<PAGE>

                                                                     Exhibit 4.5

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                            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

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

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                                TABLE OF CONTENTS

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                                                   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
</TABLE>

<PAGE>

                                   ARTICLE 3.

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

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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
</TABLE>

                                      -ii-

<PAGE>

         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:

<PAGE>

                                   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-

<PAGE>

         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-

<PAGE>

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-

<PAGE>

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-

<PAGE>

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-

<PAGE>

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-

<PAGE>

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-

<PAGE>

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-

<PAGE>

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-

<PAGE>

         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-

<PAGE>

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-

<PAGE>

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-

<PAGE>

         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-

<PAGE>

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-

<PAGE>

                  (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-

<PAGE>

         (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-

<PAGE>

                           (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-

<PAGE>

                           (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-

<PAGE>

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-

<PAGE>

         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-

<PAGE>

                                                                       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-

<PAGE>

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-

<PAGE>

         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-

<PAGE>

                            [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-

<PAGE>

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-

<PAGE>

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-

<PAGE>

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-

<PAGE>

                                  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-

<PAGE>

                    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-

<PAGE>

                         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-

<PAGE>

                                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-

<PAGE>

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-

<PAGE>

                               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-