UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14A

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

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Commission Only (as permitted
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[X] Definitive Proxy Statement
[_] Definitive Additional Materials

Vascular Solutions, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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[LOGO] VASCULAR
SOLUTIONS

Dear Fellow Shareholder:

You are cordially invited to attend the 2003 annual meeting of
shareholders of Vascular Solutions, Inc., which will be held at the Minneapolis
Club, 729 Second Avenue South (the corner of Second Avenue and Eighth Street in
downtown Minneapolis, Minnesota) beginning at 3:30 p.m. on Tuesday, April 15,
2003.

This booklet contains your official notice of the 2003 annual meeting
of shareholders and a proxy statement that includes information about matters to
be acted upon at the annual meeting. Officers and Directors of Vascular
Solutions, Inc. will be on hand to review the company's operations and to answer
questions and discuss matters that may properly arise.

Whether or not you plan to attend the annual meeting, please complete,
sign, date and mail the enclosed proxy card promptly. If you attend the annual
meeting, you may revoke your proxy and vote in person if you wish, even if you
have previously returned your proxy card.

I sincerely hope that you will be able to attend our annual meeting to
review the past year and our future plans.

Sincerely,

/s/ Howard C. Root

Howard C. Root
Chief Executive Officer

VASCULAR SOLUTIONS, INC.
6464 SYCAMORE COURT
MINNEAPOLIS, MINNESOTA 55369

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 15, 2003

The 2003 annual meeting of the shareholders of Vascular Solutions,
Inc., a Minnesota corporation, will be held at the Minneapolis Club, 729 Second
Avenue South, Minneapolis, Minnesota, beginning at 3:30 p.m. on Tuesday, April
15, 2003 for the following purposes:

1. To elect seven directors to serve on the Board of Directors
for a term of one year and until their successors are duly
elected and qualified.

2. To ratify the appointment of Ernst & Young LLP as Vascular
Solutions, Inc.'s independent auditor for 2003.

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

The Board of Directors recommends that an affirmative vote be cast in
favor of all nominees and for ratification of the independent auditor.

Only holders of record of common stock at the close of business on
February 19, 2003 will be entitled to notice of and to vote at the annual
meeting or any adjournment thereof.

It is important that your shares of common stock be represented at the
annual meeting. You are urged to complete, sign and date the accompanying proxy
card, which is solicited by the Board of Directors of Vascular Solutions, and
mail it promptly in the enclosed envelope. Your proxy will not be used if you
attend and vote at the annual meeting in person.

By order of the Board
of Directors

/s/ Michael Nagel

Michael Nagel
Secretary

March 25, 2003

IMPORTANT: PLEASE RETURN EACH PROXY CARD SENT TO YOU.

PROXY STATEMENT

This proxy statement is provided in connection with the 2003 annual
meeting of shareholders of Vascular Solutions, Inc. and any adjournment or
postponement of the meeting. The accompanying proxy is solicited by the Board of
Directors of Vascular Solutions. This proxy statement is dated March 25, 2003.
This proxy statement, the accompanying form of proxy and Vascular Solutions'
annual report are first being sent or given to shareholders beginning on or
about March 25, 2003.

RECORD DATE; SHAREHOLDERS ENTITLED TO VOTE; QUORUM

Holders of record of the shares of Vascular Solutions common stock at
the close of business on February 19, 2003, will be entitled to vote on all
matters at the annual meeting. Each share of common stock will be entitled to
one vote. On February 19, 2003, a total of 12,850,239 shares of common stock
were outstanding. A majority of the voting power of the outstanding shares of
common stock entitled to vote, represented in person or by proxy, will be
required to constitute a quorum for the annual meeting.

VOTING YOUR SHARES

The Vascular Solutions Board of Directors is soliciting proxies from
the Vascular Solutions shareholders. By completing and returning the
accompanying proxy, you will be authorizing Howard Root and Michael Nagel to
vote your shares. If your proxy is properly signed and dated it will be voted as
you direct. If you attend the annual meeting in person, you may vote your shares
by completing a ballot at the meeting.

CHANGING YOUR VOTE BY REVOKING YOUR PROXY

Your proxy may be revoked at any time before it is voted at the annual
meeting by giving notice of revocation to Vascular Solutions, in writing, by
execution of a later dated proxy or by attending and voting at the annual
meeting.

HOW PROXIES ARE COUNTED

If you return a signed and dated proxy card but do not indicate how the
shares are to be voted, those shares will be voted FOR each of the nominees and
the listed proposals. Votes cast by proxy or in person at the annual meeting
will be tabulated by the election inspectors appointed for the annual meeting.

Shares voted as abstentions on any matter (or a "withhold vote for" as
to directors) will be counted for purposes of determining the presence of a
quorum at the annual meeting and treated as unvoted, although present and
entitled to vote, for purposes of determining the approval of each matter as to
which a shareholder has abstained. If a broker submits a proxy that indicates
the broker does not have discretionary authority as to certain shares to vote on
one or more matters, those shares will be counted for purposes of determining
the presence of a quorum at the meeting, but will not be considered as present
and entitled to vote with respect to such matters.

The Board of Directors knows of no other matters to be presented for
action at the annual meeting other than those set forth herein. If any other
matters properly come before the annual meeting, however, the persons named in
the proxy will vote on such other matters and/or for other nominees in
accordance with their best judgment. This includes a motion to adjourn or
postpone the annual meeting to solicit additional proxies.

COST OF SOLICITATION

All expenses in connection with this solicitation will be paid by
Vascular Solutions. Officers, Directors and regular employees of Vascular
Solutions, who will receive no extra compensation for their services, may
solicit proxies by telephone or electronic transmission.

PROPOSAL 1:
ELECTION OF DIRECTORS

Seven Directors have been nominated for election to our Board of
Directors at the 2003 annual meeting of shareholders to hold office for a term
of one year and until their successors are duly elected and qualified (except in
the case of earlier death, resignation or removal). In the unlikely event that
the nominees are not candidates for election at the annual meeting, the persons
named as proxies will vote for such other persons as the Board of Directors or
proxies may designate.

Information regarding the nominees to the Board of Directors is set
forth below.

GARY DORFMAN, M.D., age 51, joined our Board of Directors in October
2002. Dr. Dorfman has been the President and Chief Medical Officer of Health
Care Value Systems, Inc., a medical practice consulting firm, since 1996 and is
Professor Emeritus of Diagnostic Radiology at Brown University School of
Medicine. Previously, Dr. Dorfman was Medical Director, Office of Clinical
Management at Rhode Island Hospital. Dr. Dorfman is a Fellow of the American
College of Radiology and a past President of the Society of Cardiovascular and
Interventional Radiology.

JOHN ERB, age 54, joined our Board of Directors in October 2002. Mr.
Erb has over 25 years experience in the medical device industry. Since 2001, Mr.
Erb has served as the Chief Executive Officer of CHF Solutions, a medical device
company involved in the treatment of congestive heart failure. From 1997 through
2001, Mr. Erb was President and Chief Executive Officer of IntraTherapeutics,
Inc., a medical device company involved in the development, manufacturing and
distribution of peripheral stents. IntraTherapeutics was acquired by Sulzer
Medica for $145 million in 2001. Previously, Mr. Erb was Vice President of
Worldwide Operations for Schneider Worldwide, a division of Pfizer, Inc. Mr. Erb
serves as a director of CryoCath Technologies, as well as several private
companies.

JAMES JACOBY, JR., age 40, has served on our Board of Directors in
February 1999. Mr. Jacoby has been a Managing Director of the Health Care and
Life Sciences Group of the Corporate Finance Department of Stephens Inc., an
Arkansas-based investment banking firm, since December 1999 and previously was
Vice President, Corporate Finance Department of Stephens Inc. since 1994.

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From 1990 through 1994, Mr. Jacoby was Vice President, Mergers and Acquisitions
Department of Chemical Banking Corporation in New York and London.

MICHAEL KOPP, age 46, has served on our Board of Directors since
November 2000. Mr. Kopp has over twenty years experience in the medical device
industry. He has been a private investor and industry consultant since September
1999. From April 1995 to August 1999 Mr. Kopp was President and CEO of IsoStent,
Inc., which was acquired by Johnson and Johnson. From January 1994 to March 1995
Mr. Kopp was President and CEO of Devices for Vascular Intervention, Inc., which
was acquired by Eli Lilly and Company. He has served as a director of Prolifix,
Inc. since October 1996 and also has served as a director of Spiration, Inc.
since October 1999.

RICHARD NIGON, age 55, has been a member of our Board of Directors
since November 2000. Mr. Nigon has been Director of Equity Corporate Finance for
Miller Johnson Steichen Kinnard since February 2001. From February 2000 to
February 2001, Mr. Nigon served as the Chief Financial Officer of Dantis, Inc.,
a web hosting company. Prior to joining Dantis, Mr. Nigon was employed by Ernst
& Young since 1970, serving as a partner since 1981. While at Ernst & Young, Mr.
Nigon served as the Director of Ernst & Young's Twin Cities Entrepreneurial
Services Group and was the coordinating partner on several publicly-traded
companies in the consumer retailing and manufacturing industries. Mr. Nigon
serves as a director of Compex Technologies, Inc. as well as several private
companies.

PAUL O'CONNELL, age 50, joined our Board of Directors in January 2002.
Mr. O'Connell has been Vice President of the Vascular Interventional Products
Group of B. Braun Medical, an international medical device company, since July
2001. From 1999 through 2001, Mr. O'Connell provided marketing and technical
support consulting services to medical device companies. Mr. O'Connell was the
owner of Sablier, a medical device company, from 1998 through 1999 where he
developed new technologies for the treatment of thromboembolic diseases and for
distal protection during carotid endartorectomy. From 1993 through 1998, Mr.
O'Connell was Vice-President and General Manager of the Vena Tech division of B.
Braun Medical, a medical device business he originally co-founded in 1988 and
sold to B. Braun Medical in 1993.

HOWARD ROOT, age 42, has served as our Chief Executive Officer and a
director since he co-founded Vascular Solutions in February 1997. From 1990 to
1995, Mr. Root was employed by ATS Medical, Inc., a mechanical heart valve
company, most recently as Vice President and General Counsel. Prior to joining
ATS Medical, Mr. Root practiced corporate law, specializing in representing
emerging growth companies, at the law firm of Dorsey & Whitney LLP for over five
years.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE
NOMINEES.

The affirmative vote of a majority of the shares of Vascular Solutions
common stock present and entitled to vote at the 2003 annual meeting of
shareholders is necessary to elect each nominee. Proxies will be voted in favor
of the nominees unless otherwise specified.

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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

During 2002, the Board of Directors held five meetings. Each director
holding office during the year attended at least 75% of the total number of
meetings of the Board of Directors (held during the period for which they were a
Director) and committees of the board on which they served. The Board of
Directors has an Audit Committee and a Compensation Committee, which are
described below. The Board of Directors does not have a Nominating Committee.

The Board of Directors has an Audit Committee composed of Mr. Jacoby,
Mr. Erb and Mr. Nigon. The Audit Committee's responsibilities include
facilitating our relationship with independent auditors; reviewing and assessing
the performance of our accounting and finance personnel; communicating to our
Board of Directors the results of work performed by and issues raised by our
independent auditors and legal counsel; and evaluating our management of assets
and reviewing policies relating to asset management. The Audit Committee held
four meetings during 2002.

The Board of Directors has a Compensation Committee composed of Mr.
Kopp, Mr. Jacoby and, Mr. O'Connell. The Compensation Committee's
responsibilities include establishing salaries, incentives, and other forms of
compensation for our directors and officers; administering our incentive
compensation and benefits plans; and recommending policies relating to such
incentive compensation and benefits plans. The Compensation Committee held one
formal meeting during 2002.

DIRECTOR COMPENSATION

During 2002, we did not pay any compensation to directors for serving
in that capacity, but we reimbursed directors for out-of-pocket expenses
incurred in attending board meetings. Effective January 1, 2003, we adopted the
policy to pay non-employee directors $1,500 for each meeting attended in person,
and $500 for each meeting attended by telephone. In addition, we adopted the
policy to pay non-employee committee members an additional $500 for each meeting
attended in person or by telephone. Each non-employee director also receives an
option to purchase 10,000 shares of our common stock on the date of his or her
election to our Board of Directors and the date of each re-election thereafter
with an exercise price equal to fair market value on such date.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee of our Board of Directors is composed of the
following non-employee directors: Mr. Jacoby, Mr. Erb, and Mr. Nigon. Mr. Nigon
currently serves as the Chairman of the Audit Committee. All of the members of
the Audit Committee are independent for purposes of the Nasdaq listing
requirements. The Audit Committee operates under a written charter adopted by
the Board of Directors, a copy of which is attached to this Proxy Statement as
Exhibit A. The Audit Committee recommends to the Board of Directors, and submits
for shareholder ratification, the appointment of our independent auditor Ernst &
Young LLP.

Management is responsible for Vascular Solutions' internal controls and
the financial reporting process. Our independent auditor is responsible for
performing an independent audit of our consolidated financial statements in
accordance with generally accepted auditing standards and to issue

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a report on our financial statements. The Audit Committee's responsibility is to
monitor and oversee these processes.

In this context, the Audit Committee has met and held discussions with
management and the independent auditor. Management represented to the Audit
Committee that Vascular Solutions' consolidated financial statements were
prepared in accordance with generally accepted accounting principles, and the
Audit Committee has reviewed and discussed the consolidated financial statements
with management and the independent auditor. The Audit Committee discussed with
the independent auditor matters required to be discussed by Statement on
Auditing Standards No. 61 (Communications with Audit Committees).

Our independent auditor also provided to the Audit Committee the
written disclosure required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and the Audit Committee
discussed with the independent auditor the auditing firm's independence. The
Committee also considered whether non-audit services provided by the independent
auditor during the last fiscal year were compatible with maintaining the
independent auditor's independence.

Based upon the Audit Committee's discussion with management and the
independent auditor and the Audit Committee's review of the representation of
management and the report of the independent auditor to the Audit Committee, the
Audit Committee recommended to the Board of Directors that the audited
consolidated financial statements be included in Vascular Solutions' Annual
report on Form 10-K for the fiscal year ended December 31, 2002 filed with the
Securities and Exchange Commission.

Members of the Audit Committee

Richard Nigon, Chairman
John Erb
James Jacoby, Jr.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of our Board of Directors is composed of the
following non-employee directors: Mr. Kopp, Mr. Jacoby and, Mr. O'Connell. Mr.
Kopp currently serves as Chairman of the Compensation Committee. The
Compensation Committee advises the Chief Executive Officer and the Board of
Directors on matters of compensation philosophy and recommends salaries,
incentives and other forms of compensation for our officers and other key
employees. The Compensation Committee has reviewed and is in accord with the
compensation paid to executive officers in 2002.

GENERAL COMPENSATION POLICY

We are committed to attracting, hiring and retaining an experienced
management team that can successfully manufacture and sell our existing medical
devices and develop new products. The

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fundamental policy of the Compensation Committee is to provide our executive
officers with competitive compensation opportunities based upon their
contribution to our development and financial success and long-term shareholder
interest, as well as the officers' personal performance. It is the Compensation
Committee's objective to have a portion of each executive officer's compensation
contingent upon overall company performance as well as upon such executive
officer's own level of performance. Accordingly, the compensation package for
each executive officer is comprised of three elements: (i) base salary which
reflects individual performance and is designed primarily to be competitive with
salary levels in the industry; (ii) bonus payments contingent upon specific
corporate and individual milestones; and (iii) long-term stock-based incentive
awards which strengthen the mutuality of interests between the executive
officers and our shareholders.

BASE SALARY

The base salary is established as a result of the Compensation
Committee's analysis of each executive officer's individual performance during
the prior year, our overall performance during the prior year and historical
compensation levels within the executive officer group. The Compensation
Committee believes executive salaries must be sufficient to attract and retain
key individuals. Salaries are also based on experience level and are intended to
be competitive with salaries paid to comparable executives in similar positions
at other medical device companies of comparable size.

BONUS AWARDS FOR 2002

Bonus awards are provided under a Management Incentive Compensation
Plan. At the beginning of each year certain performance objectives, including
corporate, department and personal goals, are set. At the end of the year
management personnel that are eligible for bonus awards have their performance
measured against these goals. Based upon progress toward meeting these goals,
bonus awards are paid. In December 2002, the Compensation Committee approved
bonuses for executive officers and certain other employees for recognition of
accomplished objectives during 2002.

LONG-TERM INCENTIVE COMPENSATION

Long-term incentives are provided through the grant of stock options.
The grants are designed to align the interest of each executive officer with
those of our shareholders and provide each individual with an incentive to
manage our business from the perspective of an owner with an equity stake in the
business. In general, we view option grants as incentives for future performance
and not as compensation for past accomplishments. Executive officers are granted
a stock option at the time they commence service and are eligible for annual
grants thereafter. In determining the number of shares subject to stock option
grants, the Committee takes into consideration the job responsibilities,
experience and contributions of the individual as well as the recommendations of
the Chief Executive Officer. The options vest over a period of several years and
are generally not exercisable for at least one year after the date of grant.
Each option grant allows the individual to acquire shares of our Common Stock at
a fixed price per share over a ten-year period of time. Executive officers
receive gains from stock options only to the extent that the fair market value
of the stock has increased since the date of the option grant.

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CEO COMPENSATION

The Compensation Committee's determination of our Chief Executive
Officer's salary, bonus and stock option grants follows the policies set forth
above for all executive compensation. The Committee seeks to establish a level
of base salary competitive with that paid by companies within the industry which
are of comparable size, and a bonus contingent upon specific corporate
objectives. In addition, a significant percentage of the total compensation
package is contingent upon Vascular Solutions' performance and stock price
appreciation.

During 2002, Mr. Root, the Company's Chief Executive Officer, was paid
a base salary of $210,000. In addition, a bonus of $30,000 was paid in January
2003 based upon the accomplishment of specific milestones in 2002. Those
milestones included: development of substantial new products for the Company's
future growth, reduction in the Company's operating loss and acquisition of the
Acolysis(R) business. The bonus award reflected the Compensation Committee's
judgment as to Mr. Root's individual performance and the overall performance of
Vascular Solutions. Mr. Root did not receive a stock option grant during 2002.
The Committee believes that stock options granted to Mr. Root to date provide a
significant and appropriate tie between overall compensation and the company's
performance over the long term.

STOCK OPTION EXCHANGE OFFER

On July 16, 2002, the Board of Directors approved an option exchange
program pursuant to which certain employees (excluding the Chief Executive
Officer and Directors) could voluntarily exchange for cancellation outstanding
stock options with an exercise price equal to or above $3.00 per share. The
Option Plan is intended to provide retention and performance incentives for
employees. The Board of Directors, including members of the Compensation
Committee serving at that time, determined that the vast majority of the options
outstanding under the Option Plan, whether or not they were then currently
exercisable, had exercise prices that were significantly higher than the then
current market price of the Common Stock. The Board recognized that the options
were unlikely to be exercised in the foreseeable future and determined that the
Company should provide its employees with the benefit of owning options that
over time may have a greater potential to increase in value, create better
retention and performance incentives for those individuals and thereby maximize
stockholder value. Accordingly, the Board authorized the Company to tender an
offer to exchange outstanding options with an exercise price equal to or above
$3.00 per share for new options that were designed to (1) have an exercise price
equal to the fair market value of the Common Stock on the date that the Company
granted new options and (2) retain the same vesting schedule as the cancelled
options. However, in order to assure that the option exchange program served its
primary purposes of assuring the continued service of employees and helping to
create stockholder value, several limitations were imposed. No participant was
eligible to receive a replacement option for his or her cancelled option unless
that individual continued in the Company's employment until the grant date of
the replacement option. Also, the program was designed to comply with FASB
Interpretation No. 44 for fixed plan accounting. The Board believed that the
program struck an appropriate balance between the interests of the Company's
employees and those of the shareholders.

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COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(m)

As a result of Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code"), which was enacted into law in 1993, we will not be allowed
a federal income tax deduction for compensation paid to certain executive
officers to the extent that compensation exceeds $1 million per officer in any
one year. This limitation will apply to all compensation paid to the covered
executive officers which is not considered to be performance based. Compensation
which does qualify as performance-based compensation will not have to be taken
into account for purposes of this limitation. The Committee believes that
options granted under the Vascular Solutions Stock Option Plan will meet the
requirements for qualifying as performance-based.

Section 162(m) of the Code did not affect the deductibility of
compensation paid to our executive officers in 2001 and is not anticipated to
affect the deductibility of such compensation expected to be paid in the
foreseeable future. The Committee will continue to monitor this matter and may
propose additional changes to the executive compensation program if warranted.

Members of the Compensation
Committee

Michael Kopp, Chairman
James Jacoby, Jr.
Paul O'Connell

EMPLOYMENT AGREEMENTS

We have entered into employment agreements with each of our executive
officers. The employment agreements provide for employment "at will" which may
be terminated by either party for any reason upon ten working days' prior
written notice. The base salary and any discretionary bonus for each of the
executive officers is determined by the compensation committee of our Board of
Directors. During the term of his or her employment agreement and for a period
of one year after its termination, each executive officer is prohibited from
competing with us in the vascular sealing device field.

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EXECUTIVE COMPENSATION AND OTHER INFORMATION

The following table sets forth all compensation awarded to, earned by
or paid for services rendered to us in all capacities during each of the last
three fiscal years by our Chief Executive Officer and the four other most highly
compensated executive officers whose salary and bonus earned in 2002 exceeded
$100,000.

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
----------
ANNUAL COMPENSATION SECURITIES
NAME AND PRINCIPAL ------------------------------------ UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS OPTIONS(1) COMPENSATION(2)
- ------------------------ ---------- ---------- ---------- ---------- ----------

Howard Root............. 2002 $ 210,000 $ 30,000 - $ 2,984
Chief Executive Officer 2001 200,000 15,000 50,000 2,586
2000 170,000 34,000 - 2,559

Michael Nagel........... 2002 200,000 25,000 - 8,310
Vice President of Sales 2001 175,000 10,938 40,000 7,312
and Marketing and 2000 150,000 30,000 - 6,904
Secretary

James Quackenbush....... 2002 150,000 15,000 - 8,498
Vice President of 2001 135,000 16,875 15,000 7,533
Manufacturing 2000 125,000 25,000 - 6,188

Deborah Jensen.......... 2002 150,000 20,000 - 4,964
Vice President of 2001 137,500 48,594 32,500 7,509
Regulatory Affairs, 2000 22,917 10,000 - 852
Quality Systems &
Clinical Research(3)

- ----------------
(1) Represents options granted pursuant to our Stock Option and Stock Award
Plan.
(2) Represents premiums we pay for health insurance benefits and matching
contributions to our 401(k) plan.
(3) Ms. Jensen joined us as Vice President of Regulatory Affairs, Quality
Systems and Clinical Research in October 2000. Ms. Jensens' 2001 bonus
includes deferred payment of a signing bonus.

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The following table sets forth information concerning the exercise of
options during 2002 and unexercised options held as of December 31, 2002 by each
of the executive officers named in the Summary Compensation Table.

AGGREGATED OPTION EXERCISES IN 2002 AND YEAR-END OPTION VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT DECEMBER 31, 2002 AS OF DECEMBER 31, 2002(1)
ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------- ---------- ---------- ---------- ---------- ---------- ----------

Howard Root ........... - $- 173,711 92,500 $- -

Michael Nagel ......... - - 51,000 14,000 - -

James Quackenbush ..... - - 1,500 3,500 - -

Deborah Jensen ........ - - 2,250 5,250 - -

- ---------------

(1) "Value" has been determined based on the difference between the last
sale price of Vascular Solutions' common stock as reported by the
Nasdaq National Market System on December 31, 2002 ($1.01) and the per
share option exercise price, multiplied by the number of shares subject
to the in-the-money options.

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EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information about our common stock that
may be issued upon exercise of options, warrants and rights under all of our
equity compensation plans as of December 31, 2002, including the Stock Option
and Stock Award Plan, and the Employee Stock Purchase Plan. Our Stockholders
have approved all of these plans.

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

Equity
compensation plans
approved by
stockholders........ 900,921 $ 3.94 1,670,748

Equity
compensation plans
not approved by
stockholders........ None None None

TOTAL............... 900,921 $ 3.94 1,670,748

During 2002, the Company did not grant any stock options under our
Stock Option and Stock Award Plan to any of the executive officers named in the
Summary Compensation Table.

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OPTION EXCHANGE OFFER

TEN-YEAR OPTION REPRICINGS

MARKET LENGTH OF
SECURITIES PRICE OF EXERCISE ORIGINAL
UNDERLYING STOCK AT PRICE AT OPTION TERM
NUMBER OF TIME OF TIME OF REMAINING AT
OPTIONS/SARS REPRICING REPRICING NEW DATE OF
REPRICED OR OR OR EXERCISE REPRICING OR
DATE AMENDED AMENDMENT AMENDMENT PRICE AMENDMENT
- -------------------------- ----------- -------------- ------------ ------------ -------------------------

Howard Root.............. N/A 0 N/A N/A N/A N/A
Chief Executive Officer

Michael Nagel............ 2/18/03 10,000 $0.84 $3.00 $0.84 65 months
Vice President of Sales 2/18/03 25,000 0.84 3.25 0.84 74 months
and Marketing and 2/18/03 15,000 0.84 6.00 0.84 82 months
Secretary 2/18/03 20,000 0.84 6.00 0.84 82 months
2/18/03 20,000 0.84 7.31 0.84 95 months

James Quackenbush........ 2/18/03 27,500 $0.84 $3.25 $0.84 72 months
Vice President of 2/18/03 2,500 0.84 3.25 0.84 74 months
Manufacturing 2/18/03 10,000 0.84 6.00 0.84 82 months
2/18/03 10,000 0.84 7.31 0.84 95 months

Deborah Jensen........... 2/18/03 25,000 $0.84 $7.31 $0.84 95 months
Vice President of
Regulatory Affairs,
Quality Systems &
Clinical Research(3)

-12-

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the
beneficial ownership of our common stock as of February 19, 2003 by each person,
or group of affiliated persons, who is known by us to own beneficially more than
5% of our common stock, each of our directors and nominees for director, each of
our executive officers named in the Summary Compensation Table above and all of
our directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the
SEC. In computing the number of shares beneficially owned by a person and the
percentage ownership of that person, shares of common stock under options held
by that person that are currently exercisable or exercisable within 60 days of
February 19, 2003 are considered outstanding. These shares, however, are not
considered outstanding when computing the percentage ownership of each other
person. The number of shares subject to options that each beneficial owner has
the right to acquire within 60 days of February 19, 2003 are also listed
separately under the column entitled "Number of Shares Underlying Options
Beneficially Owned."

Except as indicated in the footnotes to this table, each shareholder
named in the table has sole voting and investment power for the shares shown as
beneficially owned by them. Percentage of ownership is based on 12,850,239
shares of common stock outstanding on February 19, 2003.

NUMBER OF
SHARES
NUMBER OF UNDERLYING
SHARES OPTIONS PERCENT OF
BENEFICIALLY BENEFICIALLY SHARES
NAME OWNED OWNED OUTSTANDING
- ---- ------------ ------------ -----------

Entities affiliated with Stephens, Inc.(1)..... 2,477,197 30,000 19.3%
James Jacoby, Jr.(1)........................ 2,477,197 30,000 19.3
Heartland Advisors, Inc.(2) ................... 871,700 - 6.8
Howard Root.................................... 483,000 192,211 3.8
Richard Nigon(3)............................... 25,500 20,000 *
Michael Kopp................................... 20,000 20,000 *
Paul O'Connel.................................. 10,000 10,000 *
Gary Dorfman................................... 10,000 10,000 *
John Erb....................................... 10,000 10,000 *
Michael Nagel(4)............................... 181,265 108,700 1.4
James Quackenbush.............................. 28,819 24,647 *
Deborah Jensen................................. 22,774 18,350 *
All directors and executive officers as a group
(10 persons)................................ 3,268,555 443,908 25.4

- ----------------------------
*Less than 1%

-13-

(1) 1,821,466 of the shares are held by Stephens Vascular Preferred, LLC,
625,731 of the shares are held by Stephens Vascular Options, LLC and
all of the options are held by Stephens Investment Partners III LLC.
The address is 111 Center Street, Suite 2500, Little Rock, AR 72201.
Mr. Jacoby is a Managing Director of Stephens Inc. and a member of
Stephens Vascular Preferred, LLC and Stephens Vascular Options, LLC.
Stephens Vascular Preferred, LLC, Stephens Vascular Options, LLC and
Stephens Investment Partners III LLC are affiliates of Stephens Inc.
and have contributed their shares of our common stock to a voting trust
pursuant to which the trustee of the trust has sole voting power. The
voting trust is required to vote such shares "for" or "against"
proposals submitted to our shareholders in the same proportion as votes
cast "for" and "against" those proposals by all other shareholders,
excluding abstentions. The voting trust agreement also imposes
substantial limitations on the sale or other disposition of the shares
subject to the voting trust. The voting trust agreement expires in June
2010 or such earlier time as Stephens Inc. ceases to be a market maker
of our common stock. The name and address of the trustee of the voting
trust agreement are: James Sommers, 237 Cherokee Road, Charlotte, North
Carolina 28207. Mr. Jacoby disclaims beneficial ownership of the shares
subject to the voting trust agreement.

(2) The address is 789 North Water Street, Milwaukee, Wisconsin 53202.
Disclosure is made in reliance upon a statement on Schedule 13G filed
with the SEC on February 13, 2003.

(3) Includes 500 shares held by Mr. Nigon's wife. Mr. Nigon disclaims
beneficial ownership of the shares held in the name of his wife.

(4) Includes an aggregate of 18,000 shares registered in the name of Mr.
Nagel's three minor children's irrevocable trusts. Mr. Nagel disclaims
beneficial ownership of the shares held in the name of his children.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires Vascular
Solutions' executive officers and directors and persons who beneficially own
more than 10% of Vascular Solutions' common stock to file initial reports of
ownership and reports of changes in ownership with the Securities and Exchange
Commission. Such executive officers, directors and greater than 10% beneficial
owners are required by the regulations of the Commission to furnish Vascular
Solutions with copies of all Section 16(a) reports they file.

Based solely on a review of the copies of such reports furnished to
Vascular Solutions and written representations from the executive officers and
directors, Vascular Solutions believes that all Section 16(a) filing
requirements applicable to its executive officers and directors and greater than
10% beneficial owners have been timely met.

-14-

SHAREHOLDER RETURN PERFORMANCE GRAPH

The following graph shows a comparison of cumulative total returns for
our common stock, the Nasdaq Stock Market Index (U.S.) and the Nasdaq Medical
Industry Index (Medical Devices, Instruments and Supplies), assuming the
investment of $100 in our common stock and each index on July 20, 2000 (the date
our common stock began trading) and the reinvestment of dividends, if any.

[PLOT POINTS GRAPH]

(AMOUNTS IN DOLLARS)

--------------------------------------------------------------------------
July 20, 2000 December 29, 2000 December 31, 2001 December 31, 2002
--------------------------------------------------------------------------

Vascular Solutions 100 45.58 17.23 6.24
- ------------------------------------------------------------------------------------------------
Nasdaq US 100 58.53 46.43 32.10
- ------------------------------------------------------------------------------------------------
Nasdaq Medical 100 83.92 92.27 74.68
- ------------------------------------------------------------------------------------------------

-15-

PROPOSAL 2:
RATIFICATION OF APPOINTMENT OF AUDITOR

Our Board of Directors has appointed Ernst & Young LLP as Vascular
Solutions' independent auditor for 2003. A proposal to ratify that appointment
will be presented at the annual meeting of shareholders. Ernst & Young has
served as our independent auditor since our inception. Representatives of Ernst
& Young are expected to be present at the annual meeting of shareholders and
will have an opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions from shareholders.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS VASCULAR SOLUTIONS'
INDEPENDENT AUDITOR.

The affirmative vote of a majority of the shares of Vascular Solutions
common stock present and entitled to vote at the 2003 annual meeting of
shareholders is necessary to ratify the appointment of Ernst & Young LLP.
Proxies will be voted in favor of ratifying the appointment unless otherwise
specified. If the appointment is not ratified by the shareholders, the Board of
Directors is not obligated to appoint another auditor, but the Board of
Directors will give consideration to an unfavorable vote.

ADDITONAL INFORMATION ABOUT OUR INDEPENDENT AUDITOR

AUDIT FEES

Audit fees billed or expected to be billed to Vascular Solutions by
Ernst & Young LLP for the audit of our financial statements for the fiscal year
ended December 31, 2002 and for reviews of our financial statements included in
our quarterly reports on Form 10-Q for the last fiscal year totaled $49,200.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

No fees were billed or are expected to be billed to Vascular Solutions
by Ernst & Young LLP for services provided during the last fiscal year for the
design and implementation of financial information systems.

ALL OTHER FEES

Fees billed or expected to be billed to Vascular Solutions by Ernst &
Young LLP for all other non-audit services, including tax-related services,
provided during the last fiscal year totaled $36,189.

OTHER MATTERS

As of this date, the Board of Directors does not know of any business
to be brought before the annual meeting of shareholders other than as specified
above. However, if any matters properly come before the meeting, it is the
intention of the persons named in the enclosed proxy to vote such proxy in
accordance with their judgment on such matters.

-16-

PROPOSALS FOR THE NEXT ANNUAL MEETING

Any shareholder proposals to be considered for inclusion in Vascular
Solutions' proxy material for the 2003 annual meeting of shareholders must be
received at Vascular Solutions' principal executive office at 6464 Sycamore
Court, Minneapolis, Minnesota 55369, no later than November 25, 2003. In
connection with any matter to be proposed by a shareholder at the 2003 annual
meeting, but not proposed for inclusion in Vascular Solutions' proxy material,
the proxy holders designated by Vascular Solutions for that meeting may exercise
their discretionary voting authority with respect to that shareholder proposal
if appropriate notice of that proposal is not received by Vascular Solutions at
its principal executive office by February 9, 2004.

By order of the Board of Directors

/s/ Michael Nagel

Michael Nagel
Secretary

Dated: March 25, 2003

-17-

(This page left intentionally blank.)

EXHIBIT A
---------

VASCULAR SOLUTIONS, INC.
AUDIT COMMITTEE CHARTER

ORGANIZATION

The audit committee of the board of directors shall be comprised of at least
three directors who are independent of management and the Company. Members of
the audit committee 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 audit committee members will be financially
literate, and at least one member will have accounting or related financial
management expertise.

STATEMENT OF POLICY

The audit committee shall provide assistance to the directors in fulfilling
their responsibility to the shareholders, potential shareholders, and investment
community relating to corporate accounting, reporting practices of the company,
and the quality and integrity of financial reports of the company. In so doing,
it is the responsibility of the audit committee to maintain free and open
communication between the directors, the independent auditors, the internal
auditors, and the financial management of the company.

RESPONSIBILITIES

The audit committee is responsible for the appointment, compensation and
oversight of the work of any registered public accounting firm employed by the
Company for the purpose of preparing or issuing an audit report or other related
work. Any such accounting firm will report directly to the audit committee. The
audit committee's oversight role includes responsibility for resolving
disagreements between management and the accounting firm regarding the Company's
financial reporting.

The Chairman of the audit committee will be designated and publicized as the
person responsible for the receipt, retention and presentation to the full audit
committee for action of complaints regarding accounting and internal accounting
controls or auditing matters. Submissions by the Company's employees of concerns
regarding questionable accounting or auditing matters (which may be submitted on
a confidential or anonymous basis) will be instructed to be communicated to the
Chairman of the audit committee.

The audit committee has the specific authority to engage independent counsel and
other advisors, as the committee deems appropriate, and may commit the financial
resources the audit committee deems appropriate for such purposes.

In carrying out its responsibilities, the audit committee believes its policies
and procedures should remain flexible, in order to best react to changing
conditions and to ensure to the directors and shareholders that the corporate
accounting and reporting practices of the company are in accordance with all
requirements.

In carrying out these responsibilities, the audit committee will:

o Obtain the full board of directors' approval of this Charter and review and
reassess this Charter as conditions dictate.

o Review and recommend to the directors the independent auditors to be
selected to audit the financial statements of the company and its divisions
and subsidiaries.

o Have a clear understanding with the independent auditors that they are
ultimately accountable to the board of directors and the audit committee,
as the shareholders' representatives, who have the ultimate authority in
deciding to engage, evaluate, and if appropriate, terminate their services.

o Review and concur with management's appointment, termination, or
replacement of the director of internal audit.

o Meet with the independent auditors and financial management of the Company
to review the scope of the proposed audit and timely quarterly reviews for
the current year and the procedures to be utilized, the adequacy of the
independent auditor's compensation, and at the conclusion thereof review
such audit or review, including any comments or recommendations of the
independent auditors.

o Review with the independent auditors, the company's internal auditor, and
financial and accounting personnel, the adequacy and effectiveness of the
accounting and financial controls of the company, and elicit any
recommendations for the improvement of such internal controls or particular
areas where new or more detailed controls or procedures are desirable.
Particular emphasis should be given to the adequacy of internal controls to
expose any payments, transactions, or procedures that might be deemed
illegal or otherwise improper.

o Review reports received from regulators and other legal and regulatory
matters that may have a material effect on the financial statements or
related company compliance policies.

o Review the internal audit function of the company including the
independence and authority of its reporting obligations, the proposed audit
plans for the coming year, and the coordination of such plans with the
independent auditors.

o Inquire of management, the internal auditor, and the independent auditors
about significant risks or exposures and assess the steps management has
taken to minimize such risks to the Company.

o Receive prior to each meeting, a summary of findings from completed
internal audits and a progress report on the proposed internal audit plan,
with explanations for any deviations from the original plan.

o Review the quarterly financial statements with financial management and the
independent auditors prior to the filing of the Form 10-Q (or prior to the
press release of results, if possible) to determine that the independent
auditors do not take exception to the disclosure and content of the
financial statements, and discuss any other matters required to be

A-2

communicated to the committee by the auditors. The chair of the committee
may represent the entire committee for purposes of this review.

o Review the financial statements contained in the annual report to
shareholders with management and the independent auditors to determine that
the independent auditors are satisfied with the disclosure and content of
the financial statements to be presented to the shareholders. Review with
financial management and the independent auditors the results of their
timely analysis of significant financial reporting issues and practices,
including changes in, or adoptions of, accounting principles and disclosure
practices, and discuss any other matters required to be communicated to the
committee by the auditors. Also review with financial management and the
independent auditors their judgments about the quality, not just
acceptability, of accounting principles and the clarity of the financial
disclosure practices used or proposed to be used, and particularly, the
degree of aggressiveness or conservatism of the organization's accounting
principles and underlying estimates, and other significant decisions made
in preparing the financial statements.

o Provide sufficient opportunity for the internal and independent auditors to
meet with the members of the audit committee without members of management
present. Among the items to be discussed in these meetings are the
independent auditors' evaluation of the company's financial, accounting,
and auditing personnel, and the cooperation that the independent auditors
received during the course of audit.

o Report the results of the annual audit to the board of directors. If
requested by the board, invite the independent auditors to attend the full
board of directors meeting to assist in reporting the results of the annual
audit or to answer other directors' questions (alternatively, the other
directors, particularly the other independent directors, may be invited to
attend the audit committee meeting during which the results of the annual
audit are reviewed).

o Review the nature and scope of other professional services provided to the
company by the independent auditors and consider the relationship to the
auditors' independence.

o On an annual basis, obtain from the independent auditors a written
communication delineating all their relationships and professional services
as required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees. In addition, review with the independent
auditors the nature and scope of any disclosed relationships or
professional services and take, or recommend that the board of directors
take, appropriate action to ensure the continuing independence of the
auditors.

o Review the report of the audit committee in the annual report to
shareholders and the Annual Report on Form 10-K disclosing whether or not
the committee had reviewed and discussed with management and the
independent auditors, as well as discussed within the committee (without
management or the independent auditors present), the financial statements
and the quality of accounting principles and significant judgments
affecting the financial statements. In addition, disclose the committee's
conclusion on the fairness of presentation of the financial statements in
conformity with GAAP based on those discussions.

A-3

o Submit the minutes of all meetings of the audit committee to, or discuss
the matters discussed at each committee meeting with, the board of
directors.

o Investigate any matter brought to its attention within the scope of its
duties, with the power to retain outside counsel for this purpose if, in
its judgment, that is appropriate.

o Review the Company's disclosure in the proxy statement for its annual
meeting of shareholders that describes that the Committee has satisfied its
responsibilities under this Charter for the prior year. In addition,
include a copy of this Charter in the annual report to shareholders or the
proxy statement at least triennially or the year after any significant
amendment to the Charter.

A-4

VASCULAR SOLUTIONS, INC.

ANNUAL MEETING OF SHAREHOLDERS

TUESDAY, APRIL 15, 2003
3:30 P.M.

MINNEAPOLIS CLUB
729 SECOND AVENUE SOUTH
MINNEAPOLIS, MN 55402

- --------------------------------------------------------------------------------

VASCULAR SOLUTIONS, INC.
6464 SYCAMORE COURT, MINNEAPOLIS, MN 55369 PROXY
- --------------------------------------------------------------------------------

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL MEETING
ON APRIL 15, 2003.

The shares of stock you hold will be voted as you specify on the reverse side.

IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED "FOR" ITEMS 1 AND 2.

By signing the proxy, you revoke all prior proxies and appoint Howard Root and
Michael Nagel, and each of them, with full power of substitution, to vote your
shares on the matters shown on the reverse side and any other matters which may
come before the Annual Meeting and all adjournments.

SEE REVERSE FOR VOTING INSTRUCTIONS.

\ PLEASE DETACH HERE /

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.

1. Election of directors: 01 Paul O'Connell 04 Gary Dorfman 06 John Erb [ ] Vote FOR [ ] Vote WITHHELD
02 James Jacoby, Jr. 05 Richard Nigon 07 Howard Root all nominees from all nominees
03 Michael Kopp (except as marked)

----------------------------------------------
(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. Proposal to ratify the selection of Ernst and Young LLP as independent
auditor of the Company for the year ending December 31, 2003. [ ] For [ ] Against [ ] Abstain

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

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.
---
Address Change? Mark Box [ ]
Indicate changes below:
Date _______________________________________

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Signature(s) in Box
Please sign exactly as your name(s) appears on
Proxy. If held in joint tenancy, all persons
must sign. Trustees, administrators, etc.,
should include title and authority. Corporations
should provide full name of corporation and
title of authorized officer signing the proxy.