1 EXHIBIT 25.4 EXCHANGE AGENCY AGREEMENT This Agreement is entered into as of July , 1998 between IBJ Schroder Bank & Trust Company, a banking corporation organized under the laws of the State of New York, as Exchange Agent (the "Agent"), Tri-State...

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                                                                    EXHIBIT 25.4
 
                           EXCHANGE AGENCY AGREEMENT
 
     This Agreement is entered into as of July   , 1998 between IBJ Xxxxxxxx
Bank & Trust Company, a banking corporation organized under the laws of the
State of New York, as Exchange Agent (the "Agent"), Tri-State Outdoor Media
Group, Inc., a corporation organized under the laws of the State of Kansas (the
"Company").
 
     The Company proposes to exchange $1,000 principal amount of the Company's
11% Senior Notes due 2008, [Series B] (the "New Notes" or "Exchange Notes") in
exchange (the "Exchange Offer") for an equal aggregate principal amount of the
Company's outstanding 11% Senior Notes due 2008, [Series A] (the "Existing
Notes") pursuant to the Exchange Agency Agreement dated as of July   , 1998 and
the accompanying Letter of Transmittal. The Exchange Offer will terminate at
5:00 p.m. New York City Time on               , unless extended by the Company
in its sole discretion (the "Expiration Date"). The New Notes are to be issued
by the Company pursuant to the terms of an Indenture dated as of May 15, 1998
(the "Indenture") between the Company and IBJ Xxxxxxxx Bank & Trust Company, as
trustee (the "Trustee").
 
     Subject to the provisions hereof, the Company hereby appoints and the Agent
hereby accepts the appointment as Agent for the purposes of receiving, accepting
for delivery and otherwise acting upon tenders of the Existing Notes (the
"Certificates") in accordance with the form of Letter of Transmittal attached
hereto (the "L/T") and with the terms and conditions set forth herein and under
the caption "The Exchange Offer" in the Prospectus.
 
     The Agent has received the following documents (the "Exchange Offer
Documents") in connection with its appointment:
 
     (1) L/T
 
     (2) a form of Notice of Guaranteed Delivery
 
     (3) the Prospectus
 
     (4)
 
     The Agent is authorized and hereby agrees to act as follows:
 
     (a) to address, and deliver by hand or next day courier, a complete set of
         the Exchange Offer Documents to each person who, prior to the
         Expiration Date, becomes a registered holder of Existing Notes promptly
         after such person becomes a registered holder of Existing Notes;
 
     (b) to receive all tenders of Existing Notes made pursuant to the Exchange
         Offer and stamp the L/T with the day, month and approximate time of
         receipt;
 
     (c) to examine each L/T and Existing Note received to determine that all
         requirements necessary to constitute a valid tender have been met. The
         Agent shall be entitled to rely on the electronic messages sent by the
         Depository Trust Company ("DTC") regarding ATOP delivery of the Notes
         to the Agent's account at DTC from the DTC participants listed on the
         DTC position listing provided to the Agent;
 
     (d) to take such actions necessary and appropriate to correct any
         irregularity or deficiency associated with any tender not in proper
         order;
 
     (e) to follow instructions given by Xxxxxxx X. Xxxxx/Xxxxxxx X. XxXxxxxx of
         the Company, with respect to the waiver of any irregularities or
         deficiencies associated with any tender;
 
     (f) to hold all valid tenders subject to further instructions from Xxxxxxx
         X. Xxxxx/Xxxxxxx X. XxXxxxxx of the Company;