Valmont

Purpose
The Compensation Committee is appointed by the Board of Directors to assist the Board in fulfilling its responsibilities relating to compensation of the Company's directors, executive officers and other selected employees. The Committee has responsibility for reviewing, evaluating and approving compensation plans, policies and programs for the Company's directors, executive officers and other selected employees.

The Compensation Committee has the authority and responsibilities described in this Charter. This Charter has been adopted by the Board of Directors. The Compensation Committee will review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

Committee Membership
The Compensation Committee will be comprised of at least three directors who shall meet the independence requirements established by the New York Stock Exchange. The members shall qualify as "non-employee directors" for purposes of Rule 16(b )-3 under the Securities Exchange Act of 1934 and shall satisfy the requirements of an "outside director" for purposes of Section 162(m) of the Internal Revenue Code. The members of the Compensation Committee will be appointed and replaced by the Board.

Committee Authority and Responsibilities

The Committee will annually review and approve corporate goals and objectives relevant to Chief Executive Officer compensation, evaluate the Chief Executive Officer's performance in light of those goals and objectives, and together with the other independent directors, determine and approve the Chief Executive Officer's compensation levels based on such evaluation.

The Committee will annually review and approve corporate goals and objectives for other executive officers and selected employees and approve the compensation of such persons.

The Committee will periodically review and make recommendations to the Board with respect to the compensation of directors.

The Committee will review and make recommendation to the Board with respect to equity and non-equity incentive compensation plans requiring stockholder approval. The Committee will establish equity and non-equity incentive programs pursuant to the stockholder-approved plans, and establish other plans and programs not subject to stockholder approval. The Committee will administer such incentive compensation plans and approve awards under such plans as the Committee deems appropriate.

The Committee will also review and approve employment agreements, severance agreements and any other compensation for executive officers and other selected employees.

The Committee will have authority to retain any compensation consultant used to assist the Committee in performance of its functions. The Committee will have the authority to approve the fees and other retention terms for any compensation consultant. The Committee will have the authority to consult with other outside advisors to assist in its responsibilities.

The Committee will prepare the compensation committee report required by the rules of the Securities and Exchange Commission to be included in the Company's annual proxy statement. The Committee will review and discuss with Company management the Compensation Discussion and Analysis to be included in the Company's annual proxy statement and determine whether to recommend to the board of directors that the Compensation Discussion and Analysis be included in the proxy statement.

The Committee will make regular reports to the Board. The Committee will annually review its own performance.