FORM OF RESTRICTED STOCK AGREEMENT FOR NON-EMPLOYEE DIRECTORS

Exhibit 10.1

LAMAR ADVERTISING COMPANY
Restricted Stock Agreement
(Non-Employee Directors)

Participant Name:

Lamar Advertising Company, a Delaware corporation (the “Company”), hereby grants to the Participant named above (“you”) for services as a non-employee director of the Company the number of shares (together with any additional shares of Stock issued on account of such shares by reason of stock dividends, stock splits or recapitalizations, whether by merger, consolidation, combination, exchange of shares or otherwise, the “Restricted Stock”) of Class A Common Stock, par value $0.001 per share (the “Stock”) of the Company set forth below on the terms of this Notice of Grant of Restricted Stock and Agreement (this “Agreement”), subject to the provisions of the Lamar Advertising Company 1996 Equity Incentive Plan, as amended from time to time (the “Plan”).

Date of grant (the “Grant Date”):
Number of shares:

The Restricted Stock will vest and become transferable on the following schedule:

___shares on the Grant Date

___additional shares on the last day of the one-year term of the non-employee director in 20___(the business day prior to the Company’s 20___ Annual Meeting).

By your signature below, you agree with the Company to the terms of this Agreement.

Participant		Date

********************

Alternative (for electronic award administration) :

Participant’s Acceptance:

o I agree with the Company to the terms of this Agreement, and I intend my checking of the box next to this statement to have the same force in all respects as my handwritten signature.

Terms of Restricted Stock

     1.  Plan Incorporated by Reference . The provisions of the Plan are incorporated into and made a part of this Agreement by this reference. Capitalized terms used and not otherwise defined in this Agreement have the meanings given to them in the Plan. The Compensation Committee of the Company’s Board of Director’s (the “Committee”) administers the Plan, and its determinations regarding the interpretation and operation of the Plan and this Agreement are final and binding. The Board may in its sole discretion at any time terminate or from time to time modify and amend the Plan as provided therein. You may obtain a copy of the Plan without charge upon request to the Company’s General Counsel.

     2.  Restrictions . Except as provided in this Agreement, the Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered until the lapse of such restrictions as provided in Section 4.

     3.  Rights as Stockholder . During the period that the restrictions under Section 2 remain in effect and unless and until such shares are forfeited before vesting, you shall be the record owner of the shares of Restricted Stock and shall be entitled to all rights of ownership with respect to such shares, including without limitation the rig