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                                                                    EXHIBIT 10.2

                       FORM OF TRUST AGREEMENT FOR THE

                       LAMAR DEFERRED COMPENSATION PLAN


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

                                WITNESSETH THAT:

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

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


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

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

                     SECTION 1. ESTABLISHMENT OF THE TRUST


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

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

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

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


                      SECTION 2. ACCEPTANCE BY THE TRUSTEE

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

                     SECTION 3. LIMITATION ON USE OF FUNDS


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


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


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

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

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

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

             SECTION 5. ADDITIONAL POWERS AND DUTIES OF THE TRUSTEE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                    SECTION 6. PAYMENTS TO TRUST BENEFICIARY

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


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

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


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


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

                        SECTION 7. FUNDING OF THE TRUST

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

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

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

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

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

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

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

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

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

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

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

                            SECTION 9. THIRD PARTIES

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

                  SECTION 10. TAXES, EXPENSES AND TRUSTEE FEES

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

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

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

                     SECTION 11. ADMINISTRATION AND RECORDS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

        SECTION 13. ENFORCEMENT OF TRUST AGREEMENT AND LEGAL PROCEEDINGS

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

                     SECTION 14. TERMINATION AND SUSPENSION

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

                             SECTION 15. AMENDMENTS

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

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

                           SECTION 16. NONALIENATION

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

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                           SECTION 17. COMMUNICATIONS

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

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

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

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

                          SECTION 18. INDEMNIFICATION

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

                      SECTION 19. MISCELLANEOUS PROVISIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       11

<PAGE>

Attest/Witness:                       LAMAR MEDIA CORP.


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

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

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


Attest/Witness:                       T. ROWE PRICE TRUST COMPANY


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

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

                                       12