Corporate Governance and Nominating Committe Charter

Activities and Responsibilities
The primary purpose of the Corporate Governance and Nominating Committee of Lindsay Manufacturing Co. is to provide guidance and assistance to the Board of Directors in discharging its duties and responsibilities relating to the corporate governance principles and practices of the Board of Directors and the Company, the oversight of the composition of the Board of Directors, and the evaluation, procedures and composition of the Committees of the Board of Directors.

The Corporate Governance and Nominating 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 responsibilities to identify individuals who are qualified to become Directors of the Company, consistent with criteria approved by the Board, and make recommendations to the Board of persons to serve as Directors of the Company (including nominees at the Annual Meeting of Stockholders); develop and recommend to the Board a set of corporate governance principles applicable to the Company; oversee the evaluation of the Board and management; and conduct an annual performance evaluation of the Corporate Governance and Nominating Committee, including an evaluation of the adequacy of the Corporate Governance and Nominating Committee Charter.

The Corporate Governance and Nominating Committee is responsible for making recommendations to the Board of Directors concerning the appropriate size and needs of the Board and for considering the nomination and screening of Board member candidates. The Corporate Governance and Nominating Committee will consider Director candidates recommended by stockholders, and will comply with any requirements of the Securities and Exchange Commission to consider such candidates. Stockholders may propose candidates for consideration by the Corporate Governance and Nominating Committee by submitting in writing the names, biographical data and other supporting information to the Secretary of the Company.

The Corporate Governance and Nominating Committee is responsible for making recommendations to the Board of Directors with respect to the appointment of Directors to serve as Chairmen and members of Committees of the Board. The Corporate Governance and Nominating Committee shall oversee Committee membership and qualifications, training and orientation of Directors, the performance of members of the Board, and an annual performance evaluation of the Board to determine whether the Board and its Committees are functioning effectively. The Corporate Governance and Nominating Committee shall also be responsible for reviewing and recommending changes in Committee structure and operations and Committee reporting to the Board. It is also responsible for reviewing and recommending changes in the general Corporate Governance Principles of the Company.

The Corporate Governance and Nominating Committee shall have sole authority to retain and terminate any search firm to be used to identify Director candidates, including sole authority to approve the search firm’s fees and other retention terms.

The Corporate Governance and Nominating Committee may engage attorneys, advisors and consultants which it determines are necessary or appropriate to carry out its duties. The Corporate Governance and Nominating 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 Corporate Governance and Nominating Committee may establish subcommittees or delegate specific responsibilities to the Committee Chair or any other Committee member(s).

Membership and Qualifications
The Corporate Governance and Nominating 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 Corporate Governance and Nominating Committee. Corporate Governance and Nominating Committee members may be replaced by the Board of Directors.

The Chairman of the Corporate Governance and Nominating Committee may make recommendations for changes in the Committee, which may include expanding or reducing the size of the Committee or replacing a Committee member.

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

In addition to the members of the Corporate Governance and Nominating 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 Corporate Governance and Nominating Committee Chairman, Corporate Secretary or other person designated to act as Secretary for the meeting.

An oral report shall be presented by the Corporate Governance and Nominating Committee Chairman at Board of Directors meetings, as appropriate.