SCHEDULE 14A INFORMATION

                  Proxy Statement Pursuant to Section 14(a) of
            the Securities Exchange Act of 1934 (Amendment No.    )

    Filed by the Registrant /X/
    Filed by a party other than the Registrant / /

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    / /  Confidential, for Use of the Commission Only (as permitted by Rule
         14a-6(e)(2))
    / /  Definitive Proxy Statement
    /X/  Definitive Additional Materials
    / /  Soliciting Material Pursuant to Section 240.14a-12

                           VALMONT INDUSTRIES, INC.
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                (Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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/X/  No fee required.

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                                   APPENDIX A

                            VALMONT INDUSTRIES, INC.

                             AUDIT COMMITTEE CHARTER

     The Audit Committee is appointed by the Board of Directors to assist the
Board by reviewing (1) the financial statements of the Company, (2) the
independence and performance of the Company's independent auditors, and (3) the
compliance by the Company with legal and regulatory requirements.

AUDIT COMMITTEE STRUCTURE, COMPOSITION AND PROCESSES:

     1. The members of the Audit Committee, at least three in number, shall be
appointed by the Board and shall meet the independence and experience
requirements of the NASD.

     2. The Audit Committee shall review and reassess the adequacy of this
Charter annually and recommend any proposed changes to the Board for approval.
The Audit Committee shall have the responsibilities and powers set forth in this
Charter; however, it is the responsibility of management and the independent
auditors, and not the Audit Committee, to plan and conduct audits and to
determine that the Company's financial statements are in accordance with
generally accepted accounting principles.

     3. The Audit Committee shall have the authority to retain legal, accounting
and other advisors to assist the Committee in its functions.

     4. The Audit Committee shall make regular reports to the Board.

INDEPENDENT AUDITOR SELECTION AND EVALUATION:

     5. The Audit Committee shall recommend to the Board the appointment of the
independent auditors (subject to stockholder approval), which firm is ultimately
accountable to the Audit Committee and the Board. The Audit Committee shall
approve the fees to be paid to the independent auditors.

     6. The Audit Committee shall evaluate the performance of the independent
auditors and if so determined by the Audit Committee, recommend that the Board
replace the independent auditors.

PROXY STATEMENT REPORT:

     7. The Audit Committee shall review and discuss the annual audited
financial statements with management and the independent auditors.



     8. The Audit Committee shall discuss with the independent auditors the
matters required to be discussed by Statement on Auditing Standards No. 61
relating to the conduct of the audit.

     9. The Audit Committee shall receive periodic reports from the independent
auditors regarding the auditor's independence (including the disclosures
required by Independence Standards Board Standard No. 1), discuss such reports
with the auditors, and take appropriate action to oversee the independence of
the auditors.

     10. Based on the review and discussions referenced in the preceding three
paragraphs, the Audit Committee shall determine whether to recommend to the
Board that the audited financial statements be included in the Company's annual
report on Form 10-K for filing with the Securities and Exchange Commission.

     11. The Audit Committee shall prepare the report required by the rules of
the Securities and Exchange Commission to be included in the Company's annual
proxy statements.

ADDITIONAL INDEPENDENT AUDITOR ACTION:

     12. The Audit Committee shall meet with the independent auditors prior to
the annual audit to review the planning and staffing of the audit.

     13. The Audit Committee shall review with the independent auditors any
problems or difficulties that the auditors may have encountered in connection
with the audit. The Audit Committee shall review issues raised by the
management letter provided by the auditors and the Company's response to
those issues.

     14. The Audit Committee shall ensure that the independent auditors
review the Company's quarterly financial statements prior to filing with the
Securities and Exchange Commission. The Audit Committee, or its Chairman, shall
discuss such review with the independent auditors and management.

REPORTS TO THE AUDIT COMMITTEE:

     15. The Audit Committee shall review major changes to the Company's
auditing and accounting principles and practices as suggested by the independent
auditors, internal auditors or management.

     16. The Audit Committee shall review the appointment and replacement of the
senior internal auditing executive, and shall review significant issues
identified by the internal auditing department.

     17. The Audit Committee shall obtain reports from management, the Company's
internal auditing department, the Company's independent auditors, and the
Company's general counsel with respect to (i) the Company's policies and
procedures regarding compliance with



applicable laws and regulations, (ii) the Company's processes for controlling
major financial risk exposures, and (iii) the status of significant legal
matters.

     18. The Audit Committee shall meet at least annually with the Chief
Financial Officer, the senior internal auditing executive and the independent
auditors in separate executive sessions.




NOTE: Pursuant to Instruction 3 to Item 10 of Schedule 14A of the Securities
Act of 1934, the following written plan document, which is not being mailed
to stockholders with the proxy statement, is being filed in electronic format
as an appendix to the proxy statement filing.


                        VALMONT EXECUTIVE INCENTIVE PLAN


         1. PURPOSE. The principal purpose of the Valmont Industries, Inc.
Executive Incentive Plan (the "Plan") is to provide incentives to executive
officers and other senior management officers of Valmont ("Valmont") who have
significant responsibility for the success and growth of Valmont and to assist
Valmont in attracting, motivating and retaining executive officers on a
competitive basis.

         2. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Compensation Committee of the Board of Directors (the "Committee"). The
Committee shall have the sole discretion to interpret the Plan; approve a
pre-established objective performance measure or measures annually; certify the
level to which each performance measure was attained prior to any payment under
the Plan; approve the amount of awards made under the Plan; and determine who
shall receive any payment under the Plan.

         The Committee shall have full power and authority to administer and
interpret the Plan and to adopt such rules, regulations and guidelines for the
administration of the Plan and for the conduct of its business as the Committee
deems necessary or advisable. The Committee's interpretations of the Plan, and
all actions taken and determinations made by the Committee pursuant to the
powers vested in it hereunder, shall be conclusive and binding on all parties
concerned, including Valmont, its stockholders and any person receiving an award
under the Plan.

         3. ELIGIBILITY. Executive officers and other senior management
officers of Valmont shall be eligible to receive awards under the Plan. The
Committee shall designate the executive officers and other senior management
officers who will participate in the Plan each year.

         4. AWARDS. The Committee shall establish annual and/or long-term
incentive award targets for participants. If an individual becomes an executive
officer or senior management officer during the year, such individual may be
granted eligibility for an incentive award for that year upon such individual
assuming such position; provided, if such person is a covered employee under
Section 162(m) of the Internal Revenue Code, the eligibility of such person
shall be conditioned on compliance with Section 162(m) for tax deductibility of
the award.

         The Committee shall also establish annual and/or long-term performance
targets which must be achieved in order for an award to be earned under the
Plan. Such targets shall be based on earnings, earnings per share, growth in
earnings per share, achievement of annual operating profit plans, return on
equity performance, or similar financial performance measures as may be
determined by the Committee. The specific performance targets for each
participant shall be established in writing by the Committee within ninety days
after the commencement of the fiscal year (or within such other time period as
may be required by Section 162(m) of the Internal Revenue Code) to which the
performance target relates. The performance target shall be established in such
a manner than a third party having knowledge of the relevant facts could
determine whether the performance goal has been met.

         Awards shall be payable following the completion of the applicable
fiscal year upon certification by the Committee that Valmont achieved the
specified performance target established for the participant. Awards may be paid
in cash or common stock. Notwithstanding the attainment by Valmont of the
specified performance targets, the Committee has the discretion, for each
participant, to reduce some or all of an award that would otherwise be paid.
However, in no event may a participant receive an award of more than 400% of
such participant's base salary under the Plan in any fiscal year; for this
purpose, a participant's base salary shall be the base salary in effect at the
time the Committee establishes the performance targets for a fiscal year or
period.

         5. MISCELLANEOUS PROVISIONS. Valmont shall have the right to deduct
from all awards hereunder paid in cash any federal, state, local or foreign
taxes required by law to be withheld with respect to such awards. Neither the
Plan nor any action taken hereunder shall be construed as giving any employee
any right to be retained in the employ of Valmont. The costs and expenses of
administering the Plan shall be borne by Valmont and shall not be charged to any
award or to any participant receiving an award.

         6. EFFECTIVE DATE, AMENDMENTS AND TERMINATION. The original Plan became
effective on December 19, 1995 and was approved by the stockholders of Valmont
in April 1996. This amended Plan was approved by directors on February 26, 2001
subject to approval by Valmont stockholders at the 2001 annual meeting of
stockholders. The Committee may at any time terminate or from time to time amend
the Plan in whole or in part, but no such action shall adversely affect any
rights or obligations with respect to any awards previously made under the Plan.
However, without stockholder approval no amendment of the Plan shall be
effective which would increase the maximum amount which can be paid to any one
executive officer under the Plan in any fiscal year, which would change the
performance targets permitted under the Plan for payment of awards, or which
would modify the requirement as to eligibility for participation in the Plan.