Exhibit 14.1
**LAMAR ADVERTISING COMPANY**
**CODE OF BUSINESS CONDUCT AND ETHICS**
     This Code of Business Conduct and Ethics (the “Code”) sets forth legal andethical standards of conduct for directors, officers and employees of LamarAdvertising Company and its subsidiaries (collectively, the “Company”). ThisCode is intended to deter wrongdoing and to promote the conduct of all Companybusiness in accordance with high standards of integrity and in compliance withall applicable laws and regulations.
     If you have any questions regarding this Code or its application to you inany situation, you should contact your supervisor or the Vice President ofHuman Resources.
**Compliance with Laws, Rules and Regulations**
     The Company requires that all employees, officers and directors complywith all laws, rules and regulations applicable to the Company wherever it doesbusiness. You are expected to use good judgment and common sense in seeking tocomply with all applicable laws, rules and regulations and to ask for advicewhen you are uncertain about them.
     If you become aware of the violation of any law, rule or regulation by theCompany, whether by its officers, employees or directors, it is yourresponsibility to promptly report the matter as outlined under the heading“Reporting and Compliance Procedures” below. While it is the Company’s desireto address matters internally, nothing in this Code should discourage you fromreporting any illegal activity, including any violation of the securities laws,antitrust laws, environmental laws or any other federal, state or foreign law,rule or regulation to the appropriate federal or state regulatory authority.Employees, officers and directors shall not discharge, demote, suspend,threaten, harass or in any other manner discriminate against an employeebecause he or she in good faith reports any such violation. This Code shouldnot be construed to prohibit you from testifying, participating or otherwiseassisting in any state or federal administrative, judicial or legislativeproceeding or investigation.
**Conflicts of Interest**
     Employees, officers and directors must act in the best interests of theCompany. Personal interests must not interfere with or otherwise be harmful tothe interests of the Company. Any actual or apparent conflict of interestbetween personal interests and those of the Company must be handled honestlyand ethically in accordance with the following procedures. Any conflict ofinterest is prohibited unless it has gone through the process of disclosure,consultation and approval set forth below.
     Full disclosure of any actual or apparent conflict is the essential firststep to remaining in full compliance with this policy. You must disclose allactual and apparent conflicts of interest, including any material transactionor relationship that reasonably could be expected to give rise to a conflict ofinterest, to your Regional Manager or, in the event that such individual isinvolved in the matter, to the Vice President of Human Resources. Executiveofficers and
 

 

directors must disclose such matters to the Chair of the Audit Committeeor to the member of such committee charged with reviewing conflicts ofinterest.
     The Board of Directors has adopted rules for what activities constituteconflicts of interest and potential conflicts of interest, as well asprocedures for determining whether a relation or transaction constitutes aconflict of interest, which it will review and, if appropriate, update fromtime to time. The current version of these rules and procedures are attachedas Appendices A and B to this Code.
     Following disclosure, any employee, officer or director must avoid orterminate any activity that involves an actual or reasonably apparent conflictof interest unless it is determined at the appropriate level that the activityis not a conflict of interest or is otherwise not harmful to the Company orimproper. Any such determination shall be made by the disinterested members ofthe Audit Committee in the case of an executive officer or director and as setforth below for any employee.
     Any employee who has a question about whether any situation in which he orshe is involved amounts to a conflict of interest or the appearance of oneshould disclose the pertinent details, preferably in writing, to his or hersupervisor. Each supervisor is responsible for discussing the situation withthe employee and arriving at a decision after consultation with or notice tothe appropriate higher level of management.
     No director, director nominee, executive officer or greater than 5%shareholder may enter into any transaction or relationship that is disclosableby the Company pursuant to SEC Reg. S-K, Item 404 without the prior approval ofthe Audit Committee.
**Insider Trading**
     Employees, officers and directors who have material non-public informationabout the Company or other companies, including our suppliers and customers, asa result of their relationship with the Company are prohibited by law andCompany policy from trading in securities of the Company or such othercompanies, as well as from communicating such information to others who mighttrade on the basis of that information. To help ensure that you do not engagein prohibited insider trading and avoid even the appearance of an impropertransaction, the Company has adopted a Policy on Securities Trading and InsideInformation, which is available in the Human Resources section of the Company’sIntranet.
     If you are uncertain about the legal constraints on your purchase or saleof any Company securities or the securities of any other company that you arefamiliar with by virtue of your relationship with the Company, you should referto the Company’s Policy on Securities Trading and Inside Information and followthe procedures set forth in that policy before making any such purchase orsale.
**Confidentiality**
     Employees, officers and directors must maintain the confidentiality ofconfidential information entrusted to them by the Company or other companies,including its suppliers and customers, except when disclosure is authorized bya supervisor or legally mandated.
-2-

 

Unauthorized disclosure of any confidential information is prohibited.Additionally, employees should take appropriate precautions to ensure thatconfidential or sensitive business information, whether it is proprietary tothe Company or another company, is not communicated within the Company exceptto employees who have a need to know such information to perform theirresponsibilities for the Company.
     Third parties may ask you for information concerning the Company.Employees, officers and directors (other than the authorized spokespersonsreferred to below) should not discuss internal Company matters with, ordisseminate internal Company information to, anyone outside the Company, exceptas required in the performance of their Company duties and after an appropriateconfidentiality agreement is in place. If you receive any inquiries of thisnature, you must decline to comment and refer the inquirer to your supervisoror one of the authorized spokespersons. The Company’s policies with respect topublic disclosure of internal matters are described more fully in the Company’sDisclosure Policy and Practices, a copy of which is available from theCompany’s Human Resources Department upon request.
     You also must abide by any lawful obligations that you have to your formeremployer. These obligations may include restrictions on the use and disclosureof confidential information, restrictions on the solicitation of formercolleagues to work at the Company and non-competition obligations.
**Honest and Ethical Conduct and Fair Dealing**
     Each employee, officer and director should endeavor to deal honestly,ethically and fairly with the Company’s suppliers, customers, competitors andemployees. Statements regarding the Company’s products and services should notbe untrue, misleading, deceptive or fraudulent. You should not take unfairadvantage of anyone through manipulation, concealment, abuse of privilegedinformation, misrepresentation of material facts or any other unfair-dealingpractice.
**Protection and Proper Use of Corporate Assets**
     All employees, officers and directors should seek to protect the Company’sassets. Theft, carelessness and waste have a direct impact on the Company’sfinancial performance. Employees, officers and directors should use theCompany’s assets and services solely for legitimate business purposes of theCompany and not for any unauthorized use.
     All employees, officers and directors should advance the Company’slegitimate interests when the opportunity to do so arises. You should not takefor yourself personal opportunities that are discovered through your positionwith the Company or the use of property or information of the Company.
**Gifts and Gratuities**
     The use of Company funds or assets for gifts to or entertainment ofgovernment officials or employees is prohibited, except to the extent suchgifts or entertainment are in compliance with applicable law, nominal in amount(not to exceed $100 in value or such lesser amount as permitted underapplicable law), and not given in consideration or expectation of any action bythe recipient.
-3-

 

     Employees, officers and directors must not accept, or permit any closerelative to accept, any gifts, gratuities or other favors from any customers,suppliers or others doing or seeking to do business with the Company, otherthan items of nominal value. Any gifts that are not of nominal value should bereturned immediately and reported to your supervisor. If immediate return isnot practical, they should be given to the Company for charitable dispositionor such other disposition as the Company believes appropriate in its solediscretion.
     Bribes and kickbacks are criminal acts, strictly prohibited by law. NoCompany employee may offer, give, solicit or receive any form of bribe orkickback. Bribes shall be interpreted in the broadest sense to include anytype of preferential treatment secured by providing, directly or indirectly, anindividual or his or her family members or associates with personal gain inrelation to business conducted by or on behalf of the Company.
**Accuracy of Books and Records and Public Reports**
     Employees, officers and directors must honestly and accurately report allbusiness transactions. You are responsible for the accuracy of your recordsand reports. Accurate information is essential to the Company’s ability tomeet legal and regulatory obligations.
     All Company books, records and accounts shall be maintained in accordancewith all applicable regulations and standards and accurately reflect the truenature of the transactions they record. The financial statements of theCompany shall conform to generally accepted accounting rules and the Company’saccounting policies. No undisclosed or unrecorded account or fund shall beestablished for any purpose. No false or misleading entries shall be made inthe Company’s books or records for any reason, and no disbursement of corporatefunds or other corporate property shall be made without adequate supportingdocumentation.
     It is the policy of the Company to provide full, fair, accurate, timelyand understandable disclosure in reports and documents filed with, or submittedto, the Securities and Exchange Commission and in other public communications.
**Waivers of this Code of Business Conduct and Ethics**
     While some of the policies contained in this Code must be strictly adheredto and no exceptions can be allowed, in other cases exceptions may be possible.Any employee or non-executive officer who believes that an exception to any ofthese policies is appropriate in his or her case should first contact his orher immediate supervisor. If the supervisor agrees that an exception isappropriate, the approval of the Regional Manager must be obtained. EachRegional Manager shall be responsible for maintaining a complete record of allrequests for exceptions to any of these policies and the disposition of suchrequests.
     Any executive officer or director who seeks an exception to any of thesepolicies should contact the Company’s General Counsel. Any waiver of this Codefor executive officers or directors or any change to this Code that applies toexecutive officers or directors may be made only by the disinterested membersof the Board of Directors of the Company and will be disclosed as required byapplicable law or stock market regulation.
-4-

 

**Reporting and Compliance Procedures**
     Every employee, officer and director has the responsibility to askquestions, seek guidance, report suspected violations and express concernsregarding compliance with this Code. Any employee, officer or director whoknows or believes that any other employee or representative of the Company hasengaged or is engaging in Company-related conduct that violates applicable lawor this Code should report such information via MySafeWorkplace.com, asdescribed below. You may report such conduct openly or anonymously withoutfear of retaliation. The Company will not discipline, discriminate against orretaliate against any employee who reports such conduct in good faith, whetheror not such information is ultimately proven to be correct, or who cooperatesin any investigation or inquiry regarding such conduct.
     You may report violations of this Code via MySafeWorkplace.com, includingon a confidential or anonymous basis, as follows: by fax (fax number), mail(address), e-mail (email address) or phone (toll-free number). While we preferthat you identify yourself when reporting violations so that we may follow upwith you, as necessary, for additional information, you may leave messagesanonymously if you wish. All violations or suspected violations of this Codereported to MySafeWorkplace.com will be forwarded to the Company’s GeneralCounsel for review.
     If the Company’s General Counsel receives information regarding an allegedviolation of this Code, he shall, as appropriate, (a) evaluate suchinformation, (b) if the alleged violation involves an executive officer or adirector, inform the Chief Executive Officer and Board of Directors of thealleged violation, (c) determine whether it is necessary to conduct an informalinquiry or a formal investigation and, if so, initiate such inquiry orinvestigation and (d) report the results of any such inquiry or investigation,together with a recommendation as to disposition of the matter, to the ChiefExecutive Officer for action, or if the alleged violation involves an executiveofficer or a director, report the results of any such inquiry or investigationto the Board of Directors or a committee thereof. Employees, officers anddirectors are expected to cooperate fully with any inquiry or investigation bythe Company regarding an alleged violation of this Code. Failure to cooperatewith any such inquiry or investigation may result in disciplinary action, up toand including discharge.
     The Company shall determine whether violations of this Code have occurredand, if so, shall determine the disciplinary measures to be taken against anyemployee who has violated this Code. In the event that the alleged violationinvolves an executive officer or a director, the disinterested members of theBoard of Directors shall determine whether a violation of this Code hasoccurred and, if so, shall determine the disciplinary measures to be takenagainst such executive officer or director.
     Failure to comply with the standards outlined in this Code will result indisciplinary action including, but not limited to, reprimands, warnings,probation or suspension without pay, demotions, reductions in salary, dischargeand restitution. Certain violations of this Code may require the Company torefer the matter to the appropriate criminal or civil authorities forinvestigation or prosecution. Moreover, any supervisor who directs or approvesof any conduct in violation of this Code, or who has knowledge of such conductand does not immediately report it, also will be subject to disciplinaryaction, up to and including discharge.
-5-

 

**Concerns Regarding to Accounting or Audit Matters**
     Employees with concerns regarding questionable accounting or auditingmatters or complaints regarding accounting, internal accounting controls orauditing matters may confidentially, and anonymously if they wish, submit suchconcerns or complaints to MySafeWorkplace.com as described above. See“Reporting and Compliance Procedures.” All such complaints will be forwardedto the Audit Committee of the Board of Directors.
     The Audit Committee will evaluate the merits of any complaints received byit and authorize such follow-up actions, if any, as it deems necessary orappropriate to address the substance of the complaint.
     The Company will not discipline, discriminate against or retaliate againstany employee who reports a complaint or concern (unless the employee is foundto have knowingly and willfully made a false report).
**Dissemination and Amendment**
     This Code shall be distributed to each employee, officer and director ofthe Company. If requested by Company, any employee, officer and director shallbe required to certify that he or she has received, read and understood theCode and has complied with its terms.
     The Company reserves the right to amend, alter or terminate this Code atany time for any reason. The most current version of this Code can be found inthe Human Resources section of the Company’s Intranet.
     This document is not an employment contract between the Company and any ofits employees, officers or directors and does not alter the Company’s at-willemployment policy.
-6-

 

**APPENDIX A**
**Conflict of Interest Rules**
1. **Improper Conflicts of Interest**
     The Board of Directors has adopted the following rules to aid indetermining whether a relationship or transaction constitutes a conflict ofinterest. The board has determined that the following involve an improperconflict of interest under the Company’s Code of Business Conduct and Ethics.This list is not exhaustive and is subject to review and revision by the Boardfrom time to time.
     *Employees and Executive Officers. Employees and executive officers mustnot:
     (a) perform services as an employee, officer, director, advisor,consultant (directly or through an entity) or in any other capacity for asignificant customer, significant supplier or direct competitor of the Company,other than at the request, or with the prior approval, of the Company;
     (b) have a financial interest in a significant supplier or significantcustomer of the Company, other than an investment representing less than onepercent (1%) of the voting power of a publicly-held company or less than fivepercent (5%) of the voting power of a privately-held company;
     (c) have a financial interest in a direct competitor of the Company, otherthan an investment representing less than one percent (1%) of the voting powerof a publicly-held company; or
     (d) induce or otherwise assist or participate, directly or indirectly, ina close relative’s involvement with or investment in a significant supplier,significant customer or direct competitor of the Company in a manner that wouldbe prohibited for the employee or executive officer under any of the prohibitedactivities listed above.
     *Non-Employee Directors.* A non-employee director must not:
     (a) perform services as an employee, officer, director, advisor,consultant (directly or through an entity) or in any other capacity for adirect competitor of the Company;
     (b) have a financial interest in a direct competitor of the Company, otherthan an investment representing less than one percent (1%) of the outstandingshares of a publicly-held company;
     (c) use his or her position with the Company to influence any decision ofthe Company relating to a contract or transaction with a supplier or customerof the Company if the director or a close relative of the director:
• performs services as an employee, officer, director, advisor,consultant (directly or through an entity) or in any other capacityfor such supplier or customer; or
 

 

• has a financial interest in such supplier or customer, otherthan an investment representing less than one percent (1%) of theoutstanding shares of a publicly-held company.
     (d) induce or otherwise assist or participate, directly or indirectly, ina close relative’s involvement with or investment in a significant supplier,significant customer or direct competitor of the Company in a manner that wouldbe prohibited for the non-employee director under any of the prohibitedactivities listed above.
     A “close relative” of a person includes a spouse, parent, sibling, child,mother- or father-in-law, son- or daughter-in-law or brother- or sister-in-law,and any other relative living in the same home with the employee, officer ordirector. A “significant customer” is a customer that has made during theCompany’s last full fiscal year, or proposes to make during the Company’scurrent fiscal year, payments to the Company for property or services in excessof five (5) percent of (i) the Company’s consolidated gross revenues for itslast full fiscal year or (ii) the customer’s consolidated gross revenues forits last full fiscal year. A “significant supplier” is a supplier to which theCompany has made during the Company’s last full fiscal year, or proposes tomake during the Company’s current fiscal year, payments for property orservices in excess of five (5) percent of (i) the Company’s consolidated grossrevenues for its last full fiscal year or (ii) the customer’s consolidatedgross revenues for its last full fiscal year. A “direct competitor” is anentity principally engaged in the outdoor advertising business with which theCompany competes.
2. **Potential Conflicts of Interest Requiring Disclosure**
     The Board of Directors has determined that the following involve potentialconflicts of interest that must be disclosed under the Company’s Code ofBusiness Conduct and Ethics and then addressed in any manner determined inaccordance with the procedures thereunder:
• An employee, executive officer or director has a closerelative who serves as an officer or director of a significantsupplier, significant customer or direct competitor of the Companyand such service would have been prohibited if the employee,executive officer or director were serving in that role underSection 1 of these rules.
• Any other material financial interest of an employee,executive officer or director in connection with any businessrelationship with the Company or any similar interest of a closerelative of any of them that is known to the related employee,executive officer or director.
-2-

 

**APPENDIX B**
**Procedures for Determining Conflicts of Interest and Waivers**
     In determining whether a conflict of interest exists and whether to waivea Code of Business Conduct and Ethics provision in a particular circumstance,the board should also consider:
• **the person involved in the potential conflict**(For example,whether the person is an executive officer or a director of theCompany and, if a director of the Company, whether the person is anindependent director. The more peripheral the person’s relationshipto the Company is, the less likely that person is to influence theCompany’s day-to-day operations and therefore the less likely thecircumstance is to be disadvantageous to the Company);
• **the nature of the relationship or situation creating thepotential conflict of interest**(For example, does the issue arisebecause the person serves as an executive officer of the Company anda director of a contracting party with the Company? Is the person adirector of the Company and an executive officer of a contractingparty with the Company? Is the person a director of the Company anda director of a contracting party with the Company? Or is thedirector or executive officer of the Company related to a personthat is a director or executive officer of the contracting partywith the Company? The more peripheral the relationship of theperson to either of the companies involved, the less likely thatperson is able to influence either company’s day-to-day decisionsand therefore the less likely the relationship or activity is to bedisadvantageous to the Company);
• **the nature of the company with which the director orexecutive officer is affiliated**(For example, is the company acompetitor of the Company or a collaborator or a supplier orcustomer, and how significant a competitor, collaborator supplier orcustomer is the company?);
• **the nature of any proposed transaction**, including:
• the size of the transaction,
• whether the Company has engaged in this type oftransaction before, either with this party or others,
• other connections with the other party,
• leverage of the other party,
• whether there were unusual terms associated with the transaction, and
-3-

 

• whether the terms offered are those that theBoard believes would be offered or could be obtained absentthe relationship;
• the level of involvement of the executive officeror director involving questions in any proposed transaction,including whether the waiver candidate will receive anycompensation or other benefit tied to the transaction;
• whether the individual usurped a corporateopportunity;
• whether the proposed transaction or relationshipwould cause a director to lose his status as an independentdirector; and
• how any related disclosure would appear in, forexample, The Wall Street Journal or other public forum.
     After reviewing these considerations and any others it considersappropriate, the Board should then consider whether the relationship oractivity (i) will adversely affect the Company, (ii) was undertaken by theindividual in good faith, (iii) constitutes a breach of loyalty to the Companyand its stockholders, (iv) constitutes a violation of law, and (v) confers animproper personal benefit on the individual. The Board should then be in aposition to determine if a conflict of interest exists and, if so, whether towaive the conflict if the relationship or activity is in the best interests ofthe Company or not opposed to those interests.
-4-*