Edgar Filing: LINDSAY MANUFACTURING CO

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

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 [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[X] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14A-11(c) or Section 240.14a-12

Lindsay Manufacturing Co.
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(Name of Registrant as Specified In Its Charter)

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CONTROL NUMBER.

SEC 1913 (11-01)

LINDSAY MANUFACTURING CO.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

JANUARY 21, 2003

The Annual Meeting of Stockholders of Lindsay Manufacturing Co. (the
"Company") will be held at the Embassy Suites Hotel, 555 South 10th Street,
Omaha, Nebraska, on Tuesday, January 21, 2003, at 8:30 a.m., Central Standard
Time, for the following purposes:

(1) To elect three (3) directors, two (2) of which shall have
terms ending in 2006 and one (1) of which shall have a term
ending in 2004.

(2) To ratify the appointment of KPMG LLP as independent auditors
for the Company for the fiscal year ending August 31, 2003.

(3) To transact such other business as may properly come before
the meeting or any adjournment or adjournments thereof.

Enclosed herewith is a Proxy Statement setting forth information with
respect to the election of directors and the ratification of the appointment of
independent auditors.

Only stockholders holding shares of Common Stock of record at the close
of business on December 13, 2002 are entitled to notice of, and to vote, at the
meeting.

Stockholders, whether or not they expect to be present at the Annual
Meeting, are requested to sign and date the enclosed proxy which is solicited on
behalf of the Board of Directors and return it promptly in the envelope enclosed
for that purpose. Any person giving a proxy has the power to revoke it at any
time, and stockholders who are present at the Annual Meeting may withdraw their
proxies and vote in person.

By Order of the Board of Directors

/s/ Bruce C. Karsk
------------------
Bruce C. Karsk, Secretary

Omaha, Nebraska
December 20, 2002

IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER SOLICITATION FOR PROXIES TO ENSURE A QUORUM AT THE ANNUAL MEETING.

LINDSAY MANUFACTURING CO.
2707 North 108th Street, Suite 102
Omaha, Nebraska 68164

PROXY STATEMENT
for

ANNUAL MEETING OF STOCKHOLDERS
of
COMMON STOCK

This Proxy Statement is furnished in connection with the solicitation
of proxies for use at the Annual Meeting of Stockholders of Lindsay
Manufacturing Co. (the "Company") to be held on Tuesday, January 21, 2003 at the
time and place and for the purposes set forth in the accompanying Notice of
Annual Meeting of Stockholders. The principal executive offices of the Company
are at 2707 North 108th Street, Suite 102, Omaha, Nebraska 68164. This Proxy
Statement and the proxy cards are first being mailed to stockholders on or about
December 26, 2002.

The accompanying proxy is solicited on behalf of the Board of Directors
of the Company and is revocable at any time before it is exercised by written
notice of termination given to the Secretary of the Company or by filing with
him a later-dated proxy. Furthermore, stockholders who are present at the Annual
Meeting may withdraw their proxies and vote in person. All shares of the
Company's Common Stock represented by properly executed and unrevoked proxies
will be voted by the Board of Directors of the Company in accordance with the
directions given therein. Where no instructions are indicated, proxies will be
voted "FOR" each of the proposals set forth in this Proxy Statement for
consideration at the Annual Meeting. In addition, the directors believe shares
held by executive officers and directors of the Company will be voted "FOR" each
such proposal. Such shares represent approximately 2.7% of the total shares
outstanding as of December 13, 2002. Shares of Common Stock entitled to vote and
represented by properly executed, returned and unrevoked proxies will be
considered present at the meeting for purposes of determining a quorum,
including shares with respect to which votes are withheld, abstentions are cast
or there are broker nonvotes.

VOTING SECURITIES AND BENEFICIAL OWNERSHIP
THEREOF BY PRINCIPAL STOCKHOLDERS,
DIRECTORS AND OFFICERS

Only holders of Common Stock of record at the close of business on
December 13, 2002 are entitled to vote at the Annual Meeting. At the record
date, there were 11,732,969 shares of Common Stock which were issued and
outstanding. Each share of Common Stock is entitled to one vote upon each matter
to be voted on at the Annual Meeting. Stockholders do not have the right to
cumulate votes in the election of directors.

The following table sets forth, as of December 20, 2002, the beneficial
ownership of the Company's Common Stock by each director, by each nominee to
become a director, by each of the executive officers named in the Summary
Compensation Table, by all present executive officers and directors of the
Company as a group and by each other person believed by the Company to
beneficially own more than 5% of the outstanding shares of the Company's Common
Stock:

NUMBER OF SHARES PERCENT
NAME BENEFICIALLY OWNED(1) OF CLASS
------------------------------ --------------------- ---------

DIRECTORS AND EXECUTIVE OFFICERS

Howard G. Buffett, Director and Chairman of the Board 46,686 (2) *

Michael N. Christodolou, Director 18,469 (2) *

Larry H. Cunningham, Director 11,136 (2) *

J. David McIntosh, Director 0 *

William F. Welsh II, Director 15,062 (2) *

Richard W. Parod, Director, President and Chief Executive Officer 122,800 (2) *

Matthew T. Cahill, Vice President--Manufacturing 4,000 (2) *

Dirk A. Lenie, Vice President of Marketing 4,100 (2) *

Bruce C. Karsk, Executive Vice President, Chief Financial Officer, 149,606 (2) 1.3
Treasurer and Secretary

Robert S. Snoozy, Vice President--Domestic Sales 86,904 (2) *

All executive officers and directors as a group
(13 persons) 597,535 (2) 5.4

NOMINEE FOR DIRECTOR

Michael C. Nahl 0 *

OTHER SHAREHOLDERS

David L. Babson & Co., Inc. (3) 841,775 (7) 7.2

Gary D. Parker (4) 750,507 (7) 6.4

Third Avenue Management LLC (5) 708,800 (7) 6.1

Granahan Investment Management (6) 656,100 (7) 5.6

-------------------------
* Represents less than 1% of the outstanding Common Stock of the Company.

(1) Each stockholder has sole voting and investment power over the shares he
beneficially owns, and all such shares are owned directly by the individual
or their spouse unless otherwise indicated.

(2) Includes 45,550, 18,223, 11,136, 5,062, 120,000, 4,000, 4,000, 1,500,
28,500 and 281,471 shares which may be acquired currently or within 60 days
of December 20, 2002 pursuant to the exercise of options by Messrs.
Buffett, Christodolou, Cunningham, Welsh, Parod, Cahill, Lenie, Karsk and
Snoozy and the executive officers and directors as a group, respectively.

(3) 360 Madison Avenue, 10th Floor, New York, New York 10017.

(4) 6272 Country Club Drive, Columbus, Nebraska 68601. Mr. Parker is a former
Chairman and Chief Executive Officer of the Company.

(5) 767 Third Avenue, New York, New York 10017.

(6) 275 Wyman Street, Suite 270, Waltham, Massachusetts 02154.

(7) Based on Schedules 13D, 13F and 13G reports filed with the Securities and
Exchange Commission with respect to the Company's Common Stock, or based on
the Company's registered shareholders list.

ELECTION OF DIRECTORS

BOARD OF DIRECTORS AND COMMITTEES

The Board of Directors has increased the number of directors from six
to seven. The Board has nominated Larry H. Cunningham and Richard W. Parod each
to serve as director for an additional three-year term. In addition, the Board
has nominated Michael C. Nahl to serve as a director for a one-year term to fill
the vacancy created by the increase in the size of the Board. Proxies submitted
pursuant to this solicitation will be voted, unless specified otherwise, for the
election of Messrs. Cunningham, Parod and Nahl. Messrs. Cunningham, Parod and
Nahl have each expressed an intention to serve, if elected, and the Board of
Directors knows of no reason why they might be unavailable to continue to serve,
if elected. If any of Messrs. Cunningham, Parod or Nahl are unable to serve, the
shares represented by all valid proxies will be voted for the election of such
substitute nominee as the Board of Directors may recommend. There are no
arrangements or understandings between Messrs. Cunningham, Parod or Nahl and any
other person pursuant to which they were nominated to serve on the Board of
Directors.

The election of a director requires the affirmative vote of a plurality
of the shares present in person or represented by proxy at the meeting and
entitled to vote. Consequently, votes withheld and broker nonvotes with respect
to the election of the director will have no impact on the election of the
director. THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
ELECTION OF MESSRS. CUNNINGHAM, PAROD AND NAHL.

The following table sets forth certain information regarding the
directors and all nominees to become a director of the Company. Each of Messrs.
Cunningham, Buffett, Welsh, Christodolou and McIntosh are considered independent
directors of the Company under the rules adopted by the New York Stock Exchange.
If elected, Mr. Nahl would also be considered an independent director of the
Company. All members of the Board of Directors have held the positions with the
companies (or their predecessors) set forth under "Principal Occupation" for at
least five years, unless otherwise indicated.

PRINCIPAL DIRECTOR TERM TO
NAME AGE OCCUPATION SINCE EXPIRE
-------------- ----- -------------- --------- --------

NOMINEES

Larry H. Cunningham 58 Senior Vice President, Corporate Affairs 2000 2003
for Archer Daniels Midland Company (1)

Richard W. Parod 49 President and Chief Executive Officer of 2000 2003
Lindsay Manufacturing Co. (2)

Michael C. Nahl 60 Senior Vice President and Chief Financial N/A N/A
Officer of Albany International Corp. (3)

DIRECTORS CONTINUING IN OFFICE

Howard G. Buffett 48 President of BioImages and President of 1995 2004
Buffett Farms (4)

William F. Welsh II 61 Chairman of the Board of Election Systems 2001 2004
& Software (5)

Michael N. Christodolou 41 Founder and Manager of Inwood Capital 1999 2005
Management, L.L.C. (6)

J. David McIntosh 59 Retired Executive Vice President of The 2002 2005
Toro Company (7)

----------------
(1) Prior to joining Archer Daniels Midland Company in 1993, Mr. Cunningham was
employed by A.E. Staley Manufacturing Company from 1965 to 1990. Mr. Cunningham
is currently on the Board of Trustees for Millikin University and the James
Millikin Trust.

(2) Prior to joining the Company in April of 2000, Mr. Parod was the Vice
President and General Manager of Toro Irrigation, a division of The Toro
Company, from 1997 to March 2000. From 1993 to 1997, he was an executive officer
of James Hardie Irrigation, serving as President 1994 to 1997.

(3) Mr. Nahl joined Albany International Corp. in 1981 as a Group Vice
President, Corporate and was appointed to his current position in 1983.

Mr. Nahl is a director of GrafTech International Ltd.

(4) From 1995 to 2001, Mr. Buffett served as Chairman of the Board of Directors
of The GSI Group. Mr. Buffett was Corporate Vice President, Assistant to the
Chairman and director of Archer Daniels Midland Company from 1992 to 1995 and a
County Commissioner of Douglas County, Nebraska from 1989 to 1992. Mr. Buffett
is also a director of Berkshire Hathaway, Inc., Coca-Cola Enterprises, Inc. and
ConAgra Foods, Inc. Effective after the annual meeting on January 21, 2003, Mr.
Buffett shall step down as Chairman of the Board of Directors of the Company. In
addition, Mr. Buffett has informed the Company that, due to other
responsibilities which he has recently assumed, he currently expects that he
will not be able to continue to serve as a director of the Company after his
present term ends in January 2004.

(5) From 1995 to 2000, Mr. Welsh was President and Chief Executive Officer of
Election Systems & Software. Mr. Welsh is also Chairman and a director of
Ballantyne of Omaha, Inc.

(6) Mr. Christodolou founded Inwood Capital Management, L.L.C., which serves as
the general partner of a number of investment partnerships, in May 2000. From
1993 to 1999, Mr. Christodolou was Director of Equity Investments of Barbnet
Investment Co. (formerly known as Thomas M. Taylor & Co.), an investment
consulting firm providing services to various entities associated with certain
members of the Bass Family of Fort Worth, Texas. Mr. Christodolou joined Thomas
M. Taylor & Co. in 1988 as an investment analyst. Effective after the annual
meeting on January 21, 2003, Mr. Christodolou shall become Chairman of the Board
of Directors of the Company.

(7) Mr. McIntosh served as Group Vice President of Professional and
International Business Divisions of The Toro Company from 1996 until August 1998
when he was appointed Executive Vice President. The Toro Company designs,
manufactures and markets professional turf maintenance equipment, irrigation
systems, landscaping equipment, agricultural irrigation systems and residential
yard products. Mr. McIntosh had been employed by The Toro Company for 26 years
prior to retiring on January 31, 2002.

Information regarding executive officers of the Company is found in the
Company's Annual Report which has been supplied with this Proxy Statement.

The Board of Directors conducts its business through meetings of the
Board and actions taken by written consent in lieu of meetings and by the
actions of its committees. During the fiscal year ended August 31, 2002, the
Board of Directors held twelve meetings. All directors attended 75% or more of
the meetings of the Board of Directors and of the committees of the Board of
Directors on which they served during fiscal 2002.

The Board of Directors has established three standing committees:
Audit, Compensation and Nominating.

AUDIT COMMITTEE. The functions performed by the Audit Committee include
reviewing periodically with independent auditors the performance of the services
for which they are engaged, including reviewing the scope of the annual audit
and its results, reviewing the year-end financials and the Security and Exchange
Commission Form 10-K prior to its filing, reviewing quarterly financial results
prior to their release to the public, reviewing the scope and results of the
Company's internal auditing function, reviewing the adequacy of the Company's
internal accounting controls with management and auditors and reviewing fees
charged by the Company's independent auditors. The Audit Committee was composed
of Directors Cunningham, Christodolou and Welsh until April 2002 when Mr.
McIntosh was appointed as a Director and additional member of the Audit
Committee. Mr. Christodolou is the Chairman of the Audit Committee. The Audit
Committee held nine meetings during fiscal 2002.

COMPENSATION COMMITTEE. The Compensation Committee reviews and approves
compensation policy, changes in salary levels and bonus payment and awards
pursuant to the Company's management incentive plans and also makes stock option
and other grants pursuant to the Company's long-term incentive plans. The
Compensation Committee was composed of Directors Cunningham, Buffett,
Christodolou and John C. Croghan until January 29, 2002 when Mr. Welsh replaced
Mr. Croghan following the end of Mr. Croghan's term as Director. Mr. Cunningham
is the Chairman of the Compensation Committee. The Compensation Committee held
four meetings during fiscal 2002.

NOMINATING COMMITTEE. The Nominating Committee is responsible for
nominating persons to serve as directors of the Company. The Nominating
Committee will consider nominees recommended by holders of Common Stock which
are submitted in the manner described under "Submission of Stockholder
Proposals." The Nominating Committee was composed of Directors Buffett,
Christodolou and Croghan until January 29, 2002 when Mr. Welsh replaced Mr.
Croghan following the end of Mr. Croghan's term as Director. Mr. Buffett chaired
the Nominating Committee until July 26, 2002, at which time Mr. Welsh became the
Chairman of the Nominating Committee. The Nominating Committee held three
meetings during fiscal 2002.

COMPENSATION OF DIRECTORS

Directors who are not employees of the Company are paid $24,000
annually, plus $1,200 per day for attending meetings of the Board of Directors
and $600 per day for any teleconference meetings or for attending any separate
meetings of committees of the Board of Directors or other meetings at the
request of the Company. In

addition, the non-executive Chairman is paid $12,000 per year for serving as
Chairman of the Company and the Chairman of each of the Audit and Compensation
Committees are paid $4,000 per year for serving as Chairman of their respective
committee. Directors are reimbursed for expenses they incur in attending
meetings. Directors may also receive per diem fees for other services performed
on behalf of the Company in amounts up to $600 per day for which payment is
authorized or approved by the Board of Directors. Non-employee directors receive
automatic awards of nonqualified options to purchase Common Stock. Continuing
non-employee directors receive a fixed annual grant of options to purchase 5,062
shares of Common Stock on September 3 of each year. A new non-employee director
will receive an initial grant of options to purchase 25,312 shares of Common
Stock on the first 3rd of September occurring after he or she becomes a
director. No other grants of stock options can be made to non-employee
directors. In all cases, the exercise price for options granted to non-employee
directors is equal to the closing price of the Common Stock on the date of the
grant. Options granted to a non-employee director vest 20% per year over a
five-year period. During fiscal 2002, the Company granted Mr. Welsh options to
purchase 25,312 shares of Common Stock and each of Messrs. Buffett, Christodolou
and Cunningham options to purchase 5,062 shares of Common Stock, all at an
exercise price of $18.90 per share.

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth information regarding the annual and
long-term compensation awarded to, earned by, or paid by the Company and its
subsidiaries to the Chief Executive Officer and the other four highest paid
executive officers of the Company for services rendered during the three fiscal
years ended August 31, 2002, 2001 and 2000.

SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION
----------------------

ANNUAL COMPENSATION AWARDS PAYOUTS
------------------- ------ -------

(a) (b) (c) (d) (e) (f) (g) (h) (i)
SECURITIES
RESTRICTED UNDERLYING
OTHER ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
NAME AND PRINCIPAL SALARY BONUS(1) COMPENSATION(2) AWARD(s) SARS PAYOUTS(3) COMPENSATION(4)
POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
------------------ ---- ------ -------- --------------- -------- ---- ---------- ---------------

Richard W. Parod 2002 312,946 196,940 -- -- -- -- 6,011
President and Chief 2001 300,000 54,000 49,787 -- -- -- 7,960
Executive Officer 2000 115,385 150,000 -- -- 350,000 -- 2,253

Bruce C. Karsk 2002 184,904 67,211 -- -- 7,500 -- 14,916
Executive Vice 2001 173,461 17,680 -- -- 7,500 -- 18,768
President, Secretary
and Treasurer 2000 154,688 90,000 -- -- -- -- 19,538

Dirk A. Lenie 2002 140,885 51,916 -- -- 7,500 -- 4,251
Vice President -- 2001 109,558 28,775 65,766 -- 20,000 -- 1,148
Marketing 2000 -- -- -- -- -- -- --

Robert S. Snoozy 2002 128,678 48,127 -- -- 7,500 -- 4,568
Vice President -- 2001 125,000 9,000 46,199 -- 7,500 -- 10,093
Domestic Sales 2000 103,032 93,966 -- -- -- -- 10,717

Matthew T. Cahill 2002 129,904 48,503 26,975 -- 7,500 -- 4,954
Vice President -- 2001 108,173 20,208 43,234 -- 20,000 -- 1,063
Manufacturing 2000 -- -- -- -- -- -- --

--------------
(1) For fiscal 2001, includes bonuses paid to Messrs. Lenie and Cahill
upon their acceptances of employment with the Company at $20,000 and $10,000
respectively. For fiscal 2000, includes a bonus paid to Mr. Parod upon his
acceptance of employment with the Company of $75,000.

(2) The amount reported for Mr. Cahill for fiscal 2002 consists of
$26,975 of moving expenses and associated employment taxes related to the
nondeductible portion of moving expenses. The amounts for fiscal 2001 consist of
moving expenses and associated employment taxes related to the nondeductible
portion of moving expenses of $34,787, $65,766, $46,199 and $43,234 for Messrs.
Parod, Lenie, Snoozy and Cahill, respectively. In addition, the amount for
fiscal 2001 for Mr. Parod includes $15,000 for his personal use of a Company
automobile.

(3) The Company does not have a long-term incentive plan as defined in
Item 402 of Regulation S-K under the Securities Exchange Act of 1934, as
amended.

(4) These amounts for fiscal 2002 consist of defined contributions and
matching contributions for calendar year 2001 to the Company's defined
contribution profit-sharing and 401(k) plan of $2,200, $3,698, $1,467, $1,617
and $2,627 for Messrs. Parod, Karsk, Lenie, Snoozy and Cahill, respectively, and
of fiscal 2002 premiums for supplemental life and disability insurance (and, in
the case of Mr. Karsk, the value of split-dollar supplemental term life
insurance) of $3,811, $11,219, $2,784, $2,951 and $2,327, for Messrs. Parod,
Karsk, Lenie, Snoozy and Cahill, respectively.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table sets forth certain information relating to options
granted during fiscal 2002 to executive officers of the Company whose
compensation is reported in the Summary Compensation Table.

POTENTIAL REALIZED
VALUE AT ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION FOR
OPTION TERM(2)
-----------------------
(a) (b) (c) (d) (e) (f) (g)
NUMBER OF %
SECURITIES OF TOTAL
UNDERLYING OPTIONS/SARS
OPTIONS/SARS GRANTED TO EXERCISE OR
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION
NAME (#)(1) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
------ ---------------- -------------- ------------- ----------- ------- -------

Richard W. Parod -- -- -- -- -- --
Bruce C. Karsk 7,500 6.3% $24.50 May 3, 2012 $115,575 $292,875
Dirk A. Lenie 7,500 6.3% $24.50 May 3, 2012 $115,575 $292,875
Robert S. Snoozy 7,500 6.3% $24.50 May 3, 2012 $115,575 $292,875
Matthew T. Cahill 7,500 6.3% $24.50 May 3, 2012 $115,575 $292,875

(1) The exercise price of all options granted during fiscal 2002 is equal to the
fair market value of the Company's Common Stock on the date of grant. Each
option expires ten years from the date of grant. No stock appreciation rights
(SARs) were granted during fiscal 2002.

(2) The dollar amounts set forth under these columns are the result of
calculations of assumed annual rates of Common Stock price appreciation from the
respective dates of the grant to the respective expiration dates of the options
of 5% and 10%. These assumptions are not intended to forecast future price
appreciation of the Company's Common Stock. The Company's stock price may
increase or decrease in value over the time period set forth above.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES

The following table sets forth certain information concerning options
exercised during fiscal 2002, the number of unexercised options and the value of
unexercised options at the end of fiscal 2002 for the executive officers of the
Company whose compensation is reported in the Summary Compensation Table.

(a) (b) (c) (d) (e)

NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/SARS AT
OPTIONS/SARS AT FISCAL YEAR
FISCAL YEAR END(#) END($)(1)
SHARES ACQUIRED VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) ($)(1) UNEXERCISABLE UNEXERCISABLE
------ ---------------- ------------------- --------------------- ----------------

Richard W. Parod -- -- 120,000 / 230,000 930,000 / 1,782,500
Bruce C. Karsk -- -- 1,500 / 13,500 4,825 / 19,500
Dirk A. Lenie -- -- 4,000 / 23,500 13,000 / 52,000
Robert S. Snoozy 13,500 145,550 39,000 / 18,000 393,094 / 38,813
Matthew T. Cahill -- -- 4,000 / 23,500 13,000 / 52,000

-------
(1) Based on the difference between the closing sale price of the Common Stock
on August 31, 2002 and the related option exercise price.

EQUITY COMPENSATION PLAN INFORMATION

The following equity compensation plan information summarizes plans and
securities approved and not approved by security holders as of August 31, 2002:

(a) (b) (c)
NUMBER OF SECURITIES WEIGHTED-AVERAGE NUMBER OF SECURITIES REMAINING
TO BE ISSUED UPON EXERCISE PRICE OF AVAILABLE FOR FUTURE ISSUANCE
EXERCISE OF OUTSTANDING UNDER EQUITY COMPENSATION PLANS
PLAN CATEGORY OUTSTANDING OPTIONS, OPTIONS, WARRANTS (EXCLUDING SECURITIES REFLECTED IN
------------- WARRANTS AND RIGHTS AND RIGHTS COLUMN (a)) (1)
------------------- ---------- ---------------

Equity compensation plans
approved by security holders (2) ........ 653,543 $ 18.61 728,827

Equity compensation plans not
approved by security holders (3) ....... 350,000 $ 14.00 -
--------- --------- ---------
Total ................................... 1,003,543 $ 17.00 728,827
========= ========= =========

(1) The Company's 2001 Amended and Restated Long-Term Incentive Plan (the "2001
Plan") allows for the issuance of up to 180,000 shares of restricted common
stock (not subject to the exercise of an option, warrant or right). As of
December 20, 2002, 180,000 shares of restricted common stock were available for
issuance under the 2001 Plan.

(2) Plans approved by shareholders include the Company's Amended and Restated
1991 Long-Term Incentive Plan and the 2001 Plan.

(3) Consists of options issued to Richard W. Parod pursuant to his employment
agreement, which was not approved by stockholders. See "Employment Agreement"
below.

EMPLOYMENT AGREEMENT

The Company entered into an employment agreement with Richard Parod,
its President and Chief Executive Officer, effective April 5, 2000 (the
"Agreement"). Under the Agreement, Mr. Parod receives a base salary, subject to
annual review and adjustment by the Compensation Committee of the Board of
Directors, and is entitled to an annual incentive bonus with a target of 60% of
his annual salary and an actual payout of 0% to 120% of his annual salary based
on individual and/or Company performance.

Under the terms of his employment agreement, Mr. Parod was granted a
total of 350,000 non-qualified stock options. The exercise price of these
options is $14.00 per share, which is equal to the fair market value of the
Company's Common Stock on the date of grant. Options for 300,000 shares granted
to Mr. Parod become exercisable 20% per year beginning on April 5, 2001 through
April 5, 2005. The remaining 50,000 options will become exercisable on (i) the
first day following completion of a 20 business day period during which the fair
market value of the Company's Common Stock exceeds $40 per share provided the
period occurs prior to April 5, 2005 or (b) April 5, 2009. All of Mr. Parod's
options will vest immediately in the event of (a) a dissolution or liquidation
of the Company, (b) a sale of substantially all the assets of the Company, (c) a
merger or other combination involving the Company after which the owners of the
Company immediately prior to such merger or combination own less than 50% of the
outstanding shares of the Company, or (d) the acquisition of more than 50% of
the Company's Common Stock by any person through a tender offer or otherwise.
The options granted to Mr. Parod expire on April 5, 2010.

REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION

The report is not deemed to be "soliciting material" or to be "filed"
with the Securities and Exchange Commission (the "SEC") or subject to the SEC's
proxy rules or to the liabilities of Section 18 of the Securities Exchange Act
of 1934 (the "1934 Act"), and the report shall not be deemed to be incorporated
by reference into any prior or subsequent filing by the Company under the
Securities Act of 1933 or the 1934 Act.

The Compensation Committee of the Board of Directors is comprised of
Larry H. Cunningham (as Chairman), Howard G. Buffett, Michael N. Christodolou
and William F. Welsh II, each of whom is an independent director of the Company
under the rules adopted by the New York Stock Exchange. The Compensation
Committee is responsible for setting policies with respect to compensation of
the Company's executive officers.

EXECUTIVE OFFICER COMPENSATION. The Compensation Committee endeavors to
implement an executive compensation program that is effective in attracting,
retaining and motivating the executive officers upon whom the

Company relies to develop and implement its business strategy. The overall goal
of the Company's compensation program is to maximize shareholder value.
Accordingly, an important component of our compensation philosophy is to closely
align the financial interests of the Company's executive officers with those of
the shareholders.

During fiscal 2002, the Company utilized a compensation package that
provided its executive officers with a base salary, benefits and opportunities
to receive performance bonuses as well as grants of stock options, under our
existing long-term incentive plans. Base salaries were established based on the
executive officers' prior salary and our view of the base salary levels for
executive officers with comparable positions and responsibilities in similar
companies. The remaining portion of each executive officer's fiscal 2002
compensation was directly related to the success of the Company. This was
accomplished in two ways.

First, for fiscal 2002, the Company continued to use a management
incentive plan (the "Incentive Plan") that directly correlates employee bonuses
to the achievement of both corporate and individual performance objectives. The
Compensation Committee originally engaged William M. Mercer, Incorporated, an
international consulting company, to assist it in the development of the
Incentive Plan. The Compensation Committee is responsible for approving
objectives and otherwise administering the implementation of the Incentive Plan
with respect to the executive officers. Under the Incentive Plan, a target bonus
of 60% of base salary was established for the Chief Executive Officer, and a
target bonus of 35% of base salary was established for the other Named Executive
Officers. Achievement of corporate objectives relating to specific financial
measures account for 80% of the total potential bonus paid to Named Executive
Officers under the Incentive Plan. Individual performance objectives, tailored
to each officer's area of responsibility, account for the remaining 20% of the
total potential bonus under the Incentive Plan. Measurable performance
objectives were established for each Named Executive Officer. Minimum
"threshold" objectives levels must be achieved under the corporate and the
individual component in order for any bonus to be earned under that component.
Conversely, up to 200% of the target bonus amount may be paid if target
objectives are significantly exceeded. During fiscal 2002, the target objectives
levels were exceeded under the corporate component, and 109% of the target bonus
was earned under that component by each executive officer. Bonuses were paid to
executive officers under the individual component ranging between 83% and 98% of
the target bonus amount for this component.

Second, believing that significant ownership of Company stock serves to
align management's interest with that of the Company's shareholders, executive
officers who, in our opinion, have contributed and will contribute to the
growth, development and financial success of the Company were awarded stock
options. In order to motivate our executives to increase shareholder value, the
exercise price of all stock options granted in fiscal 2002 was equal to market
value of our Common Stock on the respective grant dates. Accordingly, these
options will only have value if our shareholders also benefit from increasing
share prices. In order to motivate the Company's executives to make a long-term
commitment to the Company, stock options may not be exercised until they vest.
All stock options granted in fiscal 2002 vest ratably over a five-year period.
Until vested, these options are subject to forfeiture provisions if an executive
officer leaves the Company.

DISCUSSION OF 2002 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER. As
described above, the Compensation Committee is responsible for establishing
total compensation for all executive officers, including Richard Parod, the
Company's Chief Executive Officer. After considering various factors, including
Mr. Parod's performance as Chief Executive Officer during fiscal 2002 and the
increases in salary levels generally for chief executive officers of public
manufacturing companies, the Compensation Committee determined to increase Mr.
Parod's base salary by 5% to $328,860, effective as of the beginning of fiscal
2003. During fiscal 2002, Mr. Parod participated in the Incentive Plan. Since
109% of the target objectives levels were achieved under the corporate
component, he earned 109% of the target bonus amount under the corporate
component for fiscal 2002. He also achieved most of his target objectives under
the individual component of the Incentive Plan and earned a bonus of 88% of the
target bonus amount for this component, which resulted in a total bonus for
fiscal 2002 of $196,940, which was equal to 63% of his base salary. Mr. Parod
received no stock option awards during fiscal 2002, in view of the significant
stock option award which he received in fiscal 2000 when he joined the Company.

COMPLIANCE WITH SECTION 162(m) OF THE INTERNAL REVENUE CODE. The
current tax law imposes an annual, individual limit of $1 million on the
deductibility of the Company's compensation payments to the chief executive
officer and to the four most highly compensated executive officers other than
the chief executive officer. Specified compensation is excluded for this
purpose, including performance-based compensation, provided that certain
conditions are satisfied. The Committee has determined to preserve, to the
maximum extent practicable, the

deductibility of all compensation payments to the Company's executive officers.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. During
fiscal 2002 there were no compensation committee interlocks and no insider
participation in compensation decisions that were required to be reported under
the rules and regulations of the Securities Exchange Act of 1934.

Larry H. Cunningham, Chairman
Howard G. Buffett
William F. Welsh II
Michael N. Christodolou

REPORT OF THE AUDIT COMMITTEE

The following report of the audit committee of Lindsay Manufacturing
Co. (the "Company") shall not be deemed to be "soliciting material" or to be
"filed" with the Securities and Exchange Commission, nor shall this report be
incorporated by reference into any filing made by the Company under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended.

The Audit Committee is comprised of Michael N. Christodolou, Larry H.
Cunningham, William F. Welsh II and J. David McIntosh, each of which is an
independent director of the Company under the rules adopted by the New York
Stock Exchange. The Audit Committee operates under a written charter which is
attached as an exhibit to this Proxy Statement. The Audit Committee anticipates
amending its charter in fiscal 2003 following the adoption of new rules by the
Securities and Exchange Commission, which are required by the Sarbanes-Oxley Act
of 2002, and by the New York Stock Exchange.

The Company's management is responsible for the preparation of the
Company's financial statements and for maintaining an adequate system of
internal controls and processes for that purpose. KPMG LLP ("KPMG") acts as the
Company's independent auditors and they are responsible for conducting an
independent audit of the Company's annual financial statements in accordance
with generally accepted auditing standards and issuing a report on the results
of their audit. The Audit Committee is responsible for providing independent,
objective oversight of both of these processes.

The Audit Committee has reviewed and discussed the audited financial
statements for the year ended August 31, 2002 with management of the Company and
with representatives of KPMG. As a result of these discussions, the Audit
Committee believes that the Company maintains an effective system of accounting
controls that allow it to prepare financial statements that fairly present the
Company's financial position and results of its operations. Our discussions with
KPMG also included the matters required by Statement on Auditing Standard No. 61
(Communications with Audit Committees).

In addition, the Audit Committee reviewed the independence of KPMG. We
have discussed KPMG's independence with them and have received written
disclosures and a letter from KPMG regarding their independence as required by
Independence Standards Board Standards No. 1.

Based on the foregoing, the Audit Committee has recommended to the full
board of directors that the audited financial statements of the Company for the
year ended August 31, 2002 be included in the Company's annual report on Form
10-K to be filed with the Securities and Exchange Commission.

Michael N. Christodolou, Chairman
Larry H. Cunningham
William F. Welsh II
J. David McIntosh

STOCK PERFORMANCE GRAPH

This stock performance graph is not deemed to be "soliciting material"
or "filed" with the Securities and Exchange Commission (the "SEC") or subject to
the SEC's proxy rules or to the liabilities of Section 18 of the Securities
Exchange Act of 1934 (the "1934 Act"), and this stock performance graph shall
not be deemed to be incorporated by reference into any prior or subsequent
filing by the Company under the Securities Act of 1933 or the 1934 Act.

The following stock performance graph is a comparison of the Cumulative
Total Return on the Company's Common Stock over the five-year period ending
August 31, 2002, with the Cumulative Total Return on the S&P Smallcap 600 Index
and the S&P 600 Construction & Farm Machinery Index.

[TOTAL RETURN INDEX GRAPH OMITTED]

SOURCE: S&P COMPUSTAT BASE YEAR = 100: 8/31/97

COMPANY NAME AUG-97 AUG-98 AUG-99 AUG-00 AUG-01 AUG-02
------------ ------ ------ ------ ------ ------ ------

LINDSAY MANUFACTURING CO 100.00 77.78 66.76 71.71 74.80 86.65
S&P SMALLCAP 600 INDEX 100.00 81.71 101.48 130.08 130.79 118.32
SP600 CONST&FRM MACH&TRK (1) 100.00 51.74 51.06 36.77 36.53 39.81

(1) The Company changed its comparative industry index from the S&P Machinery
(Diversified) 500 Index last year to the S&P 600 Construction & Farm Machinery
Index this year. No comparative information is contained for the S&P Machinery
(Diversified) 500 Index because it was discontinued by Standard & Poor's.

RATIFICATION OF APPOINTMENT OF AUDITOR

KPMG LLP has been appointed by the Board of Directors as auditors for
the Company and its subsidiaries for the fiscal year ending August 31, 2003.
This appointment is being presented to the stockholders for ratification. The
ratification of the appointment of auditor requires the affirmative vote of the
holders of a majority of the shares present in person or represented by proxy at
the meeting and entitled to vote. Abstentions will have the same effect as a
vote against ratification. Broker nonvotes will not be considered shares
entitled to vote with respect to ratification of the appointment and will not be
counted as votes for or against the ratification.

On October 1, 2001, the Company's Board of Directors, upon
recommendation from the Company's Audit Committee, approved a change in the
Company's independent accountants for the year ended August 31, 2001 from
PricewaterhouseCoopers LLP to KPMG. The change was due to the closure of the
PricewaterhouseCoopers offices in Omaha and Lincoln, Nebraska. The reports of
PricewaterhouseCoopers for the fiscal years ended August 31, 2000 and 1999
contained no adverse opinion, disclaimer of opinion or qualification or
modification as to uncertainty, audit scope or accounting principles. During the
fiscal years ended August 31, 2000 and 1999, and the interim period from
September 1, 2000 through October 1, 2001, there were no disagreements between
the Company and PricewaterhouseCoopers on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of PricewaterhouseCoopers,
would have caused it to make reference to the subject matter of the disagreement
in connection with its reports on the financial statements for such years. No
reportable event as described in paragraph (a) (1) (v) of Item 304 of Regulation
S-K has occurred within the Company's fiscal years ended August 31, 2000 and
1999, or the period from September 1, 2000 through October 1, 2001.

The Company did not consult with KPMG during the fiscal years ended
August 31, 2000 and 1999, or during the interim period from September 1, 2000
through October 1, 2001, on any matter which was the subject of any disagreement
or any reportable event as defined in Regulation S-K Item 304 (a) (1) (iv) and
Regulation S-K Item 304 (a) (1) (v), respectively, or on the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's financial
statements, relating to which either a written report was provided to the
Company or oral advice was provided that KPMG concluded was an important factor
considered by the Company in reaching a decision as to the accounting, auditing,
or financial reporting issue.

AUDIT FEES

KPMG billed the Company for a total of $91,000 in fees for professional
services rendered for the audit of the Company's annual financial statements for
the fiscal year ended August 31, 2002 and for the review of the financial
statements included in the Company's Form 10-Qs filed with the SEC during that
year.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

KPMG did not perform any professional services for the Company during
the fiscal year ended August 31, 2002, either directly or indirectly, in
connection with the operation, or supervising the operation, of the Company's
information system or managing our local area network, or designing or
implementing a hardware or software system that aggregates source date
underlying the Company's financial statements or that generates information that
is significant to the Company's financial statements taken as a whole.
Accordingly, no fees were paid to KPMG during 2002 for these types of services.

ALL OTHER FEES

KPMG billed the Company for a total of $43,475 in fees for services
rendered to the Company, other than the services described above under "Audit
Fees" and "Financial Information Systems Design and Implementation Fees," for
the fiscal year ended August 31, 2002, including audit related services of
$40,875 and non-audit services of $2,600. Audit related services include due
diligence procedures on acquisitions and professional advice on accounting
literature and SEC filings.

The Audit Committee has determined that the provision of the non-audit
services listed above by KPMG LLP does not adversely affect their independence
in providing audit services.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S AUDITORS FOR THE
FISCAL YEAR ENDING AUGUST 31, 2003.

Representatives of KPMG LLP are expected to be present at the Annual
Meeting and will be provided an opportunity to make a statement and to respond
to appropriate inquiries from stockholders.

SUBMISSION OF STOCKHOLDER PROPOSALS

Stockholder proposals submitted for presentation at the Annual Meeting
must be received by the Secretary of the Company at its home office no later
than January 5, 2003. Such proposals must set forth (i) a brief description of
the business desired to be brought before the annual meeting and the reason for
conducting such business at the annual meeting, (ii) the name and address of the
stockholder proposing such business, (iii) the class and number of shares of the
Company's Common Stock beneficially owned by such stockholder and (iv) any
material interest of such stockholder in such business. Nominations for
directors may be submitted by stockholders by delivery of such nominations in
writing to the Secretary of the Company by January 5, 2003. Only stockholders of
record as of December 13, 2002 are entitled to bring business before the Annual
Meeting or make nominations for directors.

In order to be included in the Company's proxy statement and form of
proxy relating to its next annual meeting, stockholder proposals must be
submitted by August 28, 2003 to the Secretary of the Company at its principal
executive offices. The inclusion of any such proposal in such proxy material
shall be subject to the requirements of the proxy rules adopted under the
Securities Exchange Act of 1934, as amended.

OTHER MATTERS

Management does not now intend to bring before the Annual Meeting any
matters other than those disclosed in the Notice of Annual Meeting of
Stockholders, and it does not know of any business which persons, other than the
management, intend to present at the meeting. The enclosed proxy for the Annual
Meeting confers discretionary authority on the Board of Directors to vote on any
matter proposed by shareholders for consideration at the Annual Meeting if the
Company did not receive written notice of the matter on or before November 11,
2002.

The Company will bear the cost of soliciting proxies. To the extent
necessary, proxies may be solicited by directors, officers and employees of the
Company in person, by telephone or through other forms of communication, but
such persons will not receive any additional compensation for such solicitation.
The Company will reimburse brokerage firms, banks and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners of the Company's shares. In addition to
solicitation by mail, the Company will supply banks, brokers, dealers and other
custodian nominees and fiduciaries with proxy materials to enable them to send a
copy of such materials by mail to each beneficial owner of shares of the
Company's Common Stock which they hold of record and will, upon request,
reimburse them for their reasonable expenses in so doing.

The Company's Annual Report, including the Form 10-K and financial
statements filed by the Company with the Securities and Exchange Commission, is
being mailed, together with this Proxy Statement, to all stockholders entitled
to vote at the Annual Meeting. The Company has incorporated portions of its
Annual Report into this Proxy Statement as indicated herein. However, such
Annual Report is not to be considered part of this proxy solicitation material.

By Order of the Board of Directors

/s/ Bruce C. Karsk
------------------------------

Bruce C. Karsk, Secretary

Omaha, Nebraska
December 20, 2002

EXHIBIT A

LINDSAY MANUFACTURING CO.

AUDIT COMMITTEE CHARTER

The Audit Committee of Lindsay Manufacturing Co. shall be appointed by
the Board of Directors annually and shall consist solely of three or more
independent Directors, one of whom shall be appointed by the Board as the
Chairman of the Committee. Directors shall be considered independent if they
have no relationship to the Company that may interfere with the exercise of
their independence from management and the Company. All members of the Committee
shall have a working familiarity with basic finance and accounting practices,
and at least one member of the Committee shall have accounting or related
financial management expertise. To effectively perform his role, each Committee
member will obtain an understanding of the detailed responsibilities of
Committee membership as well as the Company's business operations and risks.

The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing: the
financial reports and other financial information provided by the Company to any
governmental body or the public; the Company's systems of internal controls
regarding finance, accounting, legal compliance and ethics that management and
the Board have established; and the Company's auditing, accounting and financial
processes generally. The Audit Committee shall have access to all records of the
Company, shall perform the following functions, and shall have and may exercise
such powers as are appropriate for the performance thereof:

A. Financial Practices:

1. a. Review and discuss with management the Company's Annual Report
and the related Form 10-K including the financial statements
therein, prior to their release to the public or filing with
the SEC.

b. Review and discuss with management the Company's quarterly
financial results and financial statements prior to their
release to the public.

2. The Committee Chairman will review press releases submitted by
management in connection with the release of quarterly,
annual, or special financial statements. In respect thereto to
the Committee Chairman will recommend to the Chairman of the
Board and Chief Financial Officer any changes which appear
necessary to conform releases to appropriate disclosure
practice.

3. Study the format and timeliness of financial reports presented
to the public or used internally and, when appropriate,
recommend changes after consideration by the outside auditor
and management.

4. Periodically, at least annually, request that management or
the Company's counsel provide a review of legal and
environmental matters that may have a significant impact on
the Company or its financial reports.

5. Meet with the Company's Chief Financial Officer to review
safety, insurance, permissible investments, and other risk
management issues that may have a significant impact on the
Company or its financial reports.

6. Examine whether management has been diligent and prudent in
establishing accounting provisions for probable losses or
doubtful values and in making appropriate disclosures of
significant financial conditions or events.

B. Outside Auditor:

The outside auditor is ultimately accountable to the Company's Board of
Directors and Audit Committee who, as representatives of the
shareholders, have the ultimate authority and responsibility to select,
evaluate, and, where appropriate, replace the outside auditor.

1. Review the management's recommendation on the outside auditor
to be selected each year and make final proposal to the Board
of Directors in respect to such appointment.

2. In conjunction with the Chief Financial Officer and the
Corporate Controller, review the general scope of the annual
audit, approve the extent and nature of such activity, and
agree upon the general level of the related fees.

3. Obtain from the outside auditor each year a formal written
statement detailing all relationships between the auditor and
the Company, and addressing whether the auditor is
"independent" within applicable rules, as required by
Independence Standards Board Standard No. 1, and discuss with
the auditors their independence.

4. Discuss with the outside auditor the matters required to be
discussed by Statement on Auditing Standards No. 61.

5. Approve in advance, any single non-audit assignments in which
the fees are expected to exceed $50,000.

6. Consider any significant non-audit assignments given to the
outside auditor and judge their impact upon the general
independence of the audit firm as it performs the annual
audit.

7. Maintain an independent contact with the senior personnel of
the outside auditor and communicate freely and openly with
them in respect to the financial developments. Meet
periodically, at least annually, with the outside auditor
without any company officers or employees present.

C. Internal Audit Function:

1. While the Company does not have a separately staffed Internal
Audit Department, certain activities performed by the
financial executives within the Company are deemed to be
similar to internal audit functions. Review periodically with
the outside auditor and the Chief Financial Officer and the
Corporate Controller the scope and implications of the
Company's internal audit-like activities and consider their
adequacy.

2. Maintain direct access to the Chief Financial Officer and the
individuals who report to him. If deemed useful, require that
special studies be initiated on subjects of special interest
to the Audit Committee.

3. Support the direct interface of the Chief Financial Officer
and the Corporate Controller with members of the Audit
Committee.

D. Internal Control:

1. Understand the system of internal control used by the Company.
By means of special reports from financial management, make
periodic reviews of significant aspects of the system.

2. Review the comments on internal control submitted by the
outside auditor and insure that appropriate suggestions for
improvement are promptly addressed and incorporated into
operating practices.

3. Review the principal accounting practices as described in the
footnotes to the Company's financial statements, as well as
the financial and operating policies as contained in the
Company's "Policy

Manual." Obtain assurances from financial management and the Chief
Financial Officer that such practices and policies are being followed.

4. At least annually, examine a detailed report of the expenses
and perquisites of the officers of the Company and of the
Board members and report to the Board of Directors on their
appropriateness.

E. Financial Reporting Processes:

1. In consultation with the outside auditor and the Chief
Financial Officer review the integrity of the organization's
financial reporting processes, both internal and external.

2. Consider the outside auditor's judgments about the quality and
appropriateness of the Company's accounting principles as
applied in its financial reporting.

3. Consider and approve, if appropriate, major changes to the
Company's auditing and accounting principles and practices as
suggested by the outside auditor, management or the Chief
Financial Officer.

F. Financial Staff:

1. Review the professionalism and competence of the principal
financial executives and consider their present and future
abilities to represent the Company's interests.

2. Consider the general adequacy of the financial staffing and
its compensation and when needed discuss such matters with the
Chief Executive Officer.

G. Special Duties:

1. Upon request, assist management by appearing before
investment, professional, or regulatory bodies in matters
dealing with financial statements, internal control, tax
treatments, or the accounting policies employed in relation
thereto.

2. Upon request from the Chairman of the Board, Chief Financial
Officer or Corporate Controller, make special studies of
matters related to the financial operations of the Company or
to allegations of managerial misconduct by its executives.

3. In conjunction with the Company's Counsel, review the
compliance of executives with the Company's "Business Conduct
Policy".

4. Work with the Board and management, as requested, on
considerations related to the Board's dividend policy.

5. Review its Audit Committee Charter annually, and amend it as
appropriate.

6. Confirm annually, by a review of Audit Committee member
responses to the Company's annual Directors and Officers
Questionnaires, that the Audit Committee as a whole and that
Audit Committee members individually meet the requirements of
Section 303 of the New York Stock Exchange Listed Company
Manual as related to the composition/expertise requirements
and the independence requirements of Audit Committee members.

7. As per SEC Item 306 of Regulation S-K and S-B and Item 7(e)(3)
of Schedule 14A, provide a report for inclusion in the
Company's proxy statement that informs stockholders of the
Audit Committee's oversight with respect to financial
reporting and underscores the importance of the Audit
Committee's role.

8. As per SEC Item 7(e)(3) of Schedule 14A, provide disclosure in
the Company's proxy statement that the Audit Committee has a
written Charter and include a copy of the Charter as an
appendix to

the proxy statement at least once every three years.

Meetings of the Audit Committee will be held quarterly prior to the
release of corporate earnings reports and at such other times as shall be
required by the Chairman of the Board or the Chairman of the Committee. Two or
more committee members shall constitute a quorum.

At the initiation of the Chairman of the Committee, the meetings shall
be attended by the Chief Executive Officer, the Chief Financial Officer, the
Corporate Controller, the representatives of the outside auditor, and such other
persons as are appropriate to the matters under consideration.

At least annually, or upon request of the Chairman of the Committee,
the Audit Committee will meet in "executive session" with the outside auditor
and with the Chief Financial Officer or Corporate Controller to consider all
circumstances related to the audit and financial process. At least annually, the
Audit Committee shall also meet with the outside auditor without any company
officers or employees present.

Written minutes pertaining to each meeting shall be filed with the
Chairman of the Board by the Chairman of the Committee and an oral report shall
be presented by the Chairman of the Committee at Board meetings, as appropriate.

LINDSAY MANUFACTURING CO.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF LINDSAY
MANUFACTURING CO. FOR USE ONLY AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
ON JANUARY 21, 2003 AND AT ANY ADJOURNMENT THEREOF.

The undersigned hereby authorizes the Board of Directors of Lindsay
Manufacturing Co. (the "Company"), or any successors in their respective
positions, as proxy, with full powers of substitution, to represent the
undersigned at the Annual Meeting of Stockholders of the Company to be held at
the Embassy Suites Hotel, 555 South 10th Street, Omaha, Nebraska, on Tuesday,
January 21, 2003, at 8:30 a.m., Central Standard Time, and at any adjournment of
said meeting, and thereat to act with respect to all votes that the undersigned
would be entitled to cast, if then personally present, in accordance with the
instructions below and on the reverse hereof.

This proxy is revocable and the undersigned may revoke it at any time
prior to the Annual Meeting by giving written notice of such revocation to the
Secretary of the Company. Should the undersigned be present and want to vote in
person at the Annual Meeting or at any adjournment thereof, the undersigned may
revoke this proxy by giving written notice of such revocation to the Secretary
of the Company on a form provided at the meeting. The undersigned hereby
acknowledges receipt of a Notice of Annual Meeting of Stockholders of the
Company called for January 21, 2003 and the Proxy Statement for the Annual
Meeting prior to the signing of this proxy.

(continued and to be signed on the reverse hereof)

\/ Please detach here \/
--------------------------------------------------------------------------------

1. ELECTION OF DIRECTORS: 01. Larry H. Cunningham - term to expire in 2006 [ ] FOR all nominees [ ] WITHHOLD
02. Richard W. Parod - term expire in 2006 listed at left (except to vote for all nominees
03. Michael C. Nahl - term to expire in 2004 as marked) listed at left

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE, -------------------------------------------------------
WRITE THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.)
-------------------------------------------------------

2. AUDITORS. Ratification of the appointment of KPMG LLP as [ ] For [ ] Against [ ] Abstain
independent auditors for the fiscal year ending August 31, 2003.

3. To vote, in its discretion, upon any other business that may properly come before the Annual Meeting or any adjournment thereof
which management did not have written notice of on November 11, 2002.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE Date
MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF -----------------------------------------------
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION
OF THE BOARD OF DIRECTORS' NOMINEES FOR DIRECTOR AND FOR -------------------------------------------------------
THE RATIFICATION OF THE APPOINTMENT OF AUDITORS.

Address Change? Mark Box [ ] Indicate changes below:
-------------------------------------------------------

Signature(s) in Box

Please sign exactly as name appears on this proxy. When
shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator,
trustee or guardian, please give your full title. If
a corporation, please sign in full corporate name by
authorized officer. If a partnership, please sign in
partnership name by authorized person.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.