Compensation Committee Charter

Activities and Responsibilities

The primary purpose of the Compensation Committee of Lindsay Manufacturing Co. is to provide oversight of all executive compensation and benefit programs. The Committee’s actions will generally be related to overall considerations, policies and strategies. The administration of all compensation and benefits will be the responsibility of management.

The Compensation Committee’s responsibilities include, but are not limited to, the responsibilities which are required under the Corporate Governance Rules of the New York Stock Exchange listing standards, including the direct responsibility to:

The following are specific areas where Compensation Committee action is required:

In considering the long-term incentive component of CEO compensation, the Compensation Committee should consider the Company’s performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the Company’s CEO in past years.

The Compensation Committee shall have sole authority to retain and terminate a compensation consultant to assist in the evaluation of director, CEO or senior executive compensation, including sole authority to approve the consulting firm’s fees and other retention terms.

The Compensation Committee may engage attorneys, advisors and consultants which it determines are necessary or appropriate to carry out its duties. The Compensation Committee shall make all decisions with respect to fees and other compensation paid to such attorneys, advisors and consultants. Any such attorneys, advisors and consultants shall report to the Committee and shall serve at the Company’s expense.

In its discretion, the Compensation Committee may establish subcommittees or delegate specific responsibilities to the Committee Chair or any other Committee member(s).

Membership and Qualifications
The Compensation Committee shall be appointed by the Board of Directors annually and shall consist of three or more Directors, all of whom in the judgment of the Board of Directors shall be independent and satisfy the independence requirements of the New York Stock Exchange Corporate Governance Rules listing standards, and one of whom shall be appointed by the Board as Chairman of the Compensation Committee. In addition, all members of the Compensation Committee shall qualify as “Non-Employee Directors” under Rule 16b-3(b)(3)(i) promulgated under the Securities Exchange Act of 1934 and as “Outside Directors” under Treasury Regulations adopted pursuant to Section 162(m) of the Internal Revenue Code. Compensation Committee members may be replaced by the Board of Directors.

Attendance and Minutes
The Compensation Committee shall meet at such times as may be necessary. It is anticipated that Compensation Committee meetings will be held in conjunction with selected Board of Director meetings and in telephone conference meetings. Special meetings of the Committee can be called by the Chairman of the Compensation Committee or the Chairman of the Board. A majority of the Committee members shall constitute a quorum.

In addition to the members of the Compensation Committee, the President and CEO, other managers of the Company and outside advisors may be invited to participate in Committee meetings.

Minutes of the meeting will be prepared by the Committee Chairman, Corporate Secretary, or other person designated to act as Secretary for the meeting.
An oral report shall be presented by the Compensation Committee Chairman at Board of Directors meetings, as appropriate.