VALMONT DEFERRED COMPENSATION PLAN

VALMONT DEFERRED COMPENSATION PLAN

(Amended and Restated Effective December 31, 2008)

1.  Purpose . This Plan is intended to allow key executives of Valmont and its affiliates to defer a portion of their compensation and receive matching contributions from Valmont. The Plan was originally adopted effective August 1, 1988. The Plan was amended and restated effective July 1, 2001. This amendment and restatement is intended to bring the Plan in compliance with Code § 409A and is effective December 31, 2008, except to the extent otherwise specifically provided below. For the period January 1, 2005 through December 31, 2008, the Plan has been administered in good faith compliance with Code § 409A.

2.1       “ Base Pay ” shall mean a Participant's regular cash compensation excluding bonuses, overtime, severance pay, incentive pay, stock options and similar extraordinary compensation.

2.2       “ Change of Control Event. ” The term “Change of Control Event” means a Change in Ownership of Valmont, a Change in Effective Control of Valmont, or a Change in the Ownership of a Substantial Portion of Valmont’s Assets. For purpose of this Plan:

(a)       “ Change in Ownership of Valmont. ” A “Change in Ownership of Valmont” occurs on the date that any one person or entity, or more than one person or entity acting as a Group acquires ownership of stock of Valmont that, together with stock held by such person, entity or Group, constitutes more than fifty percent (50%) of the total fair market value of Valmont or of the total voting power of the stock of Valmont; provided, however, if any one person or entity, or more than one person or entity acting as a Group, is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of Valmont, the acquisition of additional stock by the same person, entity or Group is not considered to cause a Change in Ownership of Valmont (or a Change in Effective Control of Valmont).

(b)       “ Change in Effective Control of Valmont. ” A “Change in Effective Control of Valmont” occurs on the date that either:

(c)       “ Change in the Ownership of a Substantial Portion of Valmont’s Assets. ” A “Change in the Ownership of a Substantial Portion of Valmont’s Assets” occurs on the date that any one person or entity, or more than one person or entity acting as a Group, acquires or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person, entity or Group, assets from Valmont that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of Valmont immediately prior to such acquisition or acquisitions. For purposes of this Section, the term “gross fair market value” means the value of the assets of Valmont, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. However, a Change in the Ownership of a Substantial Portion of Valmont’s Assets does not occur if the assets are transferred to one of the following (as determined immediately after the asset transfer):

For purposes of this Section, the term “Group” shall have the meaning within Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 and shall include the owners of a corporation that enter into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with Valmont, but shall not include persons or entities who would otherwise be considered a Group solely because such persons or entities purchase or own stock of Valmont at the same time or as a result of the same public offering. The attribution rules of Code Section 318(a) shall apply in determining stock ownership.

2.4       “ Committee ” means the Administrative Committee as appointed by the Board of Directors Compensation Committee of Valmont (“Compensation Committee”).

2.5       “ Compensation ” means with respect to any Participant, such Participant’s wages, salaries, fees for professional services and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Employer to the extent that the amount is includible in gross income (including, but not limited to commissions paid salesman, compensation for services on the basis of a percentage of profits, bonuses), and reimbursements or other expense allowances under a non-accountable plan for a Plan

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Year and including amounts which are contributed by the Employer pursuant to a salary reduction agreement and which are not includible in the gross income of the Participant under Code §§ 125 and 402(e)(3). Compensation shall exclude (1) Incentives paid in Valmont Stock to fulfill Valmont policy ownership requirements, (2) any distributions from a plan of deferred compensation, (3) amounts realized from the exercise of a nonqualified stock option, or when restricted stock (or property) held by an Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture, (4) amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option, (5) Employer contributions to this Plan (but not the Employee contributions), and (6) severance pay, mortgage pay differential, EVAC earnings accrued, foreign hardship, housing allowance, relocation allowance, and expatriate allowances.

2.6       “ Deferral ” with respect to any Participant means the amount of the Participant’s total Compensation which has been contributed to the Plan in accordance with the Participant’s deferral election pursuant to Section 4.1.

2.7       “ Disability ” means the Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under the Employer’s long term disability plan.

2.8       “ Employee ” means any person who is employed by Valmont or any of its affiliates.

2.10    “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

2.11    “ Incentive ” shall mean the portion of a Participant's Compensation that is paid as an incentive payment, bonus or commission to the Participant.

2.12    “ Participant ” means an Employee who has satisfied the eligibility requirements set forth in Section 3 of the Plan and who has not been paid his or her total benefits from this Plan.

2.13    “ Plan ” means this plan which shall be called the Valmont Deferred Compensation Plan.

2.15    “ Salary ” means that portion of the Participant's cash Compensation which is not an Incentive.

2.16    “ Valmont ” means Valmont Industries, Inc., a Delaware corporation, and any successor thereto.

2.17    “ VERSP ” means the Valmont Employee Retirement Savings Plan; a 401(k) plan.

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2.18    “ Years of Service ” means the aggregate of all periods commencing with the Employee’s first day of employment or reemployment with the Employer and ending on the date the Employee ceases to be employed by the Employer.

3.          Eligibility and Participation . Each Employee who participates in the Plan as of December 31, 2008 shall be eligible to continue participation. Each Employee who is a corporate officer, a divisional head, and/or a direct report to a divisional head and whose Base Pay plus target incentive pay exceeds the Code Section 401(a)(17) compensation limit shall be eligible to participate in the Plan upon approval by the Compensation Committee. The Employee shall become a Participant in this Plan as of the later of the date of approval by the Compensation Committee or the first day of the month following 90 days of employment. Each Participant shall continue to participate in this Plan until all the benefits payable to the Participant under this Plan have been paid. A Participant who ceases to meet the eligibility requirements of this Section 3, shall continue to be eligible to contribute to the Plan.

(a)       Prior to the beginning of each Plan Year a Participant may elect to have all or a portion of his or her Salary for such Plan Year contributed to this Plan.

(b)       A Participant may elect to have all or a portion of his or her Incentive for a Plan Year contributed to this Plan by making an election on or before the June 30 of the Plan Year during which the services are performed with respect to the Incentive.

(c)       In the case of the first Plan Year in which the Employee becomes eligible to participate in the Plan, the Employee may make an initial deferral election within thirty (30) days after the date the Employee first became eligible to participate in the Plan, with respect to Compensation paid for services to be performed subsequent to the election.

(d)       The deferral rates for Salary and