securities of the Series
will be determined, if such amounts may be determined by reference to an index
based on a currency or currencies or by reference to a commodity, commodity
index, stock exchange index or financial index;

                  (17)     the provisions, if any, relating to any security
provided for the Securities of the Series;

                  (18)     any addition to or change in the Events of Default
which applies to any Securities of the Series and any change in the right of the
Trustee or the requisite Holders of such Securities to declare the principal
amount thereof due and payable pursuant to Section 6.2;

                  (19)     any addition to or change in the covenants set forth
in Articles 4 or 5 which applies to Securities of the Series;

                  (20)     any other terms of the Securities of the Series
(which terms shall not be inconsistent with the provisions of this Indenture,
except as permitted by Section 8.1, but which may modify or delete any provision
of this Indenture insofar as it applies to such Series).

                  (21)     any depositories, interest rate calculation agents,
exchange rate calculation agents or other agents with respect to Securities of
such Series if other than those appointed herein;

                                     - 8 -

                  (22)     the terms and conditions, if any, upon which the
Securities and any guarantees thereof shall be subordinated in right of payment
to other indebtedness of the Company or any guarantor;

                  (23)     the form and terms of any guarantee of the
Securities;

                  (24)     if applicable, that the Securities of the Series, in
whole or any specified part, shall be defeasible pursuant to Article 9; and

                  (25)     if applicable, that the Securities of the Series, in
whole or any specified part, shall be convertible into equity securities of the
Company

         All Securities of any one Series need not be issued at the same time
and may be issued from time to time, consistent with the terms of this
Indenture, if so provided by or pursuant to the Board Resolution, supplemental
indenture or Officers' Certificate referred to above, and the authorized
principal amount of any Series may not be increased to provide for issuances of
additional Securities of such Series, unless otherwise provided in such Board
Resolution, supplemental indenture or Officers' Certificate.

         2.3      EXECUTION AND AUTHENTICATION.

         The Securities shall be executed on behalf of the Company by two
Officers of the Company or an Officer and an Assistant Secretary of the Company.
Each such signature may be either manual or facsimile. The Company's seal may be
impressed, affixed, imprinted or reproduced on the Securities and may be in
facsimile form.

         If an Officer whose signature is on a Security no longer holds that
office at the time the Security is authenticated, the Security shall
nevertheless be valid. A Security shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent. The signature shall
be conclusive evidence that the Security has been authenticated under this
Indenture.

         The Trustee shall at any time, and from time to time, authenticate
Securities for original issue in the principal amount provided in the Board
Resolution, supplemental indenture hereto or Officers' Certificate, upon receipt
by the Trustee of a Company Order. Such Company Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which oral instructions shall be
promptly confirmed in writing. Each Security shall be dated the date of its
authentication unless otherwise provided by a Board Resolution, a supplemental
indenture hereto or an Officers' Certificate.

         The aggregate principal amount of Securities of any Series outstanding
at any time may not exceed any limit upon the maximum principal amount for such
Series set forth in the Board Resolution, supplemental indenture hereto or
Officers' Certificate delivered pursuant to Section 2.2, except as provided in
Section 2.8.

         Prior to the issuance of Securities of any Series, the Trustee shall
have received and (subject to Section 7.2) shall be fully protected in relying
on: (a) the Board Resolution, supplemental indenture hereto or Officers'
Certificate establishing the form of the Securities of that Series or of
Securities within that Series and the terms of the Securities of

                                     - 9 -

that Series or of Securities within that Series, (b) an Officers' Certificate
complying with Section 10.4, and (c) an Opinion of Counsel complying with
Section 10.4.

         The Trustee shall have the right to decline to authenticate and deliver
any Securities of such Series: (a) if the Trustee, being advised in writing by
outside counsel, determines that such action may not lawfully be taken; or (b)
if the Trustee in good faith by its board of directors or trustees, executive
committee or a trust committee of directors and/or vice-presidents shall
reasonably determine that such action would expose the Trustee to personal
liability, or cause it to have a conflict of interest with respect to Holders of
any then outstanding Series of Securities.

         The Trustee may appoint an authenticating agent reasonably acceptable
to the Company to authenticate Securities. An authenticating agent may
authenticate Securities whenever the Trustee may do so. Any appointment shall be
evidenced by instrument signed by an authorized officer of the Trustee, a copy
of which shall be furnished to the Company. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate of the Company.

         2.4      REGISTRAR AND PAYING AGENT.

         The Company shall maintain an office or agency where Securities of any
Series may be presented for registration of transfer or for exchange
("Registrar"), an office or agency located in the Borough of Manhattan, City of
New York, State of New York where Securities may be presented for payment
("Paying Agent"), and an office or agency where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served
("Service Agent"). The Registrar shall keep a register of the Securities and of
their transfer and exchange. The Company may have one or more co-registrars and
one or more additional paying agents. The Company shall give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such
required office or to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
address of the Trustee as set forth in Section 10.2. Neither the Company nor any
Affiliate of the Company may act as Paying Agent. The Company may change any
Paying Agent, Registrar or co-registrar without notice to any Securityholder.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations. The
Company shall give prompt written notice to the Trustee of such designation or
rescission and of any change in the location of any such other office or agency.

The Company shall enter into an appropriate agency agreement with any Registrar
or Paying Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall notify
the Trustee of the name and address of any such Agent. If the Company fails to
maintain a Registrar or Paying Agent, or agent for service of notices and
demands, or fails to give the foregoing notice, the Trustee shall

                                     - 10 -

act as such. The Company hereby appoints the Trustee as the initial Registrar,
Paying Agent and Service Agent for each Series unless another Registrar, Paying
Agent or Service Agent, as the case may be, is appointed prior to the time
Securities of that Series are first issued. The Company hereby initially
designates the Corporate Trust Office of the Trustee as such office of the
Company. The Company further designates Wachovia Bank of Delaware, National
Association, as the Paying Agent, with offices at 9300 Shelbyville Road, Suite
507, Louisville, KY 40222.

         2.5      PAYING AGENT TO HOLD ASSETS IN TRUST.

         The Trustee as Paying Agent shall, and the Company shall require each
Paying Agent other than the Trustee to agree in writing that each Paying Agent
shall hold in trust for the benefit of the Holders of any Series of Securities
or the Trustee all assets held by the Paying Agent for the payment of principal
of, or interest or premium (if any) on, such Series of Securities (whether such
assets have been distributed to it by the Company or any other obligor on such
Series of Securities), and the Company and the Paying Agent shall notify the
Trustee in writing of any Default by the Company (or any other obligor on such
Series of Securities) in making any such payment. The Company at any time may
require a Paying Agent to distribute all assets held by it to the Trustee and
account for any assets disbursed and the Trustee may at any time during the
continuance of any payment default with respect to any Series of Securities,
upon written request to a Paying Agent, require such Paying Agent to distribute
all assets held by it to the Trustee and to account for any assets distributed.
Upon distribution to the Trustee of all assets that shall have been delivered by
the Company to the Paying Agent, the Paying Agent shall have no further
liability for such assets.

         2.6      SECURITYHOLDER LISTS.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders of each Series of Securities. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee as of each regular record
date for the payment of interest on the Securities of a Series and before each
related Interest Payment Date, and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Securityholders of each Series
of Securities.

         2.7      TRANSFER AND EXCHANGE.

         When Securities of a Series are presented to the Registrar with a
request to register the transfer thereof, the Registrar shall register the
transfer as requested, and when such Securities of a Series are presented to the
Registrar with a request to exchange them for an equal principal amount of other
authorized denominations of Securities of the same Series, the Registrar shall
make the exchange as requested. To permit transfers and exchanges, upon
surrender of any Security for registration of transfer at the office or agency
maintained pursuant to Section 2.4 hereof, the Company shall execute and the
Trustee shall authenticate Securities at the Registrar's request.

                                     - 11 -

         Notwithstanding any other provision of this Section 2.7, unless and
until it is exchanged in whole or in part for definitive Securities, a Global
Security may not be transferred except as a whole by the Depositary to a nominee
of such Depositary or by a nominee of such Depositary to such Depositary or
another nominee of such Depositary or by such Depositary or any such nominee to
a successor Depositary or a nominee of such successor Depositary.

         If (i) the Depositary is at any time unwilling, unable or ineligible to
continue as Depositary and a successor Depositary is not appointed by the
Company within 90 days after the date the Company is so informed in writing or
becomes aware of the same, or (ii) a Default or an Event of Default has occurred
and is continuing, the Company promptly will execute and deliver to the Trustee
definitive Securities, and the Trustee, upon receipt of a Company Request for
the authentication and delivery of such definitive Securities (which the Company
will promptly execute and deliver to the Trustee), will authenticate and deliver
definitive Securities, without charge, in an aggregate principal amount equal to
the principal amount of the outstanding Global Securities, in exchange for and
upon surrender of all such Global Securities.

         In any exchange provided for in the preceding paragraph, the Company
will execute and the Trustee will authenticate and deliver definitive Securities
in the authorized denominations provided by Section 2.3.

         Upon the exchange of a Global Security for definitive Securities, such
Global Security shall be canceled by the Trustee. Definitive Securities issued
in exchange for Global Securities pursuant to this Section 2.7 shall be
registered in such names and in such authorized denominations as the Depositary,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee.

         All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration or transfer or exchange.

         Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Registrar or a
co-Registrar) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar or a
co-Registrar, duly executed by the Holder thereof or his attorney duly
authorized in writing.

         Any exchange or transfer shall be without charge, except that the
Company may require payment by the Holder of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation to a transfer or
exchange, but this provision shall not apply to any exchange pursuant to Section
2.11, 3.6 or 8.5 hereof. The Trustee shall not be required to register transfers
of Securities of any Series or to exchange Securities of any Series for a period
of 15 days before selection for redemption of such Securities. The Trustee shall
not be required to exchange or register transfers of Securities of any Series
called or being called for redemption in whole or in part, except the unredeemed
portion of such Security being redeemed in part.

                                     - 12 -

         2.8      REPLACEMENT SECURITIES.

         If a mutilated Security is surrendered to the Trustee or if the Holder
of a Security presents evidence to the satisfaction of the Company and the
Trustee that the Security has been lost, destroyed or wrongfully taken, the
Company shall issue and the Trustee shall authenticate a replacement Security of
the same Series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding. An indemnity bond may be required by the Company
or the Trustee that is sufficient in the reasonable judgment of the Company or
the Trustee, as the case may be, to protect the Company, the Trustee or any
Agent from any loss which any of them may suffer if a Security is replaced. The
Company may charge such Holder for its reasonable, out-of-pocket expenses in
replacing a Security, including the fees and expenses of counsel. Every
replacement Security shall constitute an additional obligation of the Company,
whether or not the destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionally with any and all other Securities of that
Series duly issued hereunder.

         2.9      OUTSTANDING SECURITIES.

         Securities outstanding at any time are all Securities authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, and those described in this Section 2.9 as not outstanding.

         If a Security is replaced pursuant to Section 2.8 (other than a
mutilated Security surrendered for replacement), it ceases to be outstanding
until the Company and the Trustee receive proof satisfactory to each of them
that the replaced Security is held by a bona fide purchaser. A mutilated
Security ceases to be outstanding upon surrender of such Security and
replacement thereof pursuant to Section 2.8.

         If a Paying Agent holds on a Redemption Date or Maturity Date of a
Series of Securities money sufficient to pay the principal of, premium, if any,
and accrued interest on Securities payable on that date and is not prohibited
from paying such money to the Holders thereof pursuant to the terms of this
Indenture, then on and after that date such Securities cease to be outstanding
and interest on them ceases to accrue.

         Subject to Section 2.10, a Security does not cease to be outstanding
solely because the Company or an Affiliate holds the Security.

         2.10     TREASURY SECURITIES.

         In determining whether the Holders of the required principal amount of
Securities of a Series have concurred in any request, demand, authorization,
direction, notice, consent or waiver, Securities of a Series owned by the
Company or an Affiliate shall be disregarded, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
request, demand, authorization, direction, notice, consent or waiver only
Securities of a Series that the Trustee knows are so owned shall be so
disregarded.

                                     - 13 -

         2.11     TEMPORARY SECURITIES.

         Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Securities. Temporary
Securities shall be substantially in the form, and shall carry all rights, of
definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Securities in
exchange for temporary Securities presented to it.

         2.12     CANCELLATION.

         The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for transfer, exchange or payment. At the
direction of the Trustee, the Registrar or the Paying Agent, and no one else,
shall cancel and at the written request of the Company, shall dispose of all
Securities surrendered for transfer, exchange, payment or cancellation. If the
Company shall acquire any of the Securities, such acquisition shall not operate
as a redemption or satisfaction of the Indebtedness represented by such
Securities unless and until the same are surrendered to the Trustee for
cancellation pursuant to this Section 2.12.

         2.13     PAYMENT OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF
INTEREST.

         Except as otherwise provided as contemplated by Section 2.2 with
respect to any Series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security is registered at the close of
business on the regular record date for such interest, as provided in the Board
Resolution, supplemental indenture hereto or Officers' Certificate establishing
the terms of such Series.

         With respect to any Holder with an aggregate principal amount of
Securities of any Series in an amount in excess of $2,000,000, upon receipt by
the Trustee of a written request from such Holder, payments of interest with
respect to such Securities shall be made to such Holder by wire transfer of
immediately available funds. Each other Holder shall receive payments of
interest by check or by transfer to an account maintained by such Holder in the
United States.

         If the Company defaults in a payment of interest on the Securities, it
shall pay the defaulted amounts, plus any interest payable on defaulted amounts
pursuant to Section 4.1 hereof, to the persons who are Securityholders on a
subsequent special record date, which date shall be the fifteenth day next
preceding the date fixed by the Company for the payment of defaulted interest or
the next succeeding Business Day if such date is not a Business Day. At least 15
days before the special record date, the Company shall mail or cause to be
mailed to each Securityholder, with a copy to the Trustee, a notice that states
the special record date, the payment date, and the amount of defaulted interest,
and interest payable on such defaulted interest, if any, to be paid.

         Except as otherwise specified as contemplated by Section 2.2 for
Securities of any Series, interest on the Securities of each Series shall be
computed on the basis of a 360-day year of twelve 30-day months.

                                     - 14 -

         2.14     CUSIP NUMBER.

         The Company in issuing the Securities may use one or more "CUSIP"
numbers, and if so, the Trustee shall use the CUSIP number(s) in notices of
redemption or exchange as a convenience to Holders, provided that any such
notice may state that no representation is made as to the correctness or
accuracy of the CUSIP number(s) printed in the notice or on the Securities, and
that reliance may be placed only on the other identification numbers printed on
the Securities.

         2.15     PROVISIONS FOR GLOBAL SECURITIES.

                                    (a)      A Board Resolution, a supplemental
indenture hereto or an Officers' Certificate shall establish whether the
Securities of a Series shall be issued in whole or in part in the form of one or
more Global Securities and the Depositary for such Global Securities or
Securities.

                                    (b)      Notwithstanding any provisions to
the contrary contained in Section 2.7 of the Indenture and in addition thereto,
any Global Security shall be exchangeable pursuant to Section 2.7 of the
Indenture for Securities registered in the names of Holders other than the
Depositary for such Security or its nominee only if (i) such Depositary notifies
the Company that it is unwilling or unable to continue as Depositary for such
Global Security or if at any time such Depositary ceases to be a clearing agency
registered under the Exchange Act, and, in either case, the Company fails to
appoint a successor Depositary within 90 days after such event, (ii) the Company
executes and delivers to the Trustee an Officers' Certificate to the effect that
such Global Security shall be so exchangeable or (iii) a Default or an Event of
Default with respect to the Securities represented by such Global Security shall
have occurred and be continuing. Any Global Security that is exchangeable
pursuant to the preceding sentence shall be exchangeable for Securities
registered in such names as the Depositary shall direct in writing in an
aggregate principal amount equal to the principal amount of the Global Security
with like tenor and terms.

                  Except as provided in this Section 2.15(b), a Global Security
may not be transferred except as a whole by the Depositary with respect to such
Global Security to a nominee of such Depositary, by a nominee of such Depositary
to such Depositary or another nominee of such Depositary or by the Depositary or
any such nominee to a successor Depositary or a nominee of such a successor
Depositary.

                                    (c)      Any Global Security issued
hereunder shall bear a legend in substantially the following form:

                           "This Security is a Global Security within the
meaning of the Indenture hereinafter referred to and is registered in the name
of the Depositary or a nominee of the Depositary. This Security is exchangeable
for Securities registered in the name of a person other than the Depositary or
its nominee only in the limited circumstances described in the Indenture, and
may not be transferred except as a whole by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or another nominee
of the Depositary or by the Depositary or any such nominee to a successor
Depositary or a nominee of such a successor Depositary."

                                     - 15 -

                                    (d)      The Depositary, as a Holder, may
appoint agents and otherwise authorize participants to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action which
a Holder is entitled to give or take under the Indenture.

                                    (e)      Notwithstanding the other
provisions of this Indenture, unless otherwise specified as contemplated by
Section 2.2, payment of the principal of and interest and premium, if any, on
any Global Security shall be made to the Depositary or its nominee in its
capacity as the Holder thereof.

                                    (f)      Except as provided in Section
2.15(e), the Company, the Trustee and any Agent shall treat a person as the
Holder of such principal amount of outstanding Securities of any Series
represented by a Global Security as shall be specified in a written statement of
the Depositary (which may be in the form of a participants' list for such
Series) with respect to such Global Security, for purposes of obtaining any
consents, declarations, waivers or directions required to be given by the
Holders pursuant to this Indenture.

         2.16     PERSONS DEEMED OWNERS.

         Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee, the Registrar and any agent of the Company, the
Registrar or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of and any premium and (subject to Section 2.13) any interest on such
Security and for all other purposes whatsoever, and neither the Company, the
Trustee, the Registrar nor any agent of the Company, the Registrar or the
Trustee shall be affected by notice to the contrary.

                                    ARTICLE 3
                                   REDEMPTION

         3.1      NOTICES OF TRUSTEE.

         The Company may, with respect to any Series of Securities, reserve the
right to redeem and pay the Series of Securities or may covenant to redeem and
pay the Series of Securities or any part thereof prior to the Stated Maturity
thereof at such time and on such terms as provided for in such Securities or the
related Board Resolution, supplemental indenture or Officers' Certificate. If a
Series of Securities is redeemable and the Company elects to redeem such
Securities of a Series, it shall notify the Trustee of the Redemption Date and
the principal amount of Securities to be redeemed at least 35 days (unless a
shorter notice shall be satisfactory to the Trustee) but not more than 60 days
before the Redemption Date. Any such notice may be canceled at any time prior to
notice of such redemption being mailed to any Holder and shall thereby be void
and of no effect.

         3.2      SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

         Unless otherwise indicated for a particular Series of Securities by a
Board Resolution, a supplemental indenture or an Officers' Certificate, if fewer
than all of the Securities of a Series are to be redeemed, the Trustee shall
select the Securities of a Series to be redeemed pro rata, by

                                     - 16 -

lot or by any other method that the Trustee considers fair and appropriate and,
if such Securities are listed on any securities exchange, by a method that
complies with the requirements of such exchange.

         The Trustee shall make the selection from Securities of a Series
outstanding and not previously called for redemption and shall promptly notify
the Company in writing of the Securities selected for redemption and, in the
case of any Security selected for partial redemption, the principal amount
thereof to be redeemed. Securities of a Series in denominations of $1,000 may be
redeemed only in whole. The Trustee may select for redemption portions of the
principal of Securities of a Series that have denominations larger than $1,000.
Securities of a Series and portions of them it selects shall be in amounts of
$1,000 or, with respect to Securities of any Series issuable in other
denominations pursuant to Section 2.2(10), the minimum principal denomination
for each Series and integral multiples thereof. Provisions of this Indenture
that apply to Securities called for redemption also apply to portions of
Securities called for redemption.

         3.3      NOTICE OF REDEMPTION.

         Unless otherwise indicated for a particular Series by Board Resolution,
a supplemental indenture hereto or an Officers' Certificate, at least 30 days,
and no more than 60 days, before a Redemption Date, the Company shall mail, or
cause to be mailed, a notice of redemption by first-class mail to each Holder of
Securities to be redeemed at his or her last address as the same appears on the
registry books maintained by the Registrar.

         The notice shall identify the Securities to be redeemed (including the
CUSIP number(s) thereof, if any) and shall state:

                  (1)      the Redemption Date;

                  (2)      the redemption price;

                  (3)      if any Security of a Series is being redeemed in
part, the portion of the principal amount of such Security of a Series to be
redeemed and that, after the Redemption Date and upon surrender of such Security
of a Series, a new Security or Securities in principal amount equal to the
unredeemed portion will be issued;

                  (4)      the name and address of the Paying Agent;

                  (5)      that Securities of a Series called for redemption
must be surrendered to the Paying Agent to collect the redemption price, and the
place or places where each such Security is to be surrendered for such payment;

                  (6)      that, unless the Company defaults in making the
redemption payment, interest on the Securities of a Series called for redemption
ceases to accrue on or after the Redemption Date, and the only remaining right
of the Holders of such Securities is to receive payment of the redemption price
upon surrender to the Paying Agent of the Securities redeemed; and

                                     - 17 -

                  (7)      if fewer than all the Securities of a Series are to
be redeemed, the identification of the particular Securities of a Series (or
portion thereof) to be redeemed, as well as the aggregate principal amount of
Securities of a Series to be redeemed and the aggregate principal amount of
Securities of a Series to be outstanding after such partial redemption.

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's sole expense.

         3.4      EFFECT OF NOTICE OF REDEMPTION.

         Once the notice of redemption described in Section 3.3 is mailed,
Securities of a Series called for redemption become due and payable on the
Redemption Date and at the redemption price, plus interest, if any, accrued to
(but not including) the Redemption Date. Upon surrender to the Trustee or Paying
Agent, such Securities of a Series shall be paid at the redemption price, plus
accrued interest, if any, to (but not including) the Redemption Date, provided
that if the Redemption Date is after a regular interest payment record date and
on or prior to the next Interest Payment Date, the accrued interest shall be
payable to the Holder of the redeemed Securities registered on the relevant
record date, as specified by the Company in the notice to the Trustee pursuant
to Section 3.1 hereof.

         3.5      DEPOSIT OF REDEMPTION PRICE.

         On or prior to the Redemption Date, the Company shall deposit with the
Paying Agent money sufficient to pay the redemption price of and accrued
interest, if any, on all Securities to be redeemed on that date other than
Securities or portions thereof called for redemption on that date which have
been delivered by the Company to the Trustee for cancellation.

         On and after any Redemption Date, if money sufficient to pay the
redemption price of and accrued interest on Securities called for redemption
shall have been made available in accordance with the preceding paragraph and
the Company and the Paying Agent are not prohibited from paying such moneys to
Holders, the Securities called for redemption will cease to accrue interest and
the only right of the Holders of such Securities will be to receive payment of
the redemption price of and, subject to the proviso in Section 3.4, accrued and
unpaid interest on such Securities to the Redemption Date. If any Security
called for redemption shall not be so paid, interest will be paid, from the
Redemption Date until such redemption payment is made, on the unpaid principal
of the Security and any interest or premium (if any) not paid on such unpaid
principal, in each case, at the rate and in the manner provided in the
Securities.

         3.6      SECURITIES REDEEMED IN PART.

         Upon surrender of a Security of a Series that is redeemed in part, the
Trustee shall authenticate for a Holder a new Security of the same Series equal
in principal amount to the unredeemed portion of the Security surrendered.

                                     - 18 -

                                    ARTICLE 4
                                    COVENANTS

         4.1      PAYMENT OF SECURITIES.

         The Company shall pay the principal of and interest and premium, if
any, on each Series of Securities on the dates and in the manner provided in
such Securities and this Indenture.

         An installment of principal or interest shall be considered paid on the
date it is due if the Trustee or Paying Agent holds on that date money
designated for and sufficient to pay such installment and is not prohibited from
paying such money to the Holders pursuant to the terms of this Indenture or
otherwise.

         The Company shall pay interest on overdue principal, and overdue
interest, to the extent lawful, at the rate specified in the Series of
Securities.

         4.2      SEC REPORTS.

         The Company will deliver to the Trustee and the Holders of Securities
within 15 days after the filing of the same with the SEC, copies of the
quarterly and annual report and of the information documents and other reports,
if any, which the Company is required to file with the SEC pursuant to Section
13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not be
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company will file with the SEC, to the extent permitted, and provide
the Trustee, Holders of each Series of Securities and prospective holders of
each Series of Securities with such quarterly and annual reports and such
information, documents and other reports specified in Section 13 and 15(d) of
the Exchange Act. The Company will also comply with the other provisions of TIA
Section 314(a).

         4.3      WAIVER OF STAY, EXTENSION OR USURY LAWS.

         The Company covenants (to the extent that it may lawfully do so) that
they will not at any time insist upon, or plead (as a defense or otherwise) or
in any manner whatsoever claim or take the benefit or advantage of, any stay,
extension law, usury law or other law which would prohibit or forgive the
Company from paying all or any portion of the principal of, premium, if any,
and/or interest on the Securities as contemplated herein, wherever enacted, now
or at any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that they may lawfully do so)
the Company hereby expressly waives all benefit or advantage of any such law,
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

         4.4      COMPLIANCE CERTIFICATE.

                                    (a)      The Company shall deliver to the
Trustee, within 90 days after the end of each fiscal year of the Company, an
Officers' Certificate which complies with TIA Section 314(a)(4) stating that a
review of the activities of the Company and its Subsidiaries during such fiscal
year has been made under the supervision of the signing Officers with a view

                                     - 19 -

to determining whether each has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge each has
kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions hereof (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action each is taking or proposes
to take with respect thereto) and that to the best of his or her knowledge no
event has occurred and remains in existence by reason of which payments on
account of the principal of or interest or premium, if any, on the Securities is
prohibited or if such event has occurred, a description of the event and what
action each is taking or proposes to take with respect thereto.

                                    (b)      (i) If any Default or Event of
Default has occurred and is continuing or (ii) if any Holder seeks to exercise
any remedy hereunder with respect to a claimed Default under this Indenture or
the Securities, the Company shall deliver to the Trustee an Officers'
Certificate specifying such event, notice or other action within five Business
Days of its becoming aware of such occurrence and what action the Company is
taking or proposes to take with respect thereto.

         4.5      PAYMENT OF TAXES AND OTHER CLAIMS.

         The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (i) all taxes, assessments and
governmental charges (including withholding taxes and any penalties, interest
and additions to taxes) levied or imposed upon it or any of its Significant
Subsidiaries or properties of it or any of its Significant Subsidiaries and (ii)
all lawful claims for labor, materials and supplies that, if unpaid, might by
law become a Lien upon the property of it or any of its Significant
Subsidiaries; provided, however, that the Company shall not be required to pay
or discharge or cause to be paid or discharged any such tax, assessment, charge
or claim if the amount, applicability or validity thereof is being contested in
good faith by appropriate proceedings and an adequate reserve has been
established therefor to the extent required by GAAP.

         4.6      CORPORATE EXISTENCE.

         Subject to Article 5 hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence, and the corporate, partnership or other existence of each Significant
Subsidiary, in accordance with the respective organizational documents (as the
same may be amended from time to time) of the Company and of each Significant
Subsidiary, and the rights (charter and statutory), licenses and franchises of
the Company and its Significant Subsidiaries; provided, however, that the
Company shall not be required to preserve any such right, license or franchise,
or the corporate, partnership or other existence of any of its Significant
Subsidiaries, if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and
its Significant Subsidiaries, taken as a whole, and that the loss thereof is not
adverse in any material respect to the Holders.

                                     - 20 -

         4.7      MAINTENANCE OF PROPERTIES.

         The Company will cause all properties used or useful in the conduct of
its business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section 4.7 shall prevent the Company from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in
the judgment of the Company, desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to
the Holders.

                                    ARTICLE 5
                              SUCCESSOR CORPORATION

         5.1      LIMITATION ON CONSOLIDATION, MERGER AND SALE OF ASSETS.

                                    (a)      The Company will not, in any
transaction or series of transactions, merge or consolidate with or into, or
sell, assign, convey, transfer, lease or otherwise dispose of all or
substantially all of its properties and assets (as an entirety or substantially
as an entirety in one transaction or a series of related transactions), to any
Person or Persons, and the Company will not permit any of its Significant
Subsidiaries to enter into any such transaction or series of transactions if
such transaction or series of transactions, in the aggregate, would result in a
sale, assignment, conveyance, transfer, lease or other disposition of all or
substantially all of the properties and assets of the Company or the Company and
its Significant Subsidiaries, taken as a whole, to any other Person or Persons,
unless at the time of and after giving effect thereto (i) either (A) if the
transaction or series of transactions is a merger or consolidation, the Company
shall be the surviving Person of such merger or consolidation, or (B) the Person
formed by such consolidation or into which the Company or such Significant
Subsidiary is merged or to which the properties and assets of the Company or
such Significant Subsidiary, as the case may be, are transferred (any such
surviving person or transferee Person being the "Surviving Entity") shall be a
corporation organized and existing under the laws of the United States of
America, any state thereof or the District of Columbia and shall expressly
assume by a supplemental indenture executed and delivered to the Trustee, in
form reasonably satisfactory to the Trustee, all the obligations of the Company
(including, without limitation, the obligation to pay the principal of, and
premium and interest, if any, on the Securities and the performance of the other
covenants) under the Securities of each Series and this Indenture, and in each
case, this Indenture shall remain in full force and effect; and (ii) immediately
before and immediately after giving effect to such transaction or series of
transactions on a pro forma basis (including, without limitation, any
Indebtedness incurred or anticipated to be incurred in connection with or in
respect of such transaction or series of transactions), no Default or Event of
Default shall have occurred and be continuing.

                                    (b)      In connection with any
consolidation, merger or transfer of assets contemplated by this Section 5.1,
the Company shall deliver, or cause to be delivered, to the Trustee, in form and
substance reasonably satisfactory to the Trustee, an Officers' Certificate

                                     - 21 -

and an Opinion of Counsel, each stating that such consolidation, merger or
transfer and the supplemental indenture in respect thereto comply with this
Section 5.1 and that all conditions precedent herein provided for relating to
such transaction or transactions have been complied with.

         5.2      SUCCESSOR PERSON SUBSTITUTED.

         Upon any consolidation or merger, or any transfer of all or
substantially all of the assets of the Company or any Significant Subsidiary in
accordance with Section 5.1 above, the successor corporation formed by such
consolidation or into which the Company is merged or to which such transfer is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor corporation had been named as the Company herein, and thereafter
(except with respect to any such transfer which is a lease) the predecessor
corporation shall be relieved of all obligations and covenants under this
Indenture and the Securities.

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

         6.1      EVENTS OF DEFAULT.

         "Events of Default," wherever used herein with respect to Securities of
any Series, means any one of the following events, unless in the establishing
Board Resolution, supplemental indenture or Officers' Certificate, it is
provided that such Series shall not have the benefit of said Event of Default:

                  (1)      there is a default in the payment of any principal
of, or premium, if any, on the Securities when the same becomes due and payable
at maturity, upon acceleration, redemption or otherwise;

                  (2)      there is a default in the payment of any interest on
any Security of a Series when the same becomes due and payable and the Default
continues for a period of 30 days;

                  (3)      the Company defaults in the observance or performance
of any other covenant in the Securities of a Series or this Indenture for 45
days after written notice from the Trustee or the Holders of not less than 25%
in the aggregate principal amount of the Securities of such Series then
outstanding;

                  (4)      there is a default or are defaults under one or more
agreements, instruments, mortgages, bonds, debentures or other evidences of
Indebtedness under which the Company or any Significant Subsidiary of the
Company then has outstanding Indebtedness in excess of $25 million, individually
or in the aggregate, and either (a) such Indebtedness is already due and payable
in full or (b) such default or defaults have resulted in the acceleration of the
maturity of such Indebtedness;

                  (5)      a court of competent jurisdiction enters a final
judgment or judgments which can no longer be appealed for the payment of money
in excess of $25 million (not covered by insurance) against the Company or any
Significant Subsidiary and such judgment remains

                                     - 22 -

undischarged for a period of 60 consecutive days during which a stay of
enforcement of such judgment shall not be in effect;

                  (6)      the Company or any Significant Subsidiary pursuant to
or within the meaning of any Bankruptcy Law:

                           (A)      commences a voluntary case,

                           (B)      consents to the entry of an order for relief
against it in an involuntary case,

                           (C)      consents to the appointment of a Custodian
of it or for all or substantially all of its property,

                           (D)      makes a general assignment for the benefit
of its creditors, or

                           (E)      generally is not paying its debts as they
become due;

                  (7)      a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:

                           (A)      is for relief against the Company or any
Significant Subsidiary in an involuntary case;

                           (B)      appoints a Custodian of the Company or any
Significant Subsidiary or for all or substantially all of the property of the
Company or any Significant Subsidiary; or

                           (C)      orders the liquidation of the Company or any
Significant Subsidiary, and the order or decree remains unstayed and in effect
for 60 days; or

                  (8)      any other Event of Default provided with respect to
Securities of that Series, which is specified in a Board Resolution, a
supplemental indenture hereto or an Officers' Certificate, in accordance with
Section 2.2(18).

         The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
Federal or state law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

         The Trustee may withhold notice of any Default (except in payment of
principal or premium, if any, or interest on the Securities) to the Holders of
the Securities of any Series in accordance with Section 7.5.

         6.2      ACCELERATION.

         If an Event of Default with respect to Securities of any Series at the
time outstanding (other than an Event of Default arising under Section 6.1(6) or
(7)) occurs and is continuing, the Trustee by written notice to the Company, or
the Holders of not less than 25% in aggregate

                                     - 23 -

principal amount of the Securities of that Series then outstanding may by
written notice to the Company and the Trustee declare that the entire principal
amount of all the Securities of that Series then outstanding plus accrued and
unpaid interest to the date of acceleration are immediately due and payable, in
which case such amounts shall become immediately due and payable; provided,
however, that after such acceleration but before a judgment or decree based on
such acceleration is obtained by the Trustee, the Holders of a majority in
aggregate principal amount of the outstanding Securities of that Series may
rescind and annul such acceleration and its consequences if (i) all existing
Events of Default, other than the nonpayment of accelerated principal, premium,
if any, or interest that has become due solely because of the acceleration, have
been cured or waived, (ii) to the extent the payment of such interest is lawful,
interest on overdue installments of interest and overdue principal, which has
become due otherwise than by such declaration of acceleration, has been paid and
(iii) if the rescission would not conflict with any judgment or decree. No such
rescission shall affect any subsequent Default or impair any right consequent
thereto. In case an Event of Default specified in Section 6.1(6) or (7) with
respect to the Company occurs, such principal, premium, if any, and interest
amount with respect to all of the Securities of that Series shall be due and
payable immediately without any declaration or other act on the part of the
Trustee or the Holders of the Securities of that Series.

         6.3      OTHER REMEDIES.

         If an Event of Default with respect to Securities of any Series at the
time outstanding occurs and is continuing, the Trustee may pursue any available
remedy by proceeding at law or in equity to collect the payment of principal of,
or premium, if any, and interest on the Securities of that Series or to enforce
the performance of any provision of the Securities of that Series or this
Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Securities of that Series or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Securityholder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. No remedy is exclusive of any other remedy. All available
remedies are cumulative to the extent permitted by law.

         6.4      WAIVER OF PAST DEFAULTS AND EVENTS OF DEFAULT.

         Subject to Sections 6.2, 6.7 and 8.2 hereof, the Holders of a majority
in principal amount of the Securities of any Series then outstanding have the
right to waive any existing Default or Event of Default with respect to such
Series or compliance with any provision of this Indenture (with respect to such
Series) or the Securities of such Series. Upon any such waiver, such Default
with respect to such Series shall cease to exist, and any Event of Default with
respect to such Series arising therefrom shall be deemed to have been cured for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereto.

                                     - 24 -

         6.5      CONTROL BY MAJORITY.

         The Holders of a majority in principal amount of the Securities of any
Series then outstanding may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee by this Indenture with respect to such Series.
The Trustee, however, may refuse to follow any direction that conflicts with law
or this Indenture or that the Trustee determines may be unduly prejudicial to
the rights of another Securityholder or that may involve the Trustee in personal
liability; provided that the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction.

         6.6      LIMITATION ON SUITS.

         Subject to Section 6.7 below, a Securityholder may not institute any
proceeding or pursue any remedy with respect to this Indenture or the Securities
of a Series unless:

                  (1)      the Holder gives to the Trustee written notice of a
continuing Event of Default with respect to the Securities of that Series;

                  (2)      the Holders of at least 25% in aggregate principal
amount of the Securities of such Series then outstanding make a written request
to the Trustee to pursue the remedy;

                  (3)      such Holder or Holders offer to the Trustee indemnity
reasonably satisfactory to the Trustee against any loss, liability or expense to
be incurred in compliance with such request;

                  (4)      the Trustee does not comply with the request within
60 days after receipt of the request and the offer of indemnity; and

                  (5)      no direction inconsistent with such written request
has been given to the Trustee during such 60-day period by the Holders of a
majority in aggregate principal amount of the Securities of such Series then
outstanding.

         A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over another
Securityholder.

         6.7      RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security of a Series to receive payment of principal of, or premium,
if any, and interest of the Security of such Series on or after the respective
due dates expressed in the Security of such Series, or to bring suit for the
enforcement of any such payment on or after such respective dates, is absolute
and unconditional and shall not be impaired or affected without the consent of
the Holder.

                                     - 25 -

         6.8      COLLECTION SUIT BY TRUSTEE.

         If an Event of Default in payment of principal, premium or interest
specified in Section 6.1(1) or (2) hereof with respect to Securities of any
Series at the time outstanding occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
(or any other obligor on the Securities of that Series) for the whole amount of
unpaid principal and accrued interest remaining unpaid, together with interest
on overdue principal and, to the extent that payment of such interest is lawful,
interest on overdue installments of interest, in each case at the rate then
borne by the Securities of that Series, and such further amounts as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

         6.9      TRUSTEE MAY FILE PROOFS OF CLAIM.

         The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Securityholders
allowed in any judicial proceedings relative to the Company (or any other
obligor upon the Securities), any of their respective creditors or any of their
respective property and shall be entitled and empowered to collect and receive
any monies or other property payable or deliverable on any such claims and to
distribute the same after deduction of its charges and expenses to the extent
that any such charges and expenses are not paid out of the estate in any such
proceedings and any custodian in any such judicial proceeding is hereby
authorized by each Securityholder to make such payments to the Trustee, and in
the event that the Trustee shall consent to the making of such payments directly
to the Securityholders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 7.7
hereof.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any
plan or reorganization, arrangement, adjustment or composition affecting the
Securities of a Series or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Securityholder in any such
proceedings.

         6.10     PRIORITIES.

         If the Trustee collects any money pursuant to this Article 6, it shall
pay out the money in the following order:

         FIRST: to the Trustee for amounts due under Section 7.7 hereof;

         SECOND: to Securityholders for amounts then due and unpaid for
principal, premium, if any, and interest on the Securities in respect of which
or for the benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due and payable on
such Securities for principal and any premium and interest, respectively; and

                                     - 26 -

         THIRD: to the Company.

         The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section 6.10.

         6.11     UNDERTAKING FOR COSTS.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.7 hereof or a suit by Holders of more than 10% in
principal amount of the Securities of a Series then outstanding.

                                    ARTICLE 7
                                     TRUSTEE

         7.1      DUTIES OF TRUSTEE.

                                    (a)      If an Event of Default has occurred
and is continuing, the Trustee shall exercise such of the rights and powers
vested in it by this Indenture and use the same degree of care and skill in its
exercise as a prudent person would exercise or use under the same circumstances
in the conduct of his own affairs.

                                    (b)      Except during the continuance of an
Event of Default:

                                             (1)      The Trustee need perform
only those duties that are specifically set forth in this Indenture and no
covenants or obligations shall be implied in this Indenture against the Trustee.

                                             (2)      In the absence of bad
faith on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture but, in the case of any such certificates or
opinions which by any provision hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this Indenture.

                                    (c)      The Trustee may not be relieved
from liability for its own negligent action, its own negligent failure to act,
or its own willful misconduct, except that:

                                             (1)      This paragraph does not
limit the effect of paragraph (b) of this Section 7.1.

                                     - 27 -

                                             (2)      The Trustee shall not be
liable for any error of judgment made in good faith by a Responsible Officer,
unless it is proved that the Trustee was negligent in ascertaining the pertinent
facts.

                                             (3)      The Trustee shall not be
liable with respect to any action it takes or omits to take in good faith in
accordance with a direction received by it pursuant to Sections 6.2 and 6.5
hereof.

                                    (d)      No provision of this Indenture
shall require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its rights or powers if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity satisfactory to it against such risk or liability is not
reasonably assured to it.

                                    (e)      Whether or not therein expressly so
provided, paragraphs (a), (b), (c) and (d) of this Section 7.1 shall govern
every provision of this Indenture that in any way relates to the Trustee.

                                    (f)      The Trustee shall not be liable for
interest on any money received by it except as the Trustee may agree in writing
with the Company. Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by the law.

                                    (g)      The Paying Agent, the Registrar and
any authenticating agent shall be entitled to the protections, immunities and
standard of care set forth in paragraphs (a), (b), (c), and (d) of this Section
7.1 and in Section 7.2 with respect to the Trustee.

         7.2      RIGHTS OF TRUSTEE.

                                    (a)      Subject to Section 7.1 hereof:

                                             (1)      The Trustee may rely on
and shall be protected in acting or refraining from acting upon any document
reasonably believed by it to be genuine and to have been signed or presented by
the proper person. The Trustee need not investigate any fact or matter stated in
the document.

                                             (2)      Before the Trustee acts or
refrains from acting, it may require an Officers' Certificate or an Opinion of
Counsel, or both, which shall conform to the provisions of Section 10.5 hereof.
The Trustee shall be protected and shall not be liable for any action it takes
or omits to take in good faith in reliance on such certificate or opinion.

                                             (3)      The Trustee may act
through agents and shall not be responsible for the misconduct or negligence of
any agent appointed by it with due care.

                                             (4)      The Trustee shall not be
liable for any action it takes or omits to take in good faith which it
reasonably believes to be authorized or within its rights or powers.

                                     - 28 -

                                             (5)      The Trustee may consult
with counsel of its selection, and the advice or opinion of such counsel as to
matters of law shall be full and complete authorization and protection from
liability in respect of any action taken, omitted or suffered by it hereunder in
good faith and in accordance with the advice or opinion of such counsel.

                                             (6)      The Trustee shall be under
no obligation to exercise any of the rights or powers vested in it by this
Indenture at the request, order or direction of any of the Holders pursuant to
the provisions of this Indenture, unless such Holders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby.

                                             (7)      The Trustee shall not be
deemed to have knowledge of any fact or matter unless such fact or matter is
known to a Responsible Officer of the Trustee.

         7.3      INDIVIDUAL RIGHTS OF TRUSTEE.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may make loans to, accept deposits from,
perform services for or otherwise deal with the Company, or any Affiliate
thereof, with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. The Trustee, however, shall be subject to
Sections 7.10 and 7.11 hereof.

         7.4      TRUSTEE'S DISCLAIMER.

         The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities (except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture and authenticate the
Securities and perform its obligations hereunder), it shall not be accountable
for the Company's use of the proceeds from the sale of Securities or any money
paid to the Company pursuant to the terms of this Indenture and it shall not be
responsible for any statement in the Securities other than its certificates of
authentication.

         7.5      NOTICE OF DEFAULT.

         If a Default or an Event of Default occurs and is continuing with
respect to the Securities of any Series and if it is known to the Trustee, the
Trustee shall mail to each Securityholder of the Securities of that Series
notice of the Default or the Event of Default, as the case may be, within 30
days after it occurs. Except in the case of a Default or an Event of Default in
payment of the principal of, or premium, if any, or interest on any Security of
any Series, the Trustee may withhold the notice if and so long as the Board of
Directors of the Trustee, the executive committee or any trust committee of such
board and/or its Responsible Officers in good faith determine(s) that
withholding the notice is in the interests of the Securityholders of that
Series.

         7.6      REPORTS BY TRUSTEE TO HOLDERS.

         If and to the extent required by the TIA, within 60 days after May 15
of each year, commencing the May 15 following the date of this Indenture, the
Trustee shall mail to each

                                     - 29 -

Securityholder a brief report dated as of such May 15 that complies with TIA
Section 313(a). The Trustee also shall comply with TIA Sections 313(b) and
313(c).

         A copy of each report at the time of its mailing to Securityholders
shall be filed with the SEC and any stock exchange on which the Securities of
that Series are listed. The Company shall promptly notify the Trustee when the
Securities of any Series are listed on any stock exchange, and the Trustee shall
comply with TIA Section 313(d).

         7.7      COMPENSATION AND INDEMNITY.

         The Company shall pay to the Trustee from time to time reasonable
compensation for its services. The Trustee's compensation shall not be limited
by any provision of law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee upon request for all reasonable
disbursements, expenses and advances incurred or made by it in connection with
its duties under this Indenture, including the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel.

         The Company shall indemnify the Trustee for, and hold it harmless
against, any and all loss or liability incurred by it in connection with the
acceptance or performance of its duties under this Indenture including the
reasonable costs and expenses of defending itself against any claim or liability
in connection with the exercise or performance of any of its powers or duties
hereunder. The Trustee shall notify the Company promptly of any claim asserted
against the Trustee for which it may seek indemnity. However, the failure by the
Trustee to so notify the Company shall not relieve the Company of its
obligations. Notwithstanding the foregoing, the Company need not reimburse the
Trustee for any expense or indemnify it against any loss or liability incurred
by the Trustee through its negligence or bad faith.

         To secure the payment obligations of the Company in this Section 7.7,
the Trustee shall have a Lien prior to the Securities of any Series on all money
or property held or collected by the Trustee, except such money or property held
in trust to pay principal of and interest and premium (if any) on particular
Securities of that Series.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(6) or (7) hereof occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

         For purposes of this Section 7.7, the term "Trustee" shall include any
trustee appointed pursuant to Article 9.

         7.8      REPLACEMENT OF TRUSTEE.

         The Trustee may resign with respect to the Securities of one or more
Series by so notifying the Company in writing at least 90 days in advance of
such resignation.

         The Holders of a majority in principal amount of the outstanding
Securities of any Series may remove the Trustee with respect to that Series by
notifying the removed Trustee in writing and may appoint a successor Trustee
with respect to that Series with the written consent of the

                                     - 30 -

Company, which consent shall not be unreasonably withheld. The Company may
remove the Trustee with respect to that Series at its election if:

                  (1)      the Trustee fails to comply with, or ceases to be
eligible under, Section 7.10 hereof;

                  (2)      the Trustee is adjudged a bankrupt or an insolvent or
an order for relief is entered with respect to the Trustee under any Bankruptcy
Law;

                  (3)      a Custodian or other public officer takes charge of
the Trustee or its property; or

                  (4)      the Trustee otherwise becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee with respect to any Series of Securities for any reason, the
Company shall promptly notify each Holder of such event and shall promptly
appoint a successor Trustee.

         If a successor Trustee with respect to the Securities of one or more
Series does not take office within 60 days after the retiring Trustee resigns or
is removed, the retiring Trustee, the Company or the Holders of at least 10% in
principal amount of the outstanding Securities of the applicable Series may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

         If the Trustee with respect to the Securities of one or more Series
fails to comply with Section 7.10 hereof, any Securityholder of the applicable
Series may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately following
such delivery (i) the retiring Trustee with respect to one or more Series shall,
subject to its rights under Section 7.7 hereof, transfer all property held by it
as Trustee with respect to such Series to the successor Trustee, (ii) the
resignation or removal of the retiring Trustee shall become effective, and (iii)
the successor Trustee with respect to such Series shall have all the rights,
powers and duties of the Trustee under this Indenture. A successor Trustee with
respect to the Securities of one or more Series shall mail notice of its
succession to each Securityholder of such Series.

         7.9      SUCCESSOR TRUSTEE BY CONSOLIDATION, MERGER OR CONVERSION.

         If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust assets to, another corporation,
subject to Section 7.10 hereof, the successor corporation without any further
act shall be the successor Trustee.

         7.10     ELIGIBILITY; DISQUALIFICATION.

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), (2) and (5) in every respect. The
Trustee shall have a combined capital and surplus of at least $100,000,000 as
set forth in its most recent published annual report of

                                     - 31 -

condition. The Trustee shall comply with TIA Section 310(b), including the
provision in Section 310(b)(1). If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 7.10, it shall resign
immediately in the manner and with the effect specified in this Article 7.

         7.11     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

         The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.

         7.12     PAYING AGENTS.

         The Company shall cause each Paying Agent other than the Trustee to
execute and deliver to it and the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this Section 7.12:

                  (1)      that it will hold all sums held by it as agent for
the payment of principal of, or premium, if any, or interest on, the Securities
(whether such sums have been paid to it by the Company or by any obligor on the
Securities) in trust for the benefit of Holders of the Securities or the
Trustee;

                  (2)      that it will at any time during the continuance of
any Event of Default, upon written request from the Trustee, deliver to the
Trustee all sums so held in trust by it together with a full accounting thereof;
and

                  (3)      that it will give the Trustee written notice within
three (3) Business Days of any failure of the Company (or by any obligor on the
Securities) in the payment of any installment of the principal of, premium, if
any, or interest on, the Securities when the same shall be due and payable.

                                    ARTICLE 8
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

         8.1      WITHOUT CONSENT OF HOLDERS.

         The Company, when authorized by a Board Resolution, and the Trustee may
amend or supplement this Indenture or the Securities of one or more Series
without notice to or consent of any Securityholder:

                  (1)      to comply with Section 5.1 hereof;

                  (2)      to provide for uncertificated Securities in addition
to certificated Securities;

                  (3)      to comply with any requirements of the SEC under the
TIA;

                                     - 32 -

                  (4)      to cure any ambiguity, defect or inconsistency, or to
make any other change that does not adversely affect the rights of any
Securityholder;

                  (5)      to provide for the issuance of and establish the form
and terms and conditions of Securities of any Series as permitted by this
Indenture; or

                  (6)      to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the Securities of
one or more Series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee.

                  The Trustee is hereby authorized to join with the Company in
the execution of any supplemental indenture authorized or permitted by the terms
of this Indenture and to make any further appropriate agreements and
stipulations which may be therein contained, but the Trustee shall not be
obligated to enter into any such supplemental indenture which adversely affects
its own rights, duties or immunities under this Indenture.

         8.2      WITH CONSENT OF HOLDERS.

                                    (a)      The Company, when authorized by a
Board Resolution, and the Trustee may amend or supplement this Indenture or the
Securities of one or more Series with the written consent of the Holders of not
less than a majority in aggregate principal amount of the outstanding Securities
of such Series affected by such amendment or supplement without notice to any
Securityholder. The Holders of not less than a majority in aggregate principal
amount of the outstanding Securities of each such Series affected by such
amendment or supplement may waive compliance in a particular instance by the
Company with any provision of this Indenture or the Securities of such Series
without notice to any Securityholder. Subject to Section 8.4, without the
consent of each Securityholder affected, however, an amendment, supplement or
waiver, including a waiver pursuant to Section 6.4, may not:

                                             (1)      reduce the amount of
Securities whose Holders must consent to an amendment, supplement or waiver to
this Indenture or the Securities;

                                             (2)      reduce the rate of or
change the time for payment of interest on any Security;

                                             (3)      reduce the principal or
change the Stated Maturity of any Security or reduce the amount of, or postpone
the date fixed for, the payment of any sinking fund or analogous obligation;

                                             (4)      make any Security payable
in money other than that stated in the Security;

                                             (5)      change the amount or time
of any payment required by the Securities or reduce the premium payable upon any
redemption of the Securities, or change the time before which no such redemption
may be made;

                                     - 33 -

                                             (6)      waive a Default or Event
of Default in the payment of the principal of or interest or premium, if any, on
any Security (except a rescission of acceleration of the Securities of any
Series by the Holders of at least a majority in principal amount of the
outstanding Securities of such Series and a waiver of the payment default that
resulted from such acceleration);

                                             (7)      waive a redemption payment
with respect to any Security or change any of the provisions with respect to the
redemption of any Securities;

                                             (8)      make any changes in
Sections 6.4 or 6.7 hereof or this Section 8.2, except to increase any
percentage of Securities the Holders of which must consent to any matter; or; or

                                             (9)      take any other action
otherwise prohibited by this Indenture to be taken without the consent of each
holder affected thereby.

                                    (b)      Upon the request of the Company,
accompanied by a Board Resolution authorizing the execution of any such
supplemental indenture, and upon the receipt by the Trustee of evidence
reasonably satisfactory to the Trustee of the consent of the Securityholders as
aforesaid and upon receipt by the Trustee of the documents described in Section
8.6 hereof, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture, in which case the Trustee
may in its discretion, but shall not be obligated to, enter into such
supplemental indenture.

                                    (c)      It shall not be necessary for the
consent of the Holders under this section to approve the particular form of any
proposed amendment, supplement or waiver, but it shall be sufficient if such
consent approves the substance thereof.

         8.3      COMPLIANCE WITH TRUST INDENTURE ACT.

         Every amendment to or supplement of this Indenture or the Securities
shall comply with the TIA as then in effect.

         8.4      REVOCATION AND EFFECT OF CONSENTS.

         Until an amendment, supplement, waiver or other action becomes
effective, a consent to it by a Holder of a Security is a continuing consent
conclusive and binding upon such Holder and every subsequent Holder of the same
Security or portion thereof, and of any Security issued upon the transfer
thereof or in exchange therefor or in place thereof, even if notation of the
consent is not made on any such Security. Any such Holder or subsequent Holder,
however, may revoke the consent as to his Security or portion of a Security, if
the Trustee receives the notice of revocation before the date the amendment,
supplement, waiver or other action becomes effective.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement, or waiver which record date shall be at least 30 days prior to the
first solicitation of such consent. If a record date is fixed, then,
notwithstanding the preceding paragraph, those Persons who were Holders at such

                                     - 34 -

record date (or their duly designated proxies), and only such Persons, shall be
entitled to consent to such amendment, supplement, or waiver or to revoke any
consent previously given, whether or not such Persons continue to be Holders
after such record date. No such consent shall be valid or effective for more
than 90 days after such record date without the applicable amendment, supplement
or waiver becoming effective.

         After an amendment, supplement, waiver or other action becomes
effective, it shall bind every Securityholder, unless it makes a change
described in any of clauses (1) through (9) of Section 8.2 hereof. In that case
the amendment, supplement, waiver or other action shall bind each Holder of a
Security who has consented to it and every subsequent Holder of a Security or
portion of a Security that evidences the same debt as the consenting Holder's
Security; provided that any such waiver shall not impair or affect the right of
any Holder to receive payment of principal of and interest and premium (if any)
on a Security, on or after the respective due dates expressed in such Security,
or to bring suit for the enforcement of any such payment on or after such
respective dates without the consent of such Holder.

         8.5      NOTATION ON OR EXCHANGE OF SECURITIES.

         If an amendment, supplement, or waiver changes the terms of a Security
of any Series, the Trustee may request the Holder of such Security to deliver it
to the Trustee. In such case, the Trustee shall place an appropriate notation on
such Security about the changed terms and return it to the Holder.
Alternatively, if the Company or the Trustee so determines, the Company in
exchange for such Security shall issue and the Trustee shall authenticate a new
security that reflects the changed terms. Failure to make the appropriate
notation or issue a new Security shall not affect the validity and effect of
such amendment, supplement or waiver.

         8.6      TRUSTEE TO SIGN AMENDMENTS, ETC.

         The Trustee shall sign any amendment, supplement or waiver authorized
pursuant to this Article 8 if the amendment, supplement or waiver does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may, but need not, sign it. In signing or refusing to
sign such amendment, supplement or waiver the Trustee shall be entitled to
receive and, subject to Section 7.1 hereof, shall be fully protected in relying
upon an Officers' Certificate and an Opinion of Counsel stating that such
amendment, supplement or waiver is authorized or permitted by this Indenture.
The Company may not sign an amendment or supplement until the Board of Directors
of the Company approves it.

                                    ARTICLE 9
                       DISCHARGE OF INDENTURE; DEFEASANCE

         9.1      DISCHARGE OF INDENTURE.

         The Company may terminate its obligations under the Securities of any
Series and this Indenture with respect to such Series, except the obligations
referred to in the last paragraph of this Section 9.1, if there shall have been
canceled by the Trustee or delivered to the Trustee for cancellation all
Securities of such Series theretofore authenticated and delivered (other than
any Securities of such Series that are asserted to have been destroyed, lost or
stolen and that shall

                                     - 35 -

have been replaced as provided in Section 2.8 hereof) and the Company has paid
all sums payable by it hereunder or deposited all required sums with the
Trustee.

         After such delivery the Trustee upon request shall acknowledge in
writing the discharge of the Company's obligations under the Securities of such
Series and this Indenture except for those surviving obligations specified
below.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company in Sections 7.7, 9.5 and 9.6 hereof shall survive.

         9.2      LEGAL DEFEASANCE.

         The Company may at its option, by Board Resolution, be discharged from
its obligations with respect to the Securities of any Series on the date the
conditions set forth in Section 9.4 below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, such Legal Defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented
by the Securities of such Series and to have satisfied all its other obligations
under such Securities and this Indenture insofar as such Securities are
concerned (and the Trustee, at the expense of the Company, shall, subject to
Section 9.6 hereof, execute proper instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of outstanding Securities of such Series to
receive solely from the trust funds described in Section 9.4 hereof and as more
fully set forth in such section, payments in respect of the principal of,
premium, if any, and interest on the Securities of such Series when such
payments are due, (B) the Company's obligations with respect to the Securities
of such Series under Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.9 hereof, (C) the
rights, powers, trusts, duties, and immunities of the Trustee hereunder
(including claims of, or payments to, the Trustee under or pursuant to Section
7.7 hereof) and (D) this Article 9. Subject to compliance with this Article 9,
the Company may exercise its option under this Section 9.2 with respect to the
Securities of any Series notwithstanding the prior exercise of its option under
Section 9.3 below with respect to the Securities of such Series.

         9.3      COVENANT DEFEASANCE.

         At the option of the Company, pursuant to a Board Resolution, the
Company shall be released from its obligations under Sections 4.2 through 4.7
hereof, inclusive, and Section 5.1 hereof, with respect to the outstanding
Securities of any Series, on and after the date the conditions set forth in
Section 9.4 hereof are satisfied (hereinafter, "Covenant Defeasance"). For this
purpose, such Covenant Defeasance means that the Company may omit to comply with
and shall have no liability in respect of any term, condition or limitation set
forth in any such specified section or portion thereof, whether directly or
indirectly by reason of any reference elsewhere herein to any such specified
Section or portion thereof or by reason of any reference in any such specified
section or portion thereof to any other provision herein or in any other
document, but the remainder of this Indenture and the Securities of any Series
shall be unaffected thereby.

                                     - 36 -

         9.4      CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

         The following shall be the conditions to application of Section 9.2 or
Section 9.3 hereof to the outstanding Securities of a Series:

                  (1)      the Company shall irrevocably have deposited or
caused to be deposited with the Trustee (or another trustee satisfying the
requirements of Section 7.10 hereof who shall agree to comply with the
provisions of this Article 9 applicable to it) as funds in trust for the purpose
of making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of the Securities, (A) money in
an amount, or (B) U.S. Government Obligations or Foreign Government Obligations
which through the scheduled payment of principal and interest in respect thereof
in accordance with their terms will provide, not later than the due date of any
payment, money in an amount, or (C) a combination thereof, sufficient, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge, and which shall be applied by the Trustee (or other qualifying
trustee) to pay and discharge, the principal of, premium, if any, and accrued
interest on the outstanding Securities of such Series at the Stated Maturity of
such principal, premium, if any, or interest, or on dates for payment and
redemption of such principal, premium, if any, and interest selected in
accordance with the terms of this Indenture and of the Securities of such
Series;

                  (2)      no Event of Default or Default with respect to the
Securities of such Series shall have occurred and be continuing on the date of
such deposit, or shall have occurred and be continuing at any time during the
period ending on the 91st day after the date of such deposit or, if longer,
ending on the day following the expiration of the longest preference period
under any Bankruptcy Law applicable to the Company in respect of such deposit
(it being understood that this condition shall not be deemed satisfied until the
expiration of such period);

                  (3)      such Legal Defeasance or Covenant Defeasance shall
not cause the Trustee to have a conflicting interest for purposes of the TIA
with respect to any securities of the Company;

                  (4)      such Legal Defeasance or Covenant Defeasance shall
not result in a breach or violation of, or constitute default under any other
agreement or instrument to which the Company is a party or by which it is bound;

                  (5)      the Company shall have delivered to the Trustee an
Opinion of Counsel stating that, as a result of such Legal Defeasance or
Covenant Defeasance, neither the trust nor the Trustee will be required to
register as an investment company under the Investment Company Act of 1940, as
amended;

                  (6)      in the case of an election under Section 9.2 above,
the Company shall have delivered to the Trustee an Opinion of Counsel stating
that (i) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling to the effect that or (ii) there has been a
change in any applicable Federal income tax law with the effect that, and such
opinion shall confirm that, the Holders of the outstanding Securities of such
Series or persons in their positions will not recognize income, gain or loss for
Federal income tax purposes

                                     - 37 -

solely as a result of such Legal Defeasance and will be subject to Federal
income tax on the same amounts, in the same manner, including as a result of
prepayment, and at the same times as would have been the case if such Legal
Defeasance had not occurred;

                  (7)      in the case of an election under Section 9.3 hereof,
the Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that the Holders of the outstanding Securities of such Series will not
recognize income, gain or loss for Federal income tax purposes as a result of
such Covenant Defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such Covenant Defeasance had not occurred;

                  (8)      the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for in this Article 9 relating to either the Legal
Defeasance under Section 9.2 above or the Covenant Defeasance under Section 9.3
hereof (as the case may be) have been complied with;

                  (9)      the Company shall have delivered to the Trustee an
Officers' Certificate stating that the deposit under clause (1) was not made by
the Company with the intent of defeating, hindering, delaying or defrauding any
creditors of the Company or others; and

                  (10)     the Company shall have paid or duly provided for
payment under terms mutually satisfactory to the Company and the Trustee all
amounts then due to the Trustee pursuant to Section 7.7 hereof.

         9.5      DEPOSITED MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO
BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

         All money, U.S. Government Obligations and Foreign Government
Obligations (including the proceeds thereof) deposited with the Trustee pursuant
to Section 9.4 hereof in respect of the outstanding Securities shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
Paying Agent as the Trustee may determine, to the Holders of such Securities, of
all sums due and to become due thereon in respect of principal, premium, if any,
and accrued interest, but such money need not be segregated from other funds
except to the extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations and
Foreign Government Obligations deposited pursuant to Section 9.4 hereof or the
principal, premium, if any, and interest received in respect thereof other than
any such tax, fee or other charge which by law is for the account of the Holders
of the outstanding Securities.

         Anything in this Article 9 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money, U.S. Government Obligations or Foreign Government Obligations held by it
as provided in Section 9.4 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount

                                     - 38 -

thereof which would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.

         9.6      REINSTATEMENT.

         If the Trustee or Paying Agent is unable to apply any money, U.S.
Government Obligations or Foreign Government Obligations in accordance with
Section 9.1, 9.2, 9.3 or 9.4 hereof by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to this Article 9 until
such time as the Trustee or Paying Agent is permitted to apply all such money,
U.S. Government Obligations or Foreign Government Obligations, as the case may
be, in accordance with Section 9.1, 9.2, 9.3 or 9.4 hereof; provided, however,
that if the Company has made any payment of principal of, premium, if any, or
accrued interest on any Securities because of the reinstatement of their
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money, U.S. Government
Obligations or Foreign Government Obligations held by the Trustee or Paying
Agent.

         9.7      MONEYS HELD BY PAYING AGENT.

         In connection with the satisfaction and discharge of this Indenture,
all moneys then held by any Paying Agent under the provisions of this Indenture
shall, upon demand of the Company, be paid to the Trustee, or if sufficient
moneys have been deposited pursuant to Section 9.1 hereof, to the Company, and
thereupon such Paying Agent shall be released from all further liability with
respect to such moneys.

         9.8      MONEYS HELD BY TRUSTEE.

         Any moneys deposited with the Trustee or any Paying Agent or then held
by the Company in trust for the payment of the principal of, or premium, if any,
or interest on any Security that are not applied but remain unclaimed by the
Holder of such Security for two years after the date upon which the principal
of, or premium, if any, or interest on such Security shall have respectively
become due and payable shall be repaid to the Company upon Company Request, or
if such moneys are then held by the Company in trust, such moneys shall be
released from such trust; and the Holder of such Security entitled to receive
such payment shall thereafter, as an unsecured general creditor, look only to
the Company for the payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money shall thereupon cease; provided,
however, that the Trustee or any such Paying Agent, before being required to
make any such repayment, may, at the expense of the Company, either mail to each
Securityholder affected, at the address shown in the register of the Securities
maintained by the Registrar or cause to be published once a week for two
successive weeks, in a newspaper published in the English language, customarily
published each Business Day and of general circulation in the City of New York,
New York, a notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
mailing or publication, any unclaimed balance of such moneys then remaining will
be repaid to the Company. After payment to the Company or the release of any
money held in trust by the

                                     - 39 -

Company, Securityholders entitled to the money must look only to the Company for
payment as general creditors unless applicable abandoned property law designates
another person.

                                   ARTICLE 10
                                  MISCELLANEOUS

         10.1     TRUST INDENTURE ACT CONTROLS.

         If any provision of this Indenture limits, qualifies or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provision shall control. If any provision of this Indenture
modifies or excludes any provision of the TIA which may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

         10.2     NOTICES.

         Any notice or communication shall be given in writing and delivered in
person, sent by facsimile, delivered by commercial courier service or mailed by
first-class mail, postage prepaid, addressed as follows:

         If to the Company:

         Lamar Advertising Company
         5551 Corporate Boulevard
         Baton Rouge, Louisiana 70808
         Attention: Chief Financial Officer

         Copy to:

         Palmer & Dodge LLP
         111 Huntington Avenue
         Boston, Massachusetts 02199
         Attention: George Ticknor, Esq.

         If to the Trustee:

         Wachovia Bank of Delaware, National Association
         Corporate Trust Administration
         9300 Shelbyville Road, Suite 507
         Louisville, Kentucky 40222
         Attention: Mr. Brian K. Justice

         The Company or the Trustee by written notice to the other may designate
additional or different addresses for subsequent notices or communications. Any
notice or communication to the Company or the Trustee shall be deemed to have
been given or made as of the date so delivered if personally delivered; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and five
(5) calendar days after mailing if sent by registered or certified mail,

                                     - 40 -

postage prepaid (except that a notice of change of address shall not be deemed
to have been given until actually received by the addressee).

         Any notice or communication mailed to a Securityholder shall be mailed
to him by first-class mail, postage prepaid, at his address shown on the
register kept by the Registrar. In addition, notices or communications to
Securityholders shall be given by release made to Reuters Economic Services and
Bloomberg Business News.

         Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication to a Securityholder is mailed in
the manner provided above, it shall be deemed duly given five (5) calendar days
after mailing, whether or not the addressee receives it.

         In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice as required
by this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

         In the case of Global Securities, notices or communications to be given
to Securityholders shall be given to the Depositary, in accordance with its
applicable policies as in effect from time to time.

         10.3     COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

         Securityholders of any Series may communicate pursuant to TIA Section
312(b) with other Securityholders of that Series or any other Series with
respect to their rights under this Indenture or the Securities of that Series or
any other Series. The Company, the Trustee, the Registrar and anyone else shall
have the protection of TIA Section 312(c).

         10.4     CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

                  (1)      an Officers' Certificate (which shall include the
statements set forth in Section 10.5 below) stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and

                  (2)      an Opinion of Counsel (which shall include the
statements set forth in Section 10.5 below) stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.

         10.5     STATEMENT REQUIRED IN CERTIFICATE AND OPINION.

         Each certificate and opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                                     - 41 -

                  (1)      a statement that the Person making such certificate
or opinion has read such covenant or condition;

                  (2)      a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;

                  (3)      a statement that, in the opinion of such Person, it
or he has made such examination or investigation as is necessary to enable it or
him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and

                  (4)      a statement as to whether or not, in the opinion of
such Person, such covenant or condition has been complied with.

         10.6     RULES BY TRUSTEE AND AGENTS.

         The Trustee may make reasonable rules for action by or at meetings of
Securityholders. The Registrar and Paying Agent may make reasonable rules for
their functions.

         10.7     BUSINESS DAYS; LEGAL HOLIDAYS.

         A "Business Day" is a day that is not a Legal Holiday. A "Legal
Holiday" is a Saturday, a Sunday, a federally recognized holiday or a day on
which banking institutions are not required to be open in the State of New York
or the Commonwealth of Kentucky.

         If a payment date is a Legal Holiday at a place of payment, payment may
be made at that place on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period.

         10.8     GOVERNING LAW.

         THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES.

         10.9     NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

         This Indenture may not be used to interpret another indenture, loan,
security or debt agreement of the Company or any Subsidiary thereof. No such
indenture, loan, security or debt agreement may be used to interpret this
Indenture.

                                     - 42 -

         10.10    NO RECOURSE AGAINST OTHERS.

         A director, officer, employee, stockholder or incorporator, as such, of
the Company shall not have any liability for any obligations of the Company
under the Securities or the Indenture or for any claim based on, in respect of
or by reason of such obligations or their creations. Each Securityholder by
accepting a Security waives and releases all such liability. Such waiver and
release are part of the consideration for the issuance of the Securities.

         10.11    SUCCESSORS AND ASSIGNS.

         All agreements of the Company in this Indenture and the Securities
shall bind its successors and assigns, whether so expressed or not. All
agreements of the Trustee, any additional trustee and any Paying Agents in this
Indenture shall bind their respective successors and assigns.

         10.12    MULTIPLE COUNTERPARTS.

         The parties may sign multiple counterparts of this Indenture. Each
signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement.

         10.13    TABLE OF CONTENTS, HEADINGS, ETC.

         The table of contents, cross-reference sheet and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

         10.14    SEPARABILTY.

         Each provision of this Indenture shall be considered separable and if
for any reason any provision which is not essential to the effectuation of the
basic purpose of this Indenture or the Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

         10.15    SECURITIES IN A FOREIGN CURRENCY OR IN ECU.

         Unless otherwise specified in a Board Resolution, a supplemental
indenture hereto or an Officers' Certificate delivered pursuant to Section 2.2
of this Indenture with respect to a particular Series of Securities, whenever
for purposes of this Indenture any action may be taken by the Holders of a
specified percentage in aggregate principal amount of Securities of all Series
or all Series affected by a particular action at the time outstanding and, at
such time, there are outstanding Securities of any Series which are denominated
in a coin or currency other than Dollars (including ECU), then the principal
amount of Securities of such Series which shall be deemed to be outstanding for
the purpose of taking such action shall be that amount of Dollars that could be
obtained for such amount at the Market Exchange Rate at such time. For purposes
of this Section 10.16, "Market Exchange Rate" shall mean the noon Dollar buying
rate in New York City for cable transfers of that currency as published by the
Federal Reserve Bank of New York; provided, however, in the case of ECUs, Market
Exchange Rate shall mean the rate of exchange determined by the Commission of
the European Union (or any successor thereto) as

                                     - 43 -

published in the Official Journal of the European Union (such publication or any
successor publication, the "Journal"). If such Market Exchange Rate is not
available for any reason with respect to such currency, the Trustee shall use,
in its sole discretion and without liability on its part, such quotation of the
Federal Reserve Bank of New York or, in the case of ECUs, the rate of exchange
as published in the Journal, as of the most recent available date, or quotations
or, in the case of ECUs, rates of exchange from one or more major banks in The
City of New York or in the country of issue of the currency in question or, in
the case of ECUs, in Luxembourg or such other quotations or, in the case of
ECUs, rates of exchange as the Trustee, upon consultation with the Company,
shall deem appropriate. The provisions of this paragraph shall apply in
determining the equivalent principal amount in respect of Securities of a Series
denominated in currency other than Dollars in connection with any action taken
by Holders of Securities pursuant to the terms of this Indenture.

         All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Company and all Holders.

         10.16    JUDGMENT CURRENCY.

         The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of or
interest or premium (if any) or other amount on the Securities of any Series
(the "Required Currency") into a currency in which a judgment will be rendered
(the "Judgment Currency"), the rate of exchange used shall be the rate at which
in accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the day on
which final unappealable judgment is entered, unless such day is not a New York
Banking Day, then, the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the New York
Banking Day preceding the day on which final unappealable judgment is entered
and (b) its obligations under this Indenture to make payments in the Required
Currency (i) shall not be discharged or satisfied by any tender, any recovery
pursuant to any judgment (whether or not entered in accordance with subsection
(a)), in any currency other than the Required Currency, except to the extent
that such tender or recovery shall result in the actual receipt, by the payee,
of the full amount of the Required Currency expressed to be payable in respect
of such payments, (ii) shall be enforceable as an alternative or additional
cause of action for the purpose of recovering in the Required Currency the
amount, if any, by which such actual receipt shall fall short of the full amount
of the Required Currency so expressed to be payable, and (iii) shall not be
affected by judgment being obtained for any other sum due under this Indenture.
For purposes of the foregoing, "New York Banking Day" means any day except a
Saturday, Sunday or a legal holiday in The City of New York on which banking
institutions are authorized or required by law, regulation or executive order to
close.

         This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                                     - 44 -

         I IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of the day and year first above written.

                                             LAMAR ADVERTISING COMPANY

                                             By: /s/ Keith A. Istre
                                                 -------------------------------
                                                 Name: Keith A. Istre
                                                 Title: Chief Financial Officer

                                             WACHOVIA BANK OF DELAWARE,
                                             NATIONAL ASSOCIATION

                                             By: /s/ Brian K. Justice
                                                 -------------------------------
                                                 Name: Brian K. Justice
                                                 Title: Vice President

                                     - 45 -

                                                                     Exhibit 4.5

================================================================================

                            LAMAR ADVERTISING COMPANY

                                       and

                WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION,
                                   as Trustee

                             -----------------------

                          FIRST SUPPLEMENTAL INDENTURE
                            Dated as of June 16, 2003

                             -----------------------

                Supplement to Indenture dated as of June 16, 2003

================================================================================

                                TABLE OF CONTENTS

                                                                                                           Page
                                                                                                           ----
                                                                                                        
                                                   ARTICLE 1.

                                             CREATION OF THE NOTES

Section 1.1       Designation of Series..................................................................    2
Section 1.2       Form of Notes..........................................................................    2
Section 1.3       Limit on Amount of Series..............................................................    2
Section 1.4       Interest...............................................................................    2
Section 1.5       Certificate of Authentication..........................................................    2
Section 1.6       No Sinking Fund........................................................................    2
Section 1.7       Issuance in Global Form................................................................    2
Section 1.8       Discharge of Indenture; Defeasance.....................................................    3
Section 1.9       Other Terms of Notes...................................................................    3

                                                   ARTICLE 2.

                                              CONVERSION OF NOTES

Section 2.1       Conversion Privilege...................................................................    3
Section 2.2       Conversion Rate........................................................................    3
Section 2.3       Exercise of Conversion Privilege.......................................................    3
Section 2.4       Fractions of Common Stock Shares.......................................................    4
Section 2.5       Adjustment of Conversion Rate..........................................................    5
Section 2.6       Notice of Adjustments of Conversion Rate...............................................   12
Section 2.7       Notice of Certain Corporate Action.....................................................   12
Section 2.8       Company to Reserve Common Stock........................................................   13
Section 2.9       Taxes on Conversions...................................................................   13
Section 2.10      Covenant as to Common Stock............................................................   14
Section 2.11      Cancellation of Converted Securities...................................................   14
Section 2.12      Provisions in Case of Consolidation, Merger or Sale of Assets..........................   14
Section 2.13      Right of Holders to Convert............................................................   15

                                   ARTICLE 3.

    REPURCHASE OF NOTES AT THE OPTION OF THE HOLDERS UPON A CHANGE OF CONTROL

                                                                                                           Page
                                                                                                           ----
                                                                                                        
Section 3.1       Repurchase at Option of Holders upon Change of Control.................................   15
Section 3.2       Certain Definitions....................................................................   17

                                                   ARTICLE 4.

                                               EVENTS OF DEFAULT

Section 4.1       Additional Events of Default...........................................................   19

                                                   ARTICLE 5.

                                      AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 5.1       With Consent of Holders................................................................   19

                                                   ARTICLE 6.

                                                 MISCELLANEOUS

Section 6.1       Application of First Supplemental Indenture............................................   20
Section 6.2       Effective Date.........................................................................   20
Section 6.3       Counterparts...........................................................................   20

                                      -ii-

         FIRST SUPPLEMENTAL INDENTURE, dated as of June 16, 2003 by and between
LAMAR ADVERTISING COMPANY, a Delaware corporation, as issuer (the "Company"),
and WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION, a trust company organized
under the laws of Delaware, as Trustee under the Indenture (as hereinafter
defined) (the "Trustee").

                                    RECITALS

         WHEREAS, the Company and the Trustee have as of June 16, 2003 entered
into an Indenture (the "Indenture", all capitalized terms used and not otherwise
defined herein shall have the meanings set forth in the Indenture) providing for
the issuance by the Company of Securities from time to time;

         WHEREAS, no Securities have been issued under the Indenture and there
do not currently exist any Holders;

         WHEREAS, the Company desires to issue one Series of Securities under
the Indenture, and has duly authorized the creation and issuance of such
securities and the execution and delivery of this First Supplemental Indenture
to modify the Indenture and provide certain additional provisions as hereinafter
described;

         WHEREAS, the Company and the Trustee deem it advisable to enter into
this First Supplemental Indenture for the purposes of establishing the terms of
such Series of Securities;

         WHEREAS, the execution and delivery of this First Supplemental
Indenture has been authorized by a Board Resolution;

         WHEREAS, concurrent with the execution hereof, the Company has
delivered a Board Resolution and an Officers' Certificate; and

         WHEREAS, all things necessary to make this First Supplemental Indenture
a valid agreement of the Company in accordance with its terms have been done,
and the execution and delivery thereof have been in all respects duly authorized
by the parties hereto.

         NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Notes (as hereinafter defined), as
follows:

                                   ARTICLE 1.

                              CREATION OF THE NOTES

         Section 1.1 Designation of Series.

         Pursuant to the terms hereof and Sections 2.1 and 2.2 of the Indenture,
the Company hereby creates a Series of Securities designated as the "2-7/8%
Convertible Notes due 2010" (the "Notes"), which Notes shall be deemed
"Securities" for all purposes under the Indenture.

         Section 1.2 Form of Notes.

         The definitive form of the Notes shall be substantially in the form set
forth in Exhibit A attached hereto, which is incorporated herein and made part
hereof. The Stated Maturity of the Notes shall be December 31, 2010.

         Section 1.3 Limit on Amount of Series.

         The Notes shall not exceed U.S.$287,500,000 in aggregate principal
amount, and may, upon the execution and delivery of this First Supplemental
Indenture or from time to time thereafter, be executed by the Company and
delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Notes upon a Company Order and delivery of an
Officers' Certificate and Opinion of Counsel as contemplated by Section 2.3 of
the Indenture.

         Section 1.4 Interest.

         The Notes shall bear interest at a rate of 2-7/8% per annum, payable
semi-annually. The Interest Payment Dates for the Notes shall be June 30 and
December 31 of each year, commencing December 31, 2003, with interest payable in
Dollars to Holders in whose names the Notes are registered at the close of
business on June 15 or December 15 of each year, as the case may be (each, a
"Record Date"), or, if such Record Date is not a Business Day, at the close of
business of the immediately succeeding Business Day.

         Section 1.5 Certificate of Authentication.

         The Trustee's certificate of authentication to be borne on the Notes
shall be substantially as provided in the Form of Note attached hereto as
Exhibit A.

         Section 1.6 No Sinking Fund.

         No sinking fund will be provided with respect to the Notes.

         Section 1.7 Issuance in Global Form.

         The Notes shall be issued as one or more Global Securities,
representing the aggregate principal amount of the Notes, and shall be deposited
with the Trustee as custodian for the Depositary. The Notes shall be registered
in the name of Cede & Co., or another nominee of the Depositary.

                                       -2-

         Section 1.8 Discharge of Indenture; Defeasance.

         The Notes shall not be subject to the provisions of Article 9 of the
Indenture.

         Section 1.9 Other Terms of Notes.

         The other terms of the Notes shall be as expressly set forth in
Articles 2, 3, 4, 5, 6 and 7 hereof and Exhibit A hereto.

         The words "herein", "hereof" and "hereunder" and other words of similar
import refer to this First Supplemental Indenture as a whole and not to any
particular Article, Section or other subdivision.

                                   ARTICLE 2.

                               CONVERSION OF NOTES

         Section 2.1 Conversion Privilege.

         Subject to and upon compliance with the provisions of this Article 2,
at the option of the Holder thereof, any Note or any portion of the principal
amount thereof which is $1,000 or an integral multiple of $1,000, and which has
not previously been repurchased pursuant to Article 3 hereof, may be converted
into fully paid and nonassessable shares of Class A Common Stock of the Company,
$0.001 par value per share (the "Common Stock"), at the conversion rate,
determined as hereinafter provided, in effect at the time of conversion. Such
conversion right shall commence on the date of original issuance of the Notes,
and shall expire at the close of business on the Stated Maturity. A Note in
respect of which a Holder has delivered a Repurchase Notice pursuant to Section
3.1 hereof may be converted only if such notice is withdrawn in accordance with
the terms of such section, unless the Company defaults in the payment of the
Change of Control Repurchase Price.

         Section 2.2 Conversion Rate.

         The rate at which shares of Common Stock shall be delivered upon
conversion (the "Conversion Rate") shall be initially 19.4148 shares of Common
Stock for each $1,000 principal amount of Notes. The Conversion Rate shall be
adjusted in certain instances as provided in Section 2.5 hereof. All
calculations under this Article 2 shall be made to the nearest cent or the
nearest 1/100th of a share, as the case may be.

         Section 2.3 Exercise of Conversion Privilege.

         To convert a Note, a Holder must (a) complete and manually sign the
Conversion Notice or a facsimile of the Conversion Notice on the back of the
Note and deliver such notice to the Trustee in accordance with the notice
provisions set forth in Section 10.2 of the Indenture, (b) surrender the Note to
the Trustee, (c) furnish appropriate endorsements and transfer documents if
required by the Registrar or the Trustee, (d) pay any transfer or similar tax,
if required, and (e) if required, pay funds equal to the interest payable on the
next Interest Payment Date. In the case of a Global Note, the Conversion Notice
shall be completed by a Depositary participant on behalf

                                       -3-

of the beneficial holder. Anything herein to the contrary notwithstanding, in
the case of Global Notes, Conversion Notices may be delivered and such Notes may
be surrendered for conversion in accordance with the applicable procedures of
the Depositary as in effect from time to time.

         Notes surrendered for conversion during the period from the close of
business on any Record Date immediately preceding any Interest Payment Date to
the opening of business on such Interest Payment Date shall be accompanied by
payment in immediately available funds or other funds acceptable to the Company
of an amount equal to the interest payable on such Interest Payment Date on the
principal amount of Notes being surrendered for conversion; provided, however,
that no such payment need be made if (1) we have specified a repurchase date
following a Change of Control that is during such period or (2) only to the
extent of overdue interest, any overdue interest exists at the time of
conversion with respect to such note. No payment or adjustment shall be made
upon any conversion on account of any interest accrued on the Notes surrendered
for conversion from the Interest Payment Date preceding the day of conversion,
or on account of any dividends on the Common Stock issued upon conversion. In
addition, Holders shall not be entitled to receive any dividends payable to
holders of Common Stock as of any record date before the close of business on
the applicable conversion date. Notes shall be deemed to have been converted
immediately prior to the close of business on the day of surrender of such Notes
for conversion in accordance with the foregoing provisions and comply with the
other foregoing provisions, and at such time the rights of the Holders of such
Notes as Holders shall cease, and the Person or Persons entitled to receive the
Common Stock issuable upon conversion shall be treated for all purposes as the
record holder or holders of such Common Stock at such time. As promptly as
practicable on or after the conversion date, the Company shall issue and shall
deliver to the Trustee at its Corporate Trust Office a certificate or
certificates for the number of full shares of Common Stock issuable upon
conversion, together with payment in lieu of any fraction of a share thereof, as
provided in Section 2.4 hereof, and the Trustee shall forward such certificate
or certificates at the addresses set forth in the written notices sent to the
Company by the Holders electing to convert their Notes.

         Section 2.4 Fractions of Common Stock Shares.

         No fractional shares of Common Stock shall be issued upon conversion of
the Notes. If more than one Note shall be surrendered for conversion at one time
by the same Holder, the number of full shares which shall be issuable upon
conversion thereof shall be computed on the basis of the principal amount of the
Notes so surrendered. Instead of any fractional share of Common Stock which
would otherwise be issuable upon conversion of any Note or Notes, the Company
shall pay a cash adjustment in respect of such fraction in an amount equal to
the same fraction of the Market Price (determined by the Company in accordance
with the following paragraph) per share of Common Stock.

         For purposes of this Section 2.4, "Market Price" means the Sale Price
(as defined below) of the Common Stock on the Trading Day prior to the date of
conversion of the Notes. The "Sale Price" of the Common Stock on any date means
the closing per share sale price (or if no closing sale price is reported, the
average of the bid and ask prices or, if more than one in either case, the
average of the average bid and average ask prices) on such date as reported in
the composite transactions for the principal United States securities exchange
on which the Common

                                       -4-

Stock is traded or, if the Common Stock is not listed on a
United States national or regional stock exchange, as reported by the Nasdaq
National Market. In the absence of such quotations, the Company shall be
entitled to determine the Sale Price on the basis of such quotations as it
considers appropriate. Sale Price shall be determined without reference to
extended or after hours trading. "Trading Day" means, in respect of any
securities exchange or securities market, each Monday, Tuesday, Wednesday,
Thursday and Friday, other than any day on which securities are not traded on
the applicable securities exchange or in the applicable securities market.

         Section 2.5 Adjustment of Conversion Rate.

         (1)      In case at any time after the date of the issuance of the
Notes, the Company shall pay or make a dividend or other distribution to all
holders of the Common Stock payable in shares of its Common Stock, the
Conversion Rate in effect at the opening of business on the day following the
date fixed for the determination of stockholders entitled to receive such
dividend or other distribution shall be increased by dividing such Conversion
Rate by a fraction of which

         (i)      the numerator shall be the number of shares of Common Stock
outstanding at the close of business on the date fixed for such determination
and

         (ii)     the denominator shall be the sum of such number of shares and
the total number of shares constituting such dividend or other distribution,

such increase to become effective immediately after the opening of business on
the day following the date fixed for such determination. For the purposes of
this paragraph (1), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company but shall include
shares issuable in respect of scrip certificates issued in lieu of fractions of
shares of Common Stock. The Company will not pay any dividend or make any
distribution on shares of Common Stock held in the treasury of the Company. If
any dividend or distribution of the type described in this paragraph (1) of
Section 2.5 is declared but not so paid or made, the Conversion Rate shall again
be adjusted to the Conversion Rate that would then be in effect if such dividend
or distribution had not been declared.

         (2)      Subject to paragraph 9 of this Section 2.5, in case at any
time after the date of the issuance of the Notes, the Company shall issue
rights, options or warrants to all holders of its Common Stock (other than any
rights, options or warrants that by their terms will also be issued to any
Holder upon conversion of a Note into Common Stock without any action required
by the Company or any other person) entitling them (for a period ending within
forty-five (45) days after the date fixed for the determination of stockholders
entitled to receive such rights or warrants) to subscribe for or purchase shares
of Common Stock at a price per share less than the then current market price per
share (determined as provided in paragraph (9) of this Section 2.5) of the
Common Stock on the date fixed for the determination of stockholders entitled to
receive such rights, options or warrants (other than pursuant to a dividend
reinvestment plan), the Conversion Rate in effect at the opening of business on
the day following the date fixed for such determination shall be increased by
dividing such Conversion Rate by a fraction of which the numerator shall be the
number of shares of Common Stock outstanding at the close of business on the
date fixed for such determination plus the number of shares of Common Stock
which the aggregate of the offering price of the total number of shares of
Common Stock so offered for subscription or purchase would purchase at such
current market price and the denominator shall be the number of shares of Common
Stock outstanding at the close of business on the date fixed for such
determination plus the number of shares of Common Stock so offered

                                       -5-

for subscription or purchase. Such adjustment shall be successively made
whenever any such rights or warrants are issued, and shall become effective
immediately after the opening of business on the day following the date fixed
for such determination. To the extent that all shares of Common Stock are not
delivered after the expiration of such rights, options or warrants, the
Conversion Rate shall be readjusted to the Conversion Rate that would then be in
effect had the adjustments made upon the issuance of such rights, options or
warrants been made on the basis of delivery of only the number of shares of
Common Stock actually delivered. If such rights, options or warrants are not so
issued, the Conversion Rate shall again be adjusted to be the Conversion Rate
that would then be in effect if such date fixed for the determination of
stockholders entitled to receive such rights, options or warrants had not been
fixed. In determining whether any rights or warrants entitle the holders to
subscribe for or purchase shares of Common Stock at less than such current
market price, and in determining the aggregate offering price of such shares of
Common Stock, there shall be taken into account any consideration received by
the Company for such rights, options or warrants and any amount payable on
exercise or conversion thereof, the value of such consideration, if other than
cash, to be determined by the Board of Directors. For the purposes of this
paragraph (2), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company but shall include
shares issuable in respect of scrip certificates issued in lieu of fractions of
shares of Common Stock. The Company will not issue any rights, options or
warrants in respect of shares of Common Stock held in the treasury of the
Company.

         (3)      In case at any time after the date of the issuance of the
Notes, outstanding shares of Common Stock shall be subdivided into a greater
number of shares of Common Stock, the Conversion Rate in effect at the opening
of business on the day following the day upon which such subdivision becomes
effective shall be proportionately increased, and, conversely, in case
outstanding shares of Common Stock shall be combined into a smaller number of
shares of Common Stock, the Conversion Rate in effect at the opening of business
on the day following the day upon which such combination becomes effective shall
be proportionately reduced, such reduction or increase, as the case may be, to
become effective immediately after the opening of business on the day following
the day upon which such subdivision or combination becomes effective.

         (4)      In case at any time after the date of the issuance of the
Notes, the Company shall, by dividend or otherwise, distribute to all holders of
its Common Stock, shares of any class of its capital stock, evidences of its
indebtedness or other assets (including securities, but excluding any rights,
options or warrants referred to in paragraph (2) of this Section 2.5, any
dividend or distribution paid exclusively in cash, any dividend or distribution
referred to in paragraph (1) of this Section 2.5 and distributions upon a merger
or consolidation to which Section 2.12 applies), the Conversion Rate shall be
adjusted so that the same shall equal the price determined by dividing the
Conversion Rate in effect immediately prior to the close of business on the date
fixed for the determination of stockholders entitled to receive such
distribution by a fraction of which

         (i)      the numerator shall be the current market price per share
(determined as provided in paragraph (9) of this Section 2.5) of the Common
Stock on the date fixed for such determination

                                       -6-

less the then fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a Board Resolution filed with
the Trustee) of the portion of shares of capital stock or the assets or
evidences of indebtedness so distributed applicable to one share of Common Stock
and

         (ii)     the denominator shall be such current market price per share
of the Common Stock,

such adjustment to become effective immediately prior to the opening of business
on the day following the date fixed for the determination of stockholders
entitled to receive such distribution; provided, however, that if the then fair
market value (as so determined) of the portion of the shares of capital stock,
assets or evidences of indebtedness so distributed applicable to one share of
Common Stock is equal to or greater than the current market price per share
(determined as provided in paragraph (9) of this Section 2.5) on the date fixed
for the determination of stockholders entitled to receive such distribution, in
lieu of the foregoing adjustment, adequate provision shall be made so that each
Holder shall have the right to receive upon conversion the amount of shares of
capital stock, assets or evidences of indebtedness such Holder would have
received had such Holder converted each Note on the date fixed for determination
of stockholders entitled to receive such distribution. If such dividend or
distribution is not so paid or made, the Conversion Rate shall again be adjusted
to be the Conversion Rate that would then be in effect if such dividend or
distribution had not been declared If the Board of Directors determines the fair
market value of any distribution for purposes of this paragraph (4) by reference
to the actual or when issued trading market for any securities comprising such
distribution, it must in doing so consider the prices in such market over the
same period used in computing the current market price per share pursuant to
paragraph (9) of this Section 2.5.

         Notwithstanding the foregoing, if the shares of capital stock, assets
or evidences of indebtedness distributed by the Company to all holders of its
Common Stock consist of capital stock of, or similar equity interests in, a
Subsidiary or other business unit of the Company, the Conversion Rate shall be
increased so that the same shall be equal to the rate determined by multiplying
the Conversion Rate in effect on the date fixed for determination of
stockholders entitled to receive such distribution with respect to such
distribution by a fraction of which:

                  (i)      the numerator shall be the sum of (x) the average
         Sale Price of one share of Common Stock over the ten consecutive
         Trading Day period (the "Spinoff Valuation Period") commencing on and
         including the fifth Trading Day after the date on which "ex-dividend
         trading" commences on the Common Stock on the Nasdaq National Market
         System or such other national or regional exchange or market on which
         the Common Stock is then listed or quoted and (y) the fair market value
         (as so determined by the Board of Directors) over the Spinoff Valuation
         Period of the portion of shares of capital stock, assets or evidences
         of indebtedness so distributed applicable to one share of Common Stock;
         and

                  (ii)     the denominator shall be the average Sale Price of
         one share of Common Stock over the Spinoff Valuation Period,

                                       -7-

such adjustment to become effective immediately prior to the opening of business
on the day following the date fixed for the determination of stockholders
entitled to receive such distribution; provided, however, that the Company may
in lieu of the foregoing adjustment make adequate provision so that each Holder
shall have the right to receive upon conversion the amount of shares of capital
stock, assets or evidences or indebtedness such Holder would have received had
such Holder converted each Note on the date fixed for determination of
stockholders entitled to receive such distribution.

         (5)      In case the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock cash (excluding (w) any quarterly
cash dividend on the Common Stock to the extent the aggregate cash dividend per
share of Common Stock in any fiscal quarter does not exceed 1.25% of the
arithmetic average of the Sale Price during the ten Trading Days immediately
prior to the date of declaration of such dividend, (x) any distribution in
connection with the liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary), (y) any cash portions of distributions
referred to in paragraph (4) of this Section 2.5, and (z) cash distributions
upon a merger or consolidation to which Section 2.12 applies then, in such case,
the Conversion Rate shall be increased so that the same shall equal the rate
determined by multiplying the Conversion Rate in effect immediately prior to the
close of business on the record date fixed for determination of stockholders
entitled to receive such distribution by a fraction of which,

                  (i)      the numerator shall be the current market price on
         such record date, and

                  (ii)     the denominator shall be the current market price per
         share of the Common Stock (determined in accordance with paragraph (9)
         of this Section 2.5) on such record date less the amount of cash so
         distributed (and not excluded as provided above) applicable to one
         share of Common Stock,

such adjustment to be effective immediately prior to the opening of business on
the day following such record date; provided, however, that if the portion of
the cash so distributed applicable to one share of Common Stock is equal to or
greater than the Current Market Price on such record date, in lieu of the
foregoing adjustment, adequate provision shall be made so that each Holder shall
have the right to receive upon conversion the amount of cash such Holder would
have received had such Holder converted each Note on such record date. If such
distribution is not so paid or made, the Conversion Rate shall again be adjusted
to be the Conversion Rate that would then be in effect if such distribution had
not been declared. If any adjustment is required to be made as set forth in this
paragraph (5) of this Section 2.5 as a result of a distribution that is a
quarterly dividend, such adjustment shall be based upon the amount by which such
distribution exceeds the amount of the quarterly cash dividend permitted to be
excluded pursuant hereto. If an adjustment is required to be made as set forth
in this paragraph (5) of this Section 2.5 as a result of a distribution that is
not a quarterly dividend, such adjustment shall be based upon the full amount of
the distribution.

         (6)      In case at any time after the date of the issuance of the
Notes, a tender or exchange offer made by the Company or any Subsidiary for all
or any portion of the Common Stock shall expire and such tender or exchange
offer (as amended upon the expiration thereof) shall require the payment to
stockholders (based on the acceptance (up to any maximum specified

                                       -8-

in the terms of the tender or exchange offer) of Purchased Shares (as defined
below)) of an aggregate consideration having a fair market value (as determined
by the Board of Directors, whose determination shall be conclusive and described
in a Board Resolution filed with the Trustee) that combined together with:

                  (A)      the aggregate of the cash plus the fair market value
         (as determined by the Board of Directors, whose determination shall be
         conclusive and described in a Board Resolution filed with the Trustee),
         as of the expiration of such tender or exchange offer, of consideration
         payable in respect of any other tender or exchange offer, by the
         Company or any Subsidiary for all or any portion of the Common Stock
         expiring within the 12 months preceding the expiration of such tender
         or exchange offer and in respect of which no adjustment pursuant to
         this paragraph (6) has been made, and

                  (B)      the aggregate amount of any distributions to all
         holders of the Company's Common Stock made exclusively in cash within
         12 months preceding the expiration of such tender or exchange offer and
         in respect of which no adjustment pursuant to paragraph (5) of this
         Section 2.5 has been made,

exceeds 10% of the product of (I) the current market price per share of the
Common Stock (determined as provided in paragraph (9) of this Section 2.5) as of
the last time (the "Expiration Time") tenders or exchanges could have been made
pursuant to such tender or exchange offer (as it may be amended), times (II) the
number of shares of Common Stock outstanding (including any tendered or
exchanged shares) on the Expiration Time, then, and in each such case,
immediately prior to the opening of business on the day after the date of the
Expiration Time, the Conversion Rate shall be increased so that the same shall
equal the rate determined by multiplying the Conversion Rate in effect
immediately prior to the Expiration Time by a fraction,

                  (i)      the numerator of which shall be the sum of (x) the
         fair market value (as determined by the Board of Directors, whose
         determination shall be conclusive and described in a Board Resolution
         filed with the Trustee) of the aggregate consideration payable to
         stockholders based on the acceptance (up to any maximum specified in
         the terms of the tender or exchange offer) of all shares validly
         tendered or exchanged and not withdrawn as of the Expiration Time (the
         shares deemed so accepted up to any such maximum, being referred to as
         the "Purchased Shares") and (y) the product of the number of shares of
         Common Stock outstanding (less any Purchased Shares) at the Expiration
         Time and the Sale Price of a share of Common Stock on the trading day
         next succeeding the Expiration Time, and

                  (ii)     the denominator of which shall be the number of
         shares of Common Stock outstanding (including any tendered or exchanged
         shares) at the Expiration Time multiplied by the Sale Price of a share
         of Common Stock on the Trading Day next succeeding the Expiration Time,

such adjustment to become effective immediately prior to the opening of business
on the day following the Expiration Time. If the Company is obligated to
purchase shares pursuant to any such tender or exchange offer, but the Company
is permanently prevented by applicable law from effecting any such purchases or
all such purchases are rescinded, the Conversion Rate shall

                                       -9-

again be adjusted to be the Conversion Rate that would then be in effect if such
tender or exchange offer had not been made.

         (7)      The reclassification of Common Stock into securities other
than Common Stock (other than any reclassification upon a consolidation or
merger to which Section 2.12 applies) shall be deemed to involve (a) a
distribution of such securities other than Common Stock to all holders of Common
Stock (and the effective date of such reclassification shall be deemed to be
"the date fixed for the determination of stockholders entitled to receive such
distribution" and "the date fixed for such determination" within the meaning of
paragraph (4) of this Section 2.5), and (b) a subdivision or combination, as the
case may be, of the number of shares of Common Stock outstanding immediately
prior to such reclassification into the number of shares of Common Stock
outstanding immediately thereafter (and the effective date of such
reclassification shall be deemed to be "the day upon which such subdivision
becomes effective" or "the day upon which such combination becomes effective",
as the case may be, and "the day upon which such subdivision or combination
becomes effective" within the meaning of paragraph (3) of this Section 2.5).

         (8)      Rights or warrants distributed by the Company to all holders
of Common Stock entitling the holders thereof to subscribe for or purchase
shares of the Company's capital stock (either initially or under certain
circumstances), which rights or warrants, until the occurrence of a specified
event or events ("Trigger Event"): (i) are deemed to be transferred with such
shares of Common Stock; (ii) are not exercisable; and (iii) are also issued in
respect of future issuances of Common Stock, shall be deemed not to have been
distributed for purposes of this paragraph (8) (and no adjustment to the
Conversion Rate under this paragraph (8) will be required) until the occurrence
of the earliest Trigger Event, whereupon such rights and warrants shall be
deemed to have been distributed and an appropriate adjustment (if any is
required) to the Conversion Rate shall be made under this Section 2.5. If any
such right or warrant, including any such existing rights or warrants
distributed prior to the date of this Indenture, are subject to events, upon the
occurrence of which such rights or warrants become exercisable to purchase
different securities, evidences of indebtedness or other assets, then the date
of the occurrence of any and each such event shall be deemed to be the date of
distribution and record date with respect to new rights or warrants with such
rights (and a termination or expiration of the existing rights or warrants
without exercise by any of the holders thereof). In addition, in the event of
any distribution (or deemed distribution) of rights or warrants, or any Trigger
Event or other event (of the type described in the preceding sentence) with
respect thereto that was counted for purposes of calculating a distribution
amount for which an adjustment to the Conversion Rate under this Section 2.5 was
made, (1) in the case of any such rights or warrants that shall all have been
redeemed or repurchased without exercise by any holders thereof, the Conversion
Rate shall be readjusted upon such final redemption or repurchase to give effect
to such distribution or Trigger Event, as the case may be, as though it were a
cash distribution, equal to the per share redemption or repurchase price
received by a holder or holders of Common Stock with respect to such rights or
warrants (assuming such holder had retained such rights or warrants), made to
all holders of Common Stock as of the date of such redemption or repurchase, and
(2) in the case of such rights or warrants that shall have expired or been
terminated without exercise by any holders thereof, the Conversion Rate shall be
readjusted as if such rights and warrants had not been issued.

                                      -10-

         No adjustment of the Conversion Rate shall be made pursuant to this
Section 2.5 in respect of rights or warrants distributed or deemed distributed
on any Trigger Event to the extent that such rights or warrants are actually
distributed, or reserved by the Company for distribution to Holders upon
conversion by such Holders of Notes to Common Stock.

         For purposes of this paragraph (8) and paragraphs (1) and (2) of this
Section 2.5, any dividend or distribution to which this paragraph (8) of this
Section 2.5 is applicable that also includes shares of Common Stock, or rights
or warrants to subscribe for or purchase shares of Common Stock (or both), shall
be deemed instead to be (1) a dividend or distribution of shares of capital
stock, assets or the evidences of indebtedness other than such shares of Common
Stock or rights or warrants (and any Conversion Rate adjustment required by this
paragraph (8) with respect to such dividend or distribution shall then be made)
immediately followed by (2) a dividend or distribution of such shares of Common
Stock or such rights or warrants (and any further Conversion Rate adjustment
required by paragraphs (1) and (2) of this Section 2.5 with respect to such
dividend or distribution shall then be made), except any shares of Common Stock
included in such dividend or distribution shall not be deemed "outstanding at
the close of business on the date fixed for such determination" within the
meaning of paragraph (1) of this Section 2.5.

         (9)      For the purpose of any computation under paragraphs (2), (4),
(5) or (6) of this Section 2.5, the current market price per share of Common
Stock on any date shall be deemed to be the average of the daily Sale Prices (as
defined in Section 2.4) of the Common Stock for the five consecutive Trading
Days (as defined in Section 2.4) selected by the Company commencing not more
than ten Trading Days before, and ending not later than the earlier of, the day
in question and the day before the "ex" date with respect to the issuance or
distribution requiring such computation. For purposes of this paragraph, the
term "ex" date, when used with respect to any issuance or distribution, means
the first date on which the Common Stock trades regular way in the applicable
securities market or on the applicable securities exchange without the right to
receive such issuance or distribution.

         (10)     No adjustment in the Conversion Rate shall be required unless
such adjustment (plus any adjustments not previously made by reason of this
paragraph (10)) would require an increase or decrease of at least 1.0% in the
Conversion Rate; provided, however, that any adjustments which by reason of this
paragraph (10) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this paragraph
(10) shall be made to the nearest whole cent.

         (11)     The Company may make such increases in the Conversion Rate, in
addition to those required by this Section 2.5, as it considers to be advisable
in order to avoid or diminish any income tax to any holders of shares of Common
Stock resulting from any dividend or distribution of stock or issuance of rights
or warrants to purchase or subscribe for stock or from any event treated as such
for income tax purposes or for any other reasons. The Company shall have the
power to resolve any ambiguity or correct any error in this paragraph (11) and
its actions in so doing shall be final and conclusive.

         (12)     To the extent permitted by applicable law, the Company from
time to time may increase the Conversion Rate by any amount for any period of
time if the period is at least 20 days, the increase is irrevocable during such
period, and the Board of Directors shall have made

                                      -11-

a determination that such increase would be in the best interests of the
Company, which determination shall be conclusive. Whenever the Conversion Rate
is increased pursuant to the preceding sentence, the Company shall give notice
of the increase to the Holders in the manner provided for in Section 10.2 of the
Indenture at least 15 days prior to the date the increased Conversion Rate takes
effect, and such notice shall state the increased Conversion Rate and the period
during which it will be in effect.

         (13)     In the event that this Article 2 requires adjustments to the
Conversion Rate under more than one of Sections 2.5(1), 2.5(2), 2.5(4) or 2.5(5)
hereof, and the record dates for the distributions giving rise to such
adjustments shall occur on the same date, then such adjustments shall be made by
applying, first, the provisions of Section 2.5(4), second, the provisions of
Section 2.5(5), third, the provisions of Section 2.5(1) and, fourth, the
provisions of Section 2.5(2). After an adjustment to the Conversion Rate under
this Article 2, any subsequent event requiring an adjustment under this Article
2 shall cause an adjustment to the Conversion Rate as so adjusted. Whenever
successive adjustments to the Conversion Rate are called for pursuant to this
Article 2, such adjustments shall be made to the provisions of Section 2.5(9)
hereof as may be necessary or appropriate to effectuate the intent of this
Article 2 and to avoid unjust or inequitable results as determined in good faith
by the Board of Directors.

         Section 2.6 Notice of Adjustments of Conversion Rate.

         Whenever the Conversion Rate is adjusted as herein provided: (a) the
Company shall compute the adjusted Conversion Rate in accordance with Section
2.5 hereof and shall prepare an Officers' Certificate, one of the signatories of
which shall be the Treasurer or Chief Financial Officer of the Company, setting
forth the adjusted Conversion Rate (certified by the Company's independent
public accountants or other certified public accountant) and showing in
reasonable detail the facts upon which such adjustment is based, and such
certificate shall forthwith be filed with the Trustee at each office or agency
maintained for the purpose of conversion of Securities pursuant to Section 2.3
hereof; and (b) a notice stating that the Conversion Rate has been adjusted and
setting forth the adjusted Conversion Rate shall forthwith be required, and as
soon as practicable after it is required, such notice shall be given by the
Company to the Trustee and all Holders in the manner provided for in Section
10.2 of the Indenture. The Trustee shall not be deemed to have notice of any
change in the Conversion Rate unless and until it receives the Officers'
Certificate provided for in the foregoing clause (a) setting forth such change.

         Section 2.7 Notice of Certain Corporate Action.

         In case:

         (a)      the Company shall declare a dividend or make any other
distribution that would require any adjustment pursuant to Section 2.5 hereof;

         (b)      the Company shall authorize the granting to the holders of its
Common Stock of rights or warrants to subscribe for or purchase any shares of
capital stock of any class or of any other rights;

         (c)      of any reclassification of the Common Stock of the Company, or
of any consolidation or merger to which the Company is a party and for which
approval of any stockholders of

                                      -12-

the Company is required or that is otherwise subject to Section 2.12 hereof, or
of the conveyance, lease, sale or transfer of all or substantially all of the
assets of the Company; or

         (d)      of the voluntary or involuntary dissolution, liquidation or
winding up of the Company,

then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of Securities pursuant to Section 2.4 hereof, and
shall cause to be mailed to all Holders at their last addresses as they shall
appear in the register for the Securities, at least 20 days prior to the
applicable record or effective date hereinafter specified, a notice (which
notice shall also be sent by release to Reuters Economic Services and Bloomberg
Business News as set forth in Section 10.2 of the Indenture) stating (x) the
date on which a record is to be taken for the purpose of such dividend,
distribution, rights or warrants, or, if a record is not to be taken, the date
as of which the holders of Common Stock of record to be entitled to such
dividend, distribution, rights or warrants are to be determined, or (y) the date
on which such reclassification, consolidation, merger, share exchange,
conveyance, lease, sale, transfer, dissolution, liquidation or winding up is
expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, share exchange, conveyance, lease,
sale, transfer, dissolution, liquidation or winding up. Neither the failure to
give such notice nor any defect therein shall affect the legality or validity of
the proceedings described in clauses (a) through (d) of this Section 2.7. If at
the time the Trustee shall not be the conversion agent, a copy of such notice
shall also forthwith be filed by the Company with the Trustee. The Company shall
cause to be filed at the Corporate Trust Office and each office or agency
maintained for the purpose of conversion of Notes pursuant to Section 2.4 of the
Indenture, and shall cause to be provided to all Holders in accordance with
Section 10.2 of the Indenture, notice of any tender offer by the Company or any
Subsidiary for all or any portion of the Common Stock at or about the time that
such notice of tender offer is provided to the public generally.

         Section 2.8 Company to Reserve Common Stock.

         The Company shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock, for the
purpose of effecting the conversion of Notes, the full number of shares of
Common Stock then issuable upon the conversion of all outstanding Notes.

         Section 2.9 Taxes on Conversions.

         The Company will pay any and all taxes that may be payable in respect
of the issue or delivery of shares of Common Stock on conversion of Notes
pursuant hereto. The Company shall not, however, be required to pay any tax
which may be payable in respect of any transfer involved in the issue and
delivery of shares of Common Stock in a name other than that of the Holder of
the Note or Notes to be converted, and no such issue or delivery shall be made
unless and until the Person requesting such issue has paid to the Company the
amount of any such tax, or has established to the satisfaction of the Company
that such tax has been paid.

                                      -13-

         Section 2.10 Covenant as to Common Stock.

         The Company covenants that all shares of Common Stock which may be
issued upon conversion of Notes will upon issue be fully paid and nonassessable
and, except as provided in Section 2.9 hereof, the Company will pay all taxes,
liens and charges with respect to the issue thereof.

         The Company will endeavor promptly to comply with all Federal and state
securities laws regulating the issuance and delivery of shares of Common Stock
upon conversion of Notes, if any, and will use its best efforts to list or cause
to have quoted all such shares of Common Stock on each United States national
securities exchange or over-the-counter or other domestic market on which the
Common Stock is then listed or quoted.

         Section 2.11 Cancellation of Converted Securities.

         All Notes delivered for conversion shall be delivered to the Trustee to
be canceled by or at the direction of the Trustee, which shall dispose of the
same as provided in Section 2.12 of the Indenture.

         Section 2.12 Provisions in Case of Consolidation, Merger or Sale of
Assets.

         In the case of (i) any reclassification or change of the outstanding
shares of Common Stock (other than a subdivision or combination to which
paragraph (3) of Section 2.5 applies), (ii) any consolidation, merger or
combination of the Company with another Person as a result of which holders of
Common Stock shall be entitled to receive stock, other securities or other
property or assets (including cash) with respect to or in exchange for such
Common Stock, or (iii) any sale or conveyance of all or substantially all of the
properties and assets of the Company to any other Person as a result of which
holders of Common Stock shall be entitled to receive stock, other securities or
other property or assets (including cash) with respect to or in exchange for
such Common Stock, then the Company or the successor or purchasing Person, as
the case may be, shall execute with the Trustee a supplemental indenture (which
shall comply with the Trust Indenture Act as in force at the date of execution
of such supplemental indenture) providing that each Note shall be convertible
into the kind and amount of shares of stock, other securities or other property
or assets (including cash) receivable upon such reclassification, change,
consolidation, merger, combination, sale or conveyance by a holder of a number
of shares of Common Stock issuable upon conversion of such Notes (assuming, for
such purposes, a sufficient number of authorized shares of Common Stock are
available to convert all such Notes) immediately prior to such reclassification,
change, consolidation, merger, combination, sale or conveyance assuming such
holder of Common Stock did not exercise his rights of election, if any, as to
the kind or amount of stock, other securities or other property or assets
(including cash) receivable upon such reclassification, change, consolidation,
merger, combination, sale or conveyance (provided, however, that, if the kind or
amount of stock, other securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance is not the same for each share of Common Stock
in respect of which such rights of election shall not have been exercised (a
"nonelecting share"), then for the purposes of this Section 2.12, the kind and
amount of stock, other securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger,
combination, sale or

                                      -14-

conveyance for each non-electing share shall be deemed to be the kind and amount
so receivable per share by a plurality of the non-electing shares). Such
supplemental indenture shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Article
2.

         The Company shall cause notice of the execution of such supplemental
indenture to be given to each Holder in the manner provided for in Section 10.2
of the Indenture. Failure to deliver such notice shall not affect the legality
or validity of such supplemental indenture.

         The above provisions of this Section shall similarly apply to
successive reclassifications, changes, consolidations, mergers, combinations,
sales and conveyances. If this Section 2.12 applies to any event or occurrence,
paragraph (5) of Section 2.5 shall not apply.

         Section 2.13 Right of Holders to Convert.

         The limitations set forth in Section 6.6 of the Indenture shall not
apply to the right of a Holder to bring a suit for the enforcement of such
Holder's right to convert Notes pursuant to this Article 2.

                                   ARTICLE 3.

    REPURCHASE OF NOTES AT THE OPTION OF THE HOLDERS UPON A CHANGE OF CONTROL

         Pursuant to Section 2.2(8) of the Indenture, so long as any of the
Notes are outstanding, the following provisions shall be applicable to the
Notes:

         Section 3.1 Repurchase at Option of Holders upon Change of Control.

         (a)      Upon the occurrence of a Change of Control (the date of such
occurrence, the "Change of Control Date"), the Company shall notify the Holders
of the Notes in writing of such occurrence in accordance with paragraph (b)
below, and shall make an offer to purchase (a "Change of Control Offer"), and
shall purchase, on a Business Day (a "Change of Control Purchase Date") not more
than 60 nor less than 30 days following the Change of Control Date all, but not
less than all, of the then outstanding Notes at a purchase price in cash equal
to 100% of the principal amount thereof plus accrued interest, if any, to the
Change of Control Purchase Date (the "Change of Control Purchase Price").

         (b)      Notice of a Change of Control Offer (a "Change of Control
Notice") shall be sent, by first-class mail, postage prepaid, by the Company not
later than the 30th day after the Change of Control Date to the Holders of the
Notes at their last registered addresses with a copy to the Trustee and the
Paying Agent (and shall also be given by release made to Reuters Economic
Services and Bloomberg Business News as provided in Section 10.2 of the
Indenture). The Change of Control Offer shall remain open from the time of
mailing for at least 20 Business Days and until 5:00 p.m., New York City time,
on the Business Day prior to the Change of Control Purchase Date. The Change of
Control Notice, which shall govern the terms of the Change of Control Offer,
shall include such disclosures as are required by law and shall state:

                                      -15-

                  (i)      that the Change of Control Offer is being made
         pursuant to this Section 3.1 and that any portion of the principal
         amount of Notes that is equal to $1,000 or an integral multiple
         thereof, validly tendered into the Change of Control Offer and not
         withdrawn, will be accepted for payment;

                  (ii)     the cash purchase price (including the amount of
         accrued interest, if any) for each Note, the Change of Control Purchase
         Date and the date on which the Change of Control Offer expires;

                  (iii)    that any Note not tendered for payment will continue
         to accrue interest in accordance with the terms thereof;

                  (iv)     that, unless the Company shall default in the payment
         of the purchase price, any Note accepted for payment pursuant to the
         Change of Control Offer shall cease to accrue interest after the Change
         of Control Purchase Date;

                  (v)      that Holders electing to have Notes purchased
         pursuant to a Change of Control Offer will be required to surrender
         their Notes to the Paying Agent at the address (in the Borough of
         Manhattan, The City of New York) specified in the Change of Control
         Notice prior to 5:00 p.m., New York City time, on the Business Day
         prior to the Change of Control Purchase Date and must complete any form
         of letter of transmittal proposed by the Company and reasonably
         acceptable to the Trustee and the Paying Agent;

                  (vi)     that Holders of Notes will be entitled to withdraw
         their election if the Paying Agent receives, not later than 5:00 p.m.,
         New York City time, on the Business Day prior to the Change of Control
         Purchase Date, a facsimile transmission or letter setting forth the
         name of the Holder, the principal amount of Notes the Holder delivered
         for purchase, the Note certificate number (if any) and a statement that
         such Holder is withdrawing its election to have such Notes purchased;

                  (vii)    that Holders whose Notes are purchased only in part
         will be issued Notes equal in principal amount to the unpurchased
         portion of the Notes surrendered;

                  (viii)   the instructions that Holders must follow in order to
         tender their Notes; and

                  (ix)     information concerning the business of the Company,
         the most recent annual and quarterly reports of the Company filed with
         the SEC pursuant to the Exchange Act (or, if the Company is not then
         permitted to file any such reports with the SEC, the comparable reports
         prepared pursuant to Section 4.2 of the Indenture), a description of
         material developments in the Company's business, information with
         respect to pro forma historical financial information after giving
         effect to such Change of Control and such other information concerning
         the circumstances and relevant facts regarding such Change of Control
         Offer as would be material to a Holder of Notes in connection with the
         decision of such Holder as to whether or not it should tender Notes
         pursuant to the Change of Control Offer.

                                      -16-

         (c)      To exercise a repurchase right pursuant to this Section 3.1, a
Holder shall deliver to the Trustee a written notice (a "Repurchase Notice") of
such Holder's exercise of such right, in accordance with the terms and
conditions set forth in the Change of Control Notice. Upon receipt by the
Trustee of a Repurchase Notice, the Holder of the Note in respect of which such
Repurchase Notice was given shall (unless such Purchase Notice or Repurchase
Notice is withdrawn) thereafter be entitled to receive solely the Change of
Control Purchase Price with respect to such Note. Notes in respect of which a
Repurchase Notice has been given by the Holder thereof may not be converted into
shares of Common Stock on or after the date of the delivery of such Repurchase
Notice, unless such Repurchase Notice has first been validly withdrawn in the
manner provided for in the foregoing paragraph (b)(vi) (unless the Company has
defaulted in the payment of the Change of Control Purchase Price).

         (d)      On the Change of Control Purchase Date, the Company shall

                  (i)      accept for payment Notes or portions thereof validly
         tendered pursuant to the Change of Control Offer,

                  (ii)     deposit with the Paying Agent (no later than 10:00
         A.M. EST on the Change of Control Purchase Date) money, in immediately
         available funds, sufficient to pay the purchase price of all Notes or
         portions thereof so tendered and accepted, and

                  (iii)    deliver to the Trustee the Notes so accepted together
         with an Officers' Certificate setting forth the Notes or portions
         thereof tendered to and accepted for payment by the Company.

The Paying Agent shall promptly mail or deliver to the Holders of Notes so
accepted payment in an amount equal to the purchase price, and the Trustee shall
promptly authenticate and mail or deliver to such Holders a new Note equal in
principal amount to any unpurchased portion to the Notes surrendered; provided,
however, that each such new Note shall be issued in an original principal amount
in denominations of $1,000 and integral multiples thereof. Any Notes not validly
tendered and not accepted by the Company shall be promptly mailed or delivered
by the Company to the Holder thereof. The Company will publicly announce the
results of the Change of Control Offer not later than the first Business Day
following the Change of Control Purchase Date.

         (e)      In the event that a Change of Control occurs and the holders
of Notes exercise their right to require the Company to purchase Notes, if such
purchase constitutes a "tender offer" for purposes of Rule 14e-1 under the
Exchange Act at that time, the Company will comply with the requirements of Rule
14e-1 as then in effect with respect to such repurchase.

         Section 3.2 Certain Definitions.

         For purposes of this Article 3:

                  (1)      the term "Change of Control" means the occurrence of
         any of the following events:

                                      -17-

                           (a)      any "person" or "group" (as such terms are
                  used in Sections 13(d) and 14(d) of the Exchange Act),
                  excluding Permitted Holders, is or becomes the "beneficial
                  owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange
                  Act, except that a person or group shall be deemed to have
                  "beneficial ownership" of all securities that such person or
                  group has the right to acquire, whether such right is
                  exercisable immediately or only after the passage of time,
                  upon the happening of an event or otherwise), directly or
                  indirectly, of more than 35% of the total voting power of all
                  Voting Stock of the Company; provided, however, that the
                  Permitted Holders (i) "beneficially own" (as so defined) a
                  lower percentage of such total voting power with respect to
                  the Voting Stock than such other person or "group" and (ii) do
                  not have the right or ability by voting power, contract or
                  otherwise to elect or designate for election a majority of the
                  board of directors of the Company;

                           (b)      the Company consolidates with, or merges
                  with or into, another person or sells, assigns, conveys,
                  transfers, leases or otherwise disposes of all or
                  substantially all of its assets to any person, or any person
                  consolidates with, or merges with or into, the Company, in any
                  such event pursuant to a transaction in which the outstanding
                  Voting Stock of the Company is converted into or exchanged for
                  cash, securities or other property, other than any such
                  transaction where (i) the Voting Stock of the Company is
                  converted into or exchanged for Voting Stock (other than
                  Disqualified Capital Stock) of the surviving or transferee
                  corporation and (ii) immediately after such transaction no
                  "person" or "group" (as such terms are used in Sections 13(d)
                  and 14(d) of the Exchange Act), excluding Permitted Holders,
                  is the "beneficial owner" (as defined in Rules 13d-3 and 13d-5
                  under the Exchange Act, except that a person or group shall be
                  deemed to have "beneficial ownership" of all securities that
                  such person or group has the right to acquire, whether such
                  right is exercisable immediately or only after the passage of
                  time, upon the happening of an event or otherwise), directly
                  or indirectly, of more than 50% of the total voting power of
                  all Voting Stock of the surviving or transferee corporation;

                           (c)      at any time during any consecutive two-year
                  period, individuals who at the beginning of such period
                  constituted the board of directors of the Company (together
                  with any new directors whose election by such board of
                  directors or whose nomination for election by the stockholders
                  of the Company was approved by a vote of at least 66-2/3% of
                  the directors then still in office who were either directors
                  at the beginning of such period or whose election or
                  nomination for election was previously so approved) cease for
                  any reason to constitute a majority of the board of directors
                  of the Company then in office; or

                           (d)      the Company is liquidated or dissolved or
                  adopts a plan of liquidation;

                  (2)      the term "Permitted Holders" means:

                                      -18-

                           (a)      any of Charles W. Lamar, III and Kevin P.
                  Reilly, Sr., members of their immediate families or any lineal
                  descendant of any of those persons and the immediate families
                  of any lineal descendant of those persons;

                           (b)      any trust, to the extent it is for the
                  benefit of any of the persons listed under (a) above; or

                           (c)      any person, entity or group of persons
                  controlled by any of the persons listed under (a) or (b)
                  above; and

                  (3)      the term "Voting Stock" means, with respect to any
         Person, securities of any class or classes of Capital Stock in such
         Person entitling the holders thereof to vote under ordinary
         circumstances in the election of members of the board of directors or
         other governing body of such Person.

                  (4)      the term "Disqualified Capital Stock" means any
         Capital Stock which, by its terms (or by the terms of any security into
         which it is convertible or for which it is exchangeable at the option
         of the holder), or upon the happening of any event, matures or is
         mandatorily redeemable, pursuant to a sinking fund obligation or
         otherwise, or is redeemable at the option of the holder thereof, in
         whole or in part, on or prior to the Stated Maturity of the Notes, for
         cash or securities constituting Indebtedness.

                                   ARTICLE 4.

                                EVENTS OF DEFAULT

         Section 4.1 Additional Events of Default.

         Pursuant to Sections 2.2 (18) and 6.1(8) of the Indenture, so long as
any of the Notes are outstanding, the following shall be an Event of Default
with respect to the Notes, in addition to the Events of Default contained in
Section 6.1 of the Indenture:

                  (1)      The Company fails to give a Change of Control Notice
         in accordance with Section 3.1(b) hereof, or defaults in the payment of
         the Change of Control Purchase Price.

                  (2)      The Company fails to convert any portion of the
         principal amount of a Note following the exercise by the Holder of such
         Note of the right to convert such Note into Common Stock pursuant to
         and in accordance with Article 2 hereof.

                                   ARTICLE 5.

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

         Section 5.1 With Consent of Holders.

         Pursuant to Sections 2.2 (and subject to Section 8.4) of the Indenture,
so long as any of the Notes are outstanding, without the consent of each
Securityholder affected, an amendment,

                                      -19-

supplement or waiver, including a waiver pursuant to Section 6.4 of the
Indenture, may not (in addition to the events described in paragraphs (1)
through (9) of the Indenture):

                  (1)      make any change that impairs or adversely affects the
         right to convert any Security into Common Stock;

                  (2)      impair or adversely affect the right of a Holder to
         institute suit for the enforcement of any payment with respect to, or
         conversion of, the Notes;

                  (3)      make any change that adversely affects the right to
         require the Company to repurchase the Notes upon a Change of Control
         pursuant to and in accordance with Article 3 hereof; or

                  (4)      reduce or impair or adversely affect the right of a
         Holder to receive the Change of Control Purchase Price.

                                   ARTICLE 6.

                                  MISCELLANEOUS

         Section 6.1 Application of First Supplemental Indenture.

         Each and every term and condition contained in the First Supplemental
Indenture that modifies, amends or supplements the terms and conditions of the
Indenture shall apply only to the Notes created hereby and not to any future
series of Notes established under the Indenture. Except as specifically amended
and supplemented by, or to the extent inconsistent with, this First Supplemental
Indenture, the Indenture shall remain in full force and effect and is hereby
ratified and confirmed.

         Section 6.2 Effective Date.

         This First Supplemental Indenture shall be effective as of the date
first above written and upon the execution and delivery hereof by each of the
parties hereto.

         Section 6.3 Counterparts.

         This First Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.

                                      -20-

         IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, all as of the day and year first
above written.

                                    LAMAR ADVERTISING COMPANY

                                    By: /s/ Kevin P. Reilly
                                        ----------------------------------
                                    Name: Kevin P. Reilly, Jr.
                                    Title: Chief Executive Officer

                                    By: /s/ Keith A. Istre
                                        ----------------------------------
                                    Name: Keith A. Istre
                                    Title: Chief Financial Officer

                                    WACHOVIA BANK OF DELAWARE,
                                    NATIONAL ASSOCIATION

                                    By: /s/ Brian K. Justice
                                        ----------------------------------
                                    Name: Brian K. Justice
                                    Title: Vice President

                                      -21-

                                                                       Exhibit A

                             [FORM OF FACE OF NOTE]

         THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A
NOMINEE OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY,
BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC "), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                            LAMAR ADVERTISING COMPANY

                        2-7/8% CONVERTIBLE NOTE DUE 2010

No._______________                                              $_______________

CUSIP No. 512815AG6

         LAMAR ADVERTISING COMPANY, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter defined), for
value received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of $_________ (_______________ Dollars) on December 31, 2010, and
to pay interest thereon from June 16, 2003 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually

                                      -22-

on June 30 and December 31 in each year, commencing December 31, 2003, at the
rate of 2-7/8% per annum, until the principal hereof is paid or made available
for payment.

         The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Note is registered at the close of business on the
regular record date for such interest, which shall be the 15th of June or 15th
of December, as the case may be, next preceding such Interest Payment Date or,
if such record date is not a Business Day, at the close of business of the
immediately succeeding Business Day. A "Business Day" shall mean any day other
than a Saturday, Sunday, a federally recognized holiday or a day on which
banking institutions are not authorized or required by law or executive order to
be open in the State of New York. Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such
regular record date and shall be paid to the Person in whose name this Note is
registered at the close of business on a subsequent special record date, which
date shall be the fifteenth day next preceding the date fixed by the Company for
the payment of defaulted interest or the next succeeding Business Day if such
date is not a Business Day. At least 15 days before the special record date, the
Company shall mail or cause to be mailed to each Holder, with a copy to the
Trustee, a notice that states the special record date, the payment date, and the
amount of defaulted interest, and interest payable on such defaulted interest,
if any, to be paid.

         Payments of principal of and interest on this Note and any additional
payments due hereunder shall be made at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
State of New York, in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts.
Interest may, at the option of the Company, be paid either (i) by check mailed
to the registered address of the Person entitled thereto; provided, however,
that a Holder of Notes with an aggregate principal amount in excess of
$2,000,000 shall, at the written election (timely made and containing
appropriate wire transfer information) of such Holder, be paid by wire transfer
of immediately available funds or (ii) by transfer to an account maintained by
such Person located in the United States; provided, however, that payment to the
Depositary will be made by wire transfer of immediately available funds to the
account of the Depositary or its nominee.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof or an authenticating agent
appointed by the Company, by manual signature, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.

                                      -23-

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed and delivered under its corporate seal.

Dated:

                                    LAMAR ADVERTISING COMPANY

                                    By:_________________________________________
                                       Name:
                                       Title:

                                    By:_________________________________________
                                       Name:
                                       Title:

         This is one of the Securities of the Series designated therein referred
to in the within-mentioned Indenture.

Dated:

                                    WACHOVIA BANK OF DELAWARE, NATIONAL
                                    ASSOCIATION, as Trustee

                                    By:_________________________________________
                                                   Authorized Signatory

                                      -24-

                            [FORM OF REVERSE OF NOTE]

         This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued and to be issued in one or more
series under an Indenture, dated as of June 16, 2003 (as supplemented by a First
Supplemental Indenture, dated as of June 16, 2003, the "Indenture"), between the
Company and Wachovia Bank of Delaware, National Association, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee, and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered. This Note is
one of the series designated on the face hereof as "2-7/8% Convertible Notes due
2010", limited in aggregate principal amount to $287,500,000. All terms used in
this Note which are defined in the Indenture shall have the meanings assigned to
them in the Indenture.

         No sinking fund is provided for the Notes.

         Subject to and upon compliance with the provisions of the Indenture,
any Note (or any portion of the principal amount thereof which is $1,000 or an
integral multiple of $1,000) that has not previously been repurchased, is
convertible at the option of the Holder thereof, at any time following the
original issue date of the Notes and on or before the close of business on the
Stated Maturity into fully paid and nonassessable shares of Class A common stock
of the Company, $0.001 par value per share (the "Common Stock"), at an initial
conversion rate (calculated to the nearest 1/100 of a share) of 19.4148 shares
of Common Stock for each $1,000 principal amount of Note, or at the current
adjusted conversion rate if an adjustment has been made as provided in the
Indenture. A Note or portion thereof in respect of which the Holder has
delivered a Repurchase Notice may be converted only if such notice is withdrawn
in accordance with the terms of the Indenture, unless the Company has defaulted
in the payment of the Change of Control Purchase Price. To convert this Note the
Holder must (a) complete and manually sign the Conversion Notice or a facsimile
of the Conversion Notice on the back of the Note and deliver such notice to the
Conversion Agent, (b) surrender the Note to a Conversion Agent, (c) furnish
appropriate endorsements and transfer documents if required by the Registrar or
the Conversion Agent, (d) pay any transfer or similar tax, if required and (e)
if required, pay funds equal to the interest payable on the next interest
payment date. In the case of a Global Note, the Conversion Notice shall be
completed by a DTC participant on behalf of the beneficial holder. Notes
surrendered for conversion during the period from the close of business on any
Record Date immediately preceding any Interest Payment Date to the opening of
business on such Interest Payment Date shall be accompanied by payment in
immediately available funds or other funds acceptable to the Company of an
amount equal to the interest payable on such Interest Payment Date on the
principal amount of Notes being surrendered for conversion; provided, however,
that no such payment need be made if (1) we have specified a repurchase date
following a Change of Control that is during such period or (2) only to the
extent of overdue interest, any overdue interest exists at the time of
conversion with respect to such note. No payment or adjustment shall be made
upon any conversion on account of any interest accrued hereon from the Interest
Payment Date immediately preceding the day of conversion, or on account of any
dividends on the Common

                                      -25-

Stock issued on conversion hereof. In addition, the Holders shall not be
entitled to receive any dividends payable to holders of Common Stock as of any
record date before the close of business on the applicable conversion date. No
fractional shares will be issued on conversion, but instead of any fractional
interest (calculated to the nearest 1/100th of a share) the Company shall pay a
cash adjustment as provided in the Indenture.

         The Indenture provides that in the event of (i) certain types of
reclassification or changes of the outstanding shares of Common Stock, (ii) any
consolidation, merger or combination of the Company with another Person as a
result of which holders of Common Stock shall be entitled to receive stock,
other securities or other property or assets (including cash) with respect to or
in exchange for such Common Stock, or (iii) any sale or conveyance of all or
substantially all of the properties and assets of the Company to any other
Person as a result of which holders of Common Stock shall be entitled to receive
stock, other securities or other property or assets (including cash) with
respect to or in exchange for such Common Stock, then the Company or the
successor or purchasing Person, as the case may be, shall execute with the
Trustee a supplemental indenture (which shall comply with the Trust Indenture
Act as in force at the date of execution of such supplemental indenture)
providing that this Note shall be convertible into the kind and amount of shares
of stock, other securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance by a holder of a number of shares of Common
Stock issuable upon conversion of such Note (assuming, for such purposes, a
sufficient number of authorized shares of Common Stock are available to convert
all such Notes) immediately prior to such reclassification, change,
consolidation, merger, combination, sale or conveyance assuming such holder of
Common Stock did not exercise his rights of election, if any, as to the kind or
amount of stock, other securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance (provided, however, that, if the kind or amount
of stock, other securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance is not the same for each share of Common Stock
in respect of which such rights of election shall not have been exercised (a
"nonelecting share"), the kind and amount of stock, other securities or other
property or assets (including cash) receivable upon such reclassification,
change, consolidation, merger, combination, sale or conveyance for each
non-electing share shall be deemed to be the kind and amount so receivable per
share by a plurality of the non-electing shares).

         Upon the occurrence of a Change of Control, the Company shall notify
the Holders of the Notes of such occurrence by delivering a Change of Control
Notice, and shall make a Change of Control Offer, and shall purchase, on a
Business Day not more than 60 nor less than 30 days following the Change of
Control Date (a "Change of Control Purchase Date") all, but not less than all,
of the then outstanding Notes at a purchase price in cash equal to 100% of the
principal amount thereof plus accrued interest, if any, to the Change of Control
Purchase Date (the "Change of Control Purchase Price"). The Change of Control
Offer shall remain open from the time of mailing for at least 20 Business Days
and until 5:00 p.m., New York City time, on the Business Day prior to the Change
of Control Purchase Date. To exercise its repurchase right, a Holder shall
deliver to the Trustee a written a Repurchase Notice, in accordance with the
terms and conditions set forth in the Change of Control Notice. Upon receipt by
the Trustee of a Repurchase Notice, the Holder of the Note in respect of which
such Repurchase Notice was given shall (unless such Repurchase Notice is
withdrawn) thereafter be entitled to receive solely the

                                      -26-

Change of Control Purchase Price with respect to such Note and, unless the
Company has defaulted in the payment of the Change of Control Purchase Price,
any Note accepted for payment pursuant to the Change of Control Offer shall
cease to accrue interest after the Change of Control Purchase Date. Holders of
Notes will be entitled to withdraw their election if the Paying Agent receives,
not later than 5:00 p.m., New York City time, on the Business Day prior to the
Change of Control Purchase Date. Notes in respect of which a Repurchase Notice
has been given by the Holder thereof may not be converted into shares of Common
Stock on or after the date of the delivery of such Repurchase Notice, unless
such Repurchase Notice has first been validly withdrawn in the manner provided
for in the Indenture (unless the Company has defaulted in the payment of the
Change of Control Purchase Price). Holders electing to have Notes purchased
pursuant to a Change of Control Offer will be required to surrender their Notes
to the Paying Agent at the address (in the Borough of Manhattan, The City of New
York) specified in the Change of Control Notice prior to 5:00 p.m., New York
City time, on the Business Day prior to the Change of Control Purchase Date and
must complete any form of letter of transmittal proposed by the Company and
reasonably acceptable to the Trustee and the Paying Agent. Any portion of the
principal amount of Notes that is equal to $1,000 or an integral multiple
thereof, validly tendered into the Change of Control Offer and not withdrawn,
will be accepted for payment.

         In the event of repurchase or conversion of this Note in part only, a
new Note or Notes for the unrepurchased or unconverted portion hereof will be
issued in the name of the Holder hereof upon the cancellation thereof.

         If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of not less
than a majority in principal amount of the Notes at the time outstanding. The
Indenture also contains provisions permitting the Holders of no less than a
majority in principal amount of the Notes at the time outstanding, on behalf of
the Holders of all the Notes, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Note or such other Note.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Note shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default, the Holders of not less
than 25% in principal amount of the outstanding Notes shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity and the Trustee
shall not have received from the Holders of a majority in principal amount of
the outstanding Notes a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such
notice,

                                      -27-

request and offer of indemnity. The foregoing shall not apply to any suit
instituted by the Holder of this Note for the enforcement of any payment of
principal hereof or interest hereon on or after the respective due dates
expressed herein or for the enforcement of the right to convert this Note as
provided in the Indenture.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, places and rate, and in the coin or currency, herein prescribed or to
convert this Note as provided in the Indenture.

         The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering the same.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable on the security register
maintained by the Registrar, upon surrender of this Note for registration of
transfer at the office or agency of the Company in any place where the principal
of and any interest on this Note are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Registrar duly executed by, the Holder thereof or his attorney duly authorized
in writing, and thereupon one or more new Notes, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees by the Registrar.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to recover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentation of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name Note is registered, as the owner thereof for all
purposes, whether or not such Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         A director, officer, employee, stockholder or incorporation, as such,
of the Company shall not have any liability (except in the case of bad faith or
willful misconduct) for any obligations of the Company under the Notes or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creations. Each Holder by accepting a Note waives and
releases all such liability. Such waiver and release are part of the
consideration for the issuance of the Notes.

         THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW.

                                      -28-

                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription of the face
of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

         TEN COM              -        as tenants in common

         TEN ENT              -        as tenants by the entireties (Cust)

         JT TEN               -        as joint tenants with right of
                                       survivorship and not as tenants in common

         UNIF GIFT MIN ACT    -        Uniform Gifts to Minors Act

         Additional abbreviations may also be used though not in the above list.

                                      -29-

                    ELECTION OF HOLDER TO REQUIRE REPURCHASE
                            UPON A CHANGE OF CONTROL

         (1)      Pursuant to Article 3 of the First Supplemental Indenture
dated June 16, 2003 to the Indenture, the undersigned hereby acknowledges
receipt of a notice from the Company of a Change of Control Offer and requests
and instructs the Company to repurchase this Note, or the portion hereof (which
is $1,000 in principal amount or an integral multiple of $1,000) below
designated, as of the Change of Control Purchase Date pursuant to the terms and
conditions specified in such Article 3.

         (2)      The undersigned hereby directs the Trustee or the Company to
pay to the undersigned an amount in cash equal to 100% of the principal amount
to be repurchased (as set forth below), plus interest accrued to the Change of
Control Purchase Date, as provided in the Indenture.

         (3)      The undersigned elects (check one):

                  [ ]      to withdraw this notice with respect to the following
                           Notes:

                           Principal amount: ___________________________________

                           Certificate numbers: ________________________________

                  [ ]      to receive cash in respect of the entire Change of
         Control Purchase Price with respect to the Notes that are subject to
         this notice.

Notice: If the Holder fails to make an election, the Holder shall be deemed to
have elected to receive cash in respect of the entire Change of Control Purchase
Price for all Notes subject to this notice.

Dated:____________________

                                    _______________________________________

                                    ________________________________________
                                                  Signature(s)

                                Signature(s) must be guaranteed by an Eligible
                                Guarantor Institution with membership in an app-
                                roved signature guarantee program pursuant to
                                Rule 17Ad-15 under the Securities Exchange Act
                                of 1934.

                                ________________________________________________
                                Signature Guaranteed

                                      -30-

                         Security certificate number:

                         Principal amount to be repurchased (if less than all):
                         $________________________

                         Remaining principal amount after repurchase:
                         $________________________

                         ____________________________________________
                         Social Security or Other Taxpayer
                         Identification Number

                                      -31-

                                CONVERSION NOTICE

         The undersigned Holder of this Note hereby irrevocably exercises the
option to convert this Note, or any portion of the principal amount hereof
(which is $1,000 in principal amount or an integral multiple of $1,000), below
designated, into shares of Class A common stock of Lamar Advertising Company,
$0.001 par value per share (the "Common Stock"), in accordance with the terms of
the Indenture referred to in this Note, and directs that such shares, together
with a check in payment for any fractional share and any Notes representing any
unconverted principal amount hereof, be issued and delivered to and be
registered in the name of the undersigned unless a different name has been
indicated below. If shares of Common Stock or any portion of this Note not
converted are to be registered in the name of a Person other than the
undersigned, (a) the undersigned will pay all transfer taxes payable with
respect thereto and (b) signature(s) must be guaranteed by an Eligible Guarantor
Institution with membership in an approved signature guarantee program pursuant
to Rule 17Ad-15 under the Securities Exchange Act of 1934.

Dated:_________________

                                                ________________________________

                                                ________________________________
                                                         Signature(s)

If shares or Notes are to be registered in the name of a Person other than the
Holder, please print such Person's name and address:

________________________________
              Name

________________________________
              Address

________________________________
Social Security or Other Taxpayer
Identification Number

________________________________
[Signature Guaranteed]

                                      -32-

If only a portion of the Notes is to be converted, please indicate:

         1.       Principal amount to be converted:

                      $_____________

         2.       Principal amount and denomination of Notes representing
unconverted principal amount to be issued:

                      $_____________

                                      -33-

                               FORM OF ASSIGNMENT

For value received ________________ hereby sell(s), assign(s) and transfer(s)
unto ________________ [also insert social security or other identifying number
of assignee] the within Note, and hereby irrevocably constitutes and appoints
____________________ as attorney to transfer the said Note on the books of the
Company, with full power of substitution in the premises.

Dated:____________________________

                                    ____________________________________________

                                    ____________________________________________
                                                     Signature(s)

                                    Signature(s) must be guaranteed by an
                                    Eligible Guarantor Institution with
                                    membership in an approved signature
                                    guarantee program pursuant to Rule 17Ad-15
                                    under the Securities Exchange Act of 1934.

                                      -34-

                                                                    Exhibit 31.1

           CERTIFICATION PURSUANT TO SECTION 240.13a-14 OR 240.15d-14
               OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Kevin P. Reilly, Jr., certify that:

1.   I have reviewed this combined quarterly report on Form 10-Q of Lamar
     Advertising Company and Lamar Media Corp.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrants as of, and for, the periods presented in this report;

4.   The registrants' other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants and
     have:

     a)   Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrants, including their consolidated subsidiaries, is made known
          to us by others within those entities, particularly during the period
          in which this report is being prepared;

     b)   Evaluated the effectiveness of the registrants' disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   Disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the registrants'
          most recent fiscal quarter that has materially affected, or is
          reasonably likely to materially affect, the registrants' internal
          control over financial reporting; and

5.   The registrants' other certifying officer and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrants' auditors and the audit committee of the registrants' board
     of directors (or persons performing the equivalent functions):

     a)   All significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrants' ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          control over financial reporting.

DATED:  August 12, 2003       BY: /s/ Kevin P. Reilly, Jr.
                              ----------------------------
                              Kevin P. Reilly, Jr.
                              Chief Executive Officer, Lamar Advertising Company
                              Chief Executive Officer, Lamar Media Corp.

                                                                    Exhibit 31.2

           CERTIFICATION PURSUANT TO SECTION 240.13a-14 OR 240.15d-14
               OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Keith A. Istre, certify that:

1.   I have reviewed this combined quarterly report on Form 10-Q of Lamar
     Advertising Company and Lamar Media Corp.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrants as of, and for, the periods presented in this report;

4.   The registrants' other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants and
     have:

     a)   Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrants, including their consolidated subsidiaries, is made known
          to us by others within those entities, particularly during the period
          in which this report is being prepared;

     b)   Evaluated the effectiveness of the registrants' disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   Disclosed in this report any change in the registrants' internal
          control over financial reporting that occurred during the registrants'
          most recent fiscal quarter that has materially affected, or is
          reasonably likely to materially affect, the registrants' internal
          control over financial reporting; and

5.   The registrants' other certifying officer and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrants' auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   All significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrants' ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrants' internal
          control over financial reporting.

DATED:  August 12, 2003       BY:  /s/ Keith A. Istre
                              -----------------------
                              Keith A. Istre
                              Chief Financial Officer, Lamar Advertising Company
                              Chief Financial Officer, Lamar Media Corp.

                                                                      Exhibit 32

                            LAMAR ADVERTISING COMPANY

                                LAMAR MEDIA CORP.

                   CERTIFICATION OF PERIODIC FINANCIAL REPORT

                       PURSUANT TO 18 U.S.C. SECTION 1350

Each of the undersigned officers of Lamar Advertising Company ("Lamar") and
Lamar Media Corp. ("Media") certifies, to his knowledge and solely for the
purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that the combined Quarterly Report on Form 10-Q of
Lamar and Media for the quarter ended June 30, 2003 fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934
and that information contained in that combined Form 10-Q fairly presents, in
all material respects, the financial condition and results of operations of
Lamar and Media.

Dated:  August 12, 2003       By: /s/ Kevin P. Reilly, Jr.
                                  ------------------------
                              Kevin P. Reilly, Jr.
                              Chief Executive Officer, Lamar Advertising Company
                              Chief Executive Officer, Lamar Media Corp.

Dated:  August 12, 2003       By: /s/ Keith A. Istre
                                  ------------------------
                              Keith A. Istre
                              Chief Financial Officer, Lamar Advertising Company
                              Chief Financial Officer, Lamar Media Corp.