Preview | Dealer Manager Agreement |

This dealer manager agreement (this Agreement) will confirm the understanding between Lamar Advertising Company, a Delaware corporation (the Company) and Wachovia Capital Markets, LLC (Wachovia) pursuant to which the Company has retained Wachovia to act as the exclusive Dealer Manager (the Dealer Manager) on the terms and subject to the conditions set forth herein, in connection with the proposed offer to exchange the outstanding 2 7/8% Convertible Notes due 2010 of the Company (the Outstanding Notes) validly tendered in the Exchange Offer (as defined below) and not validly withdrawn for an exchange fee of $2.50 per $1,000 principal amount of Outstanding Notes (the Cash Consideration) and new 2 7/8% Convertible Notes due 2010Series B of the Company (the New Notes, the New Notes and the Cash Consideration are together referred to as the Exchange Offer Consideration), convertible into cash, shares of its Class A common stock (the Class A Common Stock) or a combination thereof, at the Companys election, to be issued pursuant to the terms of an indenture (the Base Indenture) dated as of June 16, 2003, as amended by a second supplemental indenture (the Second Supplemental Indenture) to be dated on or about the Exchange Date (as hereinafter defined) between the Company, as issuer, and The Bank of New York Trust Company, N.A., as trustee (the Trustee). The Base Indenture, as amended by the Second Supplemental Indenture, is hereinafter referred to as the Indenture.

The offer to exchange listed above (such exchange offer, as amended, modified or supplemented from time to time, including any extension thereof, is hereinafter referred to as the Exchange Offer) will be made on the terms and subject to the conditions set forth in the Prospectus, attached hereto as Exhibit A, and the Letter of Transmittal (as amended, modified or supplemented from time to time, the Letter of Transmittal), attached hereto as Exhibit B. The date on which the New Notes are issued pursuant to the Exchange Offer shall be referred to herein as the Exchange Date. This agreement between the Company and the Dealer Manager as set forth herein shall hereinafter be referred to as the Agreement, and all references to Holders of Outstanding Notes refer to holders of the Outstanding Notes who have validly tendered and not validly withdrawn their Outstanding Notes in the Exchange Offer.

The Registration Statement, the preliminary prospectus (as amended or supplemented, the Preliminary Prospectus) included in the Registration Statement as first filed with the Securities and Exchange Commission (the SEC), the Prospectus (as defined below), the Letter of Transmittal, any related letters from the Company to beneficial owners of the Securi-

ties, securities dealers, brokers, commercial banks, trust companies and other nominees, letters for use by brokers to clients holding Outstanding Notes, any newspaper announcements, press releases, the Schedule TO (as amended or supplemented, the Schedule TO) pursuant to Rule 14d-3 under the Exchange Act of 1934, as amended, (the Exchange Act) and other offering materials, including any written communication filed with the SEC pursuant to Rule 425 under the Act, and information that the Company may use, prepare, file, distribute, mail, publish, approve or authorize for use in connection with the Exchange Offer, as any of them may be amended, modified or supplemented from time to time, are collectively referred to hereinafter as the Offering Documents.

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