SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

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 Rule 14a-11(c) or Rule 14a-12
VALASSIS COMMUNICATIONS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

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

(2) Aggregate number of securities to which transaction applies:

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

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

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

(2) Form, schedule or registration statement no.:

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

(3) Filing party:

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(4) Date filed:

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2
VALASSIS COMMUNICATIONS, INC.
19975 VICTOR PARKWAY
LIVONIA, MI 48152

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 18, 1999

The Annual Meeting of Stockholders of Valassis Communications, Inc.
("Valassis" or the "Company") will be held at The Pierre Hotel, 2 East 61st
Street, New York City, New York 10021 on the 18th day of May, 1999, at 9:00 a.m.
(Eastern Daylight Time) to:

(1) elect eight directors to the Company's Board of Directors to hold
office until the next Annual Meeting of Stockholders or until their
respective successors shall have been duly elected and qualified;

(2) consider and act upon a proposal to approve the Company's Amended and
Restated 1992 Long-Term Incentive Plan ("Amended and Restated LTIP");

(3) ratify the selection of Deloitte & Touche LLP, independent public
accountants, as the auditors of the Company for the 1999 fiscal year;
and

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

The Board of Directors has fixed the close of business on April 1, 1999
as the record date for the determination of the stockholders of the Company
entitled to notice of and to vote at the Annual Meeting of Stockholders. Each
share of the Company's Common Stock is entitled to one vote on all matters
presented at the Annual Meeting.

ALL HOLDERS OF THE COMPANY'S COMMON STOCK (WHETHER THEY EXPECT TO ATTEND
THE ANNUAL MEETING OR NOT) ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN
PROMPTLY THE PROXY CARD ENCLOSED WITH THIS NOTICE.

By Order of the Board of Directors

BARRY P. HOFFMAN
Secretary

April 12, 1999

VALASSIS COMMUNICATIONS, INC.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 18, 1999

INTRODUCTION

This Proxy Statement is being furnished to stockholders of record of
Valassis Communications, Inc. ("Valassis" or the "Company") as of April 1, 1999
("Record Date"), in connection with the solicitation by the Board of Directors
of Valassis of proxies for the 1999 Annual Meeting of Stockholders ("Annual
Meeting") to be held at The Pierre Hotel, 2 East 61st Street, New York City, New
York 10021 on May 18, 1999 at 9:00 a.m. (Eastern Daylight Time), or at any and
all adjournments thereof, for the purposes stated in the Notice of Annual
Meeting. The approximate date of mailing of this Proxy Statement and the
enclosed form of proxy is April 12, 1999.

OUTSTANDING STOCK AND VOTING RIGHTS

The Board of Directors has fixed the close of business on April 1, 1999
as the Record Date for the determination of stockholders entitled to notice of
the Annual Meeting, and only holders of record of the Common Stock, par value
$.01 per share ("Common Stock"), of the Company on that date will be entitled to
notice of and to vote at the Annual Meeting. As of the Record Date, the Company
had 38,032,177 shares of Common Stock outstanding. The Company declared a
three-for-two stock split (in the form of a special stock distribution) to be
paid on or about May 12, 1999 to stockholders of record on April 16, 1999 (the
"Stock Split"). The Company has enough authorized and unissued shares of Common
Stock to effect the Stock Split and stockholders are not being asked in this
Proxy Statement to vote on the Stock Split. All shares of Common Stock reported
in this Proxy Statement, including percentages of stock ownership and
stockholdings of executive officers, directors and 5% beneficial holders, do not
give effect to the Stock Split. Each share of Common Stock is entitled to one
vote on all matters presented at the Annual Meeting.

The presence in person or by proxy of the holders of a majority of the
shares of Common Stock issued and outstanding and entitled to vote at the Annual
Meeting is necessary to constitute a quorum at the meeting. Abstentions and
broker non-votes will be counted to determine whether a quorum is present.
Abstentions and broker non-votes are not counted in the election of directors.
For all other items to be considered at the Annual Meeting, shares represented
by proxies which are marked "abstain" will be counted as part of the total
number of votes cast on such proposals, whereas broker non-votes will not be
counted as part of the total number of votes cast on such proposals. Thus,
abstentions will have the same effect as votes against any given proposal,
whereas broker non-votes will have no effect in determining whether any given
proposal has been approved by the stockholders.

If the enclosed proxy is signed and returned, it may, nevertheless, be
revoked at any time prior to the voting thereof at the pleasure of the
stockholder signing it, either by delivering written notice of revocation to the
Secretary of the Company, or by voting the shares covered thereby in person or
by another proxy dated subsequent to the date thereof.

Shares represented by duly executed proxies in the accompanying form will
be voted in accordance with the instructions indicated on such proxies, and, if
no such instructions are indicated thereon, will be voted in favor of the
nominees for election as directors named below and for the other proposals
referred to below.

1
4

To the Company's knowledge, as of February 16, 1999, the only persons
(including "groups" as that term is used in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) who beneficially own more
than 5% of the Company's Common Stock are the following:

Title of Name and Address Beneficial Percent
Class of Beneficial Owner Ownership of Class
- ------------------------------------------------------------------------------------------------------

Common Stock The Goldman Sachs Group, L.P.(1) 4,049,942 10.6%
85 Broad Street
New York, New York 10004

Common Stock State Street Bank and Trust Company(1) 2,009,165 5.3%
225 Franklin Street
Boston, Massachusetts 02110
- ------------------------------------------------------------------------------------------------------

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

(1) According to information contained in a Schedule 13G/A filing with the
Securities and Exchange Commission ("SEC") on February 16, 1999, The Goldman
Sachs Group, L.P. ("GSLP") and Goldman Sachs & Co. ("GS") have shared voting
power with respect to 2,754,842 shares of Common Stock and shared
dispositive power with respect to 4,049,942 shares of Common Stock; neither
GSLP or GS has sole voting or sole dispositive power over any of the
4,049,942 shares of Common Stock. In addition, according to such filing,
GSLP and GS each disclaim beneficial ownership of the Common Stock
beneficially owned by (i) any client accounts with respect to which GS or
its employees have voting or investment discretion and (ii) certain
investment entities, of which a subsidiary of GSLP or GS is the general
partner, managing general partner or other manager, to the extent interests
in such entities are held by persons other than GSLP, GS or their
affiliates.

(2) According to information contained in a Schedule 13G filing with the SEC on
February 11, 1999, State Street Bank and Trust Company, acting in various
fiduciary capacities, has shared voting power with respect to 8,300 shares
of Common Stock, shared dispositive power with respect to 8,500 shares of
Common Stock, sole voting power with respect to 1,968,059 shares of Common
Stock and sole dispositive power with respect to 2,000,665 shares of Common
Stock.

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5

DIRECTORS AND EXECUTIVE OFFICERS

The Board of Directors presently is comprised of ten directors. All
directors elected at the 1999 Annual Meeting will serve until the next Annual
Meeting or until their respective successors are duly elected and qualified.
Larry L. Johnson and Brian M. Powers have each decided, due to other business
commitments, not to stand for re-election at the Annual Meeting. As a result,
the Board of Directors has fixed the number of directors at eight, effective
upon the expiration of such directors' term in office.

1. ELECTION OF DIRECTORS (PROPOSAL 1)

Set forth below is certain information with respect to each of the
nominees for the office of director and each other executive officer of the
Company.

Shares represented by proxies returned duly executed will be voted,
unless otherwise specified, in favor of the following eight nominees: Richard N.
Anderson, Patrick F. Brennan, Seth Goldstein, Brian J. Husselbee, Robert L.
Recchia, Marcella A. Sampson, Alan F. Schultz and Ambassador Faith Whittlesey.
Each nominee for director has consented to serve on the Board of Directors and
will be elected by a plurality of the votes cast at the Annual Meeting. If any
(or all) such persons should be unavailable or unable to serve, the persons
named in the enclosed proxy will vote the shares covered thereby for such
substitute nominee (or nominees) as the Board of Directors may select.
Stockholders may withhold authority to vote for any nominee by marking the
"Exceptions" box on the proxy card and by entering the name of such nominee in
the space provided for such purpose on the proxy card.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL OF THE
NOMINEES NAMED HEREIN.

DIRECTORS

Richard N. Anderson, 54, has served as a director of Valassis since
December 1998. He has served as Executive Vice President of Manufacturing and
Media of Valassis since 1992 and served as Group Vice President of Inserts from
1986 through 1992. Mr. Anderson held various management positions with Valassis
Inserts, Inc., the Company's former subsidiary ("Inserts"), including Division
Vice President and Vice President of Manufacturing, since joining Inserts in
1982 until its merger with Valassis.

Patrick F. Brennan, 67, has served as director of Valassis since August
1998. He retired in December 31, 1996 as the President and Chief Executive
Officer of Consolidated Papers, Inc., one of the nation's leading paper
companies. Mr. Brennan serves as a member of the Board of Directors of Northland
Cranberries, Inc.

Seth Goldstein, 28, has served as a director of Valassis since March
1999. Since January 1999 he has served as Entrepreneur-in-Residence at Flatirons
Partners, a prominent Internet venture capital firm. In March 1998, he created a
new digital convenience service for busy, connected professionals called
www.root.net. In August 1995, he founded Site Specific, one of the first
Internet marketing agencies which was acquired in May 1997 by USWeb/CKS. Mr.
Goldstein served as Senior Vice President of the CKS Group until March 1998.
Prior to 1995, Mr. Goldstein founded a CD-ROM company called Riverbed. Mr.
Goldstein is an advisor to a number of e-commerceand e-service companies,
including the Impulse Buy Network and Support City.

Brian J. Husselbee, 48, has served as a director of Valassis since August
1998. He is the President and Chief Executive Officer, since July 1997, and was
General Manager, from January 1997 to June 1997, of NuWorld Marketing, Ltd., a
coupon clearing organization. Prior to that, he was President of Nielsen
Clearing House Canada from January 1996 to December 1996 and Senior Vice
President of Nielsen Clearing House U.S.A. from January 1994 to December 1995.
He was on the Compensation Committee of NuWorld Marketing, Ltd. during 1998.

3
6

Robert L. Recchia, 43, has been Chief Financial Officer, Treasurer and a
director of Valassis since October 1991. Mr. Recchia has been Chief Financial
Officer and Treasurer, since joining Inserts in 1982 until its merger with
Valassis.

Marcella A. Sampson, 68, has served as a director of Valassis since
August 1998. She is the former Dean of Students for Central State University,
Wilberforce, Ohio. She has directed the Central State University Career Services
Center since 1975. She has received awards and honors for her work in the field
of education and is a recognized expert in college student placement,
particularly experiential opportunities.

Alan F. Schultz, 40, has served as a director of Valassis since December
19, 1995. He is Chief Executive Officer, President and Chairman of the Board of
Directors of Valassis. Mr. Schultz was elected Chief Executive Officer and
President in June 1998 and appointed Chairman of the Board of Directors in
December 1998. He served as Executive Vice President and Chief Operating Officer
of Valassis from 1996 through 1998 and served as Executive Vice President of
Sales and Marketing of Valassis from 1992 through 1996. Mr. Schultz has held
positions as Director of Insert Operations and Vice President of the Central
Sales Division at Inserts, since joining Inserts in 1984 until its merger with
Valassis.

Ambassador Faith Whittlesey, 60, was elected a director of Valassis in
January 1992. She has had a long career in government, law and politics at
local, state and national levels. She has served as President and Chairman of
the Board of the American Swiss Foundation, headquartered in New York, since
1994 and as President of Maybrook Associates, Inc. since 1998. She served as
U.S. Ambassador to Switzerland from 1981 to 1983 and from 1985 to 1988. From
1983 to 1985, Ambassador Whittlesey was a member of the Senior White House
Staff. Ambassador Whittlesey serves as a member of the Board of Directors and
the Compensation Committee of the Sunbeam Corporation and of the Advisory Board
of Nestle USA, Inc.

ADDITIONAL EXECUTIVE OFFICERS

In addition to the executive officers who are listed as being directors
of Valassis, Valassis has the following executive officers:

Richard Herpich, 47, has served as Executive Vice President of
Manufacturer Services of Valassis since June 1998. He served as National Sales
Manager from January 1996 through June 1998, Vice President, Midwest Sales
Division from June 1994 through December 1995 and Account Manager from 1978
through June 1994.

Barry P. Hoffman, 57, has served as Executive Vice President, General
Counsel and Secretary of Valassis since July 1991, and was a director from
October 1991 through January 1992. Mr. Hoffman has been Group Vice President,
General Counsel and Secretary, since joining Inserts in 1982 until its merger
with Valassis. He served as a director of Inserts from October 1991 until
January 1992.

Peter J. Simons, 52, has served as Executive Vice President of Retail
Services of Valassis since June 1998. Prior to that, he was Vice President of
Valassis Impact Promotions, a division of Valassis, since 1988. From 1987 to
1988, he started and was Vice President of Printing Operations, and from 1986 to
1987, he was Vice President of Wichita Color Graphics, both divisions of
Valassis.

4
7

The following table sets forth certain information concerning beneficial
ownership of the Company's Common Stock by the directors, the six executive
officers named under the heading "SUMMARY COMPENSATION TABLE," and all directors
and executive officers as a group, as of February 11, 1999. The address of Brian
M. Powers is Consolidated Press Holdings Limited, 54-58 Park Street, Sidney,
N.S.W., Australia 2000. The address of David A. Brandon, former Chief Executive
Officer and President of the Company, is 12028 Hunters Creek Drive, Plymouth,
Michigan 48170. The address of Mark C. Davis is Chase Bank, 270 Park Avenue, New
York, NY 10017. The address of all other persons listed below is c/o Valassis
Communications, Inc., 19975 Victor Parkway, Livonia, Michigan 48152.

Shares Beneficially
Name Owned (1) Percent
- -------------------------------------------------------------------------------

Richard N. Anderson 146,421(2) *
Patrick F. Brennan 853 *
Mark C. Davis(11) 5,892(3) *
Seth Goldstein(12) 0 0
Richard Herpich 120,863(4) *
Barry P. Hoffman 121,982(5) *
Brian J. Husselbee 253 *
Larry L. Johnson 2,836(6) *
Brian M. Powers 3,014(7) *
Robert L. Recchia 152,943(8) *
Marcella A. Sampson 253 *
Alan F. Schultz 375,619(9) *
Faith Whittlesey 6,392(10) *
David A. Brandon(13) 59,085 *
All executive officers and directors
as a group (14 persons) 1,108,409(14) 2.85%

- ------------------------------
(*) Less than 1.0%

(1) Unless otherwise noted, each director and executive officer has sole voting
and investment power with respect to the shares shown as beneficially owned
by him or her.

(2) Includes currently exercisable options to purchase 120,000 shares of Common
Stock pursuant to the Company's Amended and Restated LTIP.

(3) Includes currently exercisable options to purchase 2,000 shares of Common
Stock granted to independent directors pursuant to the Company's Amended and
Restated LTIP.

(4) Includes currently exercisable options to purchase 108,000 shares of Common
Stock pursuant to the Company's Amended and Restated LTIP.

(5) Includes currently exercisable options to purchase 104,000 shares of Common
Stock pursuant to the Company's Amended and Restated LTIP.

(6) Includes currently exercisable options to purchase 2,000 shares of Common
Stock granted to independent directors pursuant to the Company's Amended and
Restated LTIP.

(7) Includes currently exercisable options to purchase 2,000 shares of Common
Stock granted to independent directors pursuant to the Company's Amended and
Restated LTIP.

5
8

(8) Includes currently exercisable options to purchase 135,000 shares of Common
Stock pursuant to the Company's Amended and Restated LTIP.

(9) Includes currently exercisable options to purchase 327,357 shares of Common
Stock pursuant to the Company's Amended and Restated LTIP.

(10)Includes currently exercisable options to purchase 2,000 shares of Common
Stock granted to independent directors pursuant to the Company's Amended and
Restated LTIP.

(11)Mr. Davis resigned from the Company's Board of Directors on March 11, 1999.

(12)Mr. Goldstein was elected to be a director of the Company on March 22, 1999,
subsequent to the February 11, 1999 date of this table. However, as of March
29, 1999, Mr. Goldstein did not beneficially own any Common Stock of the
Company.

(13)Former Chief Executive Officer and President of the Company.

(14)This number includes currently exercisable options to purchase 906,743
shares of Common Stock pursuant to the Company's Amended and Restated LTIP.
In accordance with Rule 13d-3(d)(1) under the Exchange Act, the 906,743
shares of Common Stock for which the Company's directors and executive
officers as a group hold currently exercisable options have been added to
the total number of issued and outstanding shares of Common Stock solely for
the purpose of calculating the percentage of such total number of issued and
outstanding shares of Common Stock beneficially owned by such directors and
executive officers as a group.

6
9

OPERATION OF THE BOARD OF DIRECTORS

During the fiscal year ended December 31, 1998, the Board of Directors of
the Company held five meetings (including regularly scheduled and special
meetings). Each director attended at least 75% of the meetings held by the Board
of Directors during the period in which such director served, including the
meetings held by the committees on which such director served, except for Brian
M. Powers.

COMMITTEES OF THE BOARD

The standing committees of the Board of Directors include the Executive
Committee, the Audit Committee and the Compensation/Stock Option Committee
(each, a "Board Committee" and collectively, the "Board Committees").

The Executive Committee, whose members are Brian M. Powers, Robert L.
Recchia, Alan F. Schultz and Ambassador Faith Whittlesey is generally authorized
to exercise the powers of the Board of Directors in the management of the
Company; provided, however, that the Executive Committee does not have the
authority to declare dividends, amend the certificate of incorporation of the
Company, adopt an agreement of merger or consolidation, recommend the
disposition of all or substantially all the Company's assets or recommend the
dissolution of the Company. The Executive Committee did not meet during the
fiscal year ended December 31, 1998.

The Audit Committee, whose members are Patrick F. Brennan, Brian J.
Husselbee and Larry L. Johnson, recommends the selection of independent
auditors, discusses and reviews the scope and the fees of the prospective annual
audit and reviews the results thereof with the independent auditors, reviews
compliance with existing major accounting and financial policies of the Company,
reviews the adequacy of the financial organization of the Company and reviews
management's procedures and policies relevant to the adequacy of the Company's
internal accounting controls and compliance with federal and state laws relating
to accounting practices. The Audit Committee met once during the fiscal year
ended December 31, 1998.

The Compensation/Stock Option Committee, whose members are Brian J.
Husselbee, Marcella A. Sampson and Ambassador Faith Whittlesey, administers the
Amended and Restated LTIP, the Senior Executives Annual Bonus Plan, the
Executive Restricted Stock Award Plan and the Employee and Director Restricted
Stock Award Plan, and reviews and approves the annual salary, bonus and other
benefits, direct or indirect, of the members of senior management of the
Company. The Compensation/Stock Option Committee is composed of non-employee
directors as such term is defined under Rule 16b-3 of the Exchange Act. During
the fiscal year ended December 31, 1998, the Compensation/Stock Option Committee
met four times.

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10

DIRECTOR COMPENSATION

Currently, directors who are not employees of the Company or its
affiliates (each, an "Independent Director") each receive the following: (i) a
fee of $34,000, comprised of $14,000 in cash plus an annual grant of restricted
stock, pursuant to the Company's Employee and Director Restricted Stock Award
Plan, having an aggregate fair market value equal to $20,000, granted on a
pro-rated quarterly basis ("Independent Director Fee"); (ii) a Board of
Directors meeting fee, in addition to the Independent Director Fee, of $2,000
per meeting attended and $1,000 per telephonic meeting attended; (iii) a Board
Committee meeting fee, in addition to the Independent Director Fee, of $1,000
per meeting attended and $500 per telephonic meeting attended, payable only if
such Board Committee meeting is not scheduled in conjunction with (just before
or after) a Board of Directors meeting (telephonic meeting fees will be paid on
a pro-rated basis if an Independent Director does not participate via telephone
for the entire meeting); and (iv) 2,000 stock options pursuant to the Amended
and Restated LTIP, with a one year vesting requirement.

Directors who are employees of the Company or its affiliates do not
receive any cash compensation for their services as a director. Accordingly,
Messrs. Anderson, Recchia and Schultz are not compensated as such for their
services as directors.

COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Exchange Act requires the Company's executive
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC and the New York Stock Exchange
("NYSE"). Executive officers, directors and greater than ten percent
shareholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.

Based solely on review of the copies of such forms furnished to the
Company, or written representations that no Forms 5 were required, the Company
believes that during the fiscal year ended December 31, 1998, all Section 16(a)
filing requirements applicable to its officers, directors and greater than ten
percent beneficial owners were complied with.

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11

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following Summary Compensation Table sets forth the compensation of
Alan F. Schultz, the Chief Executive Officer and President of the Company, the
other four most highly compensated executive officers of the Company and David
A. Brandon, the Company's former Chief Executive Officer and President (the
"Named Executive Officers") for the Company's last three (3) completed fiscal
years:

SUMMARY COMPENSATION TABLE

Annual Compensation Long-Term
------------------- ---------
Compensation Awards
-------------------
Securities
Restricted Underlying All Other
Name and Principal Stock Award(s) Stock Compensation
Position Fiscal Year Salary($)(1) Bonus($)(2) ($)(3)(4) Options(#) ($)(5)
- -------- ----------- ------------ ----------- --------- ---------- ------

Alan F. Schultz December 31, 1998 $ 442,700 $ 442,700 $ 264,375 250,000(8) $ 12,608
Chief Executive December 31, 1997 400,010 400,010 157,500 125,000(9) 2,015,552(6)
Officer, President December 31, 1996 400,010 400,010 131,250 -- 12,000
and Director(7)

Richard N. Anderson December 31, 1998 320,008 320,008 70,500 100,000(8) 12,608
Executive Vice December 31, 1997 320,008 320,008 63,000 75,000(9) 465,560(6)
President, December 31, 1996 320,008 320,008 87,500 --
Manufacturing and
Media, and Director

Barry P. Hoffman December 31, 1998 287,508 287,508 70,500 100,000(8) 12,608
Executive Vice December 31, 1997 287,508 287,508 63,000 20,000(9) 415,552(6)
President, General December 31, 1996 287,508 287,508 61,250 -- 12,000
Counsel and Secretary

Robert L. Recchia December 31, 1998 287,508 287,508 105,750 100,000(8) 12,608
Chief Financial December 31, 1997 287,508 287,508 63,000 50,000(9) 715,552(6)
Officer, Treasurer December 31, 1996 287,508 287,508 61,250 -- 12,000
and Director

Richard Herpich December 31, 1998 225,004 267,752(10) 105,750 100,000(8) 12,608
Executive Vice December 31, 1997 225,004 148,097 42,000 30,000(9) 15,552
President, December 31, 1996 225,004 225,004 87,500 10,000(9) 12,000
Manufacturer
Services

David A. Brandon December 31, 1998 1,000,012 500,006 1,635,900(12) -- 250,000(13)
Former Chief December 31, 1997 1,000,012 1,000,012 630,000 150,000(9) 3,528,120(6)
Executive Officer, December 31, 1996 1,000,012 1,000,012 -- -- 12,000
President and
Director(11)

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

(1) Salary includes all before-tax contributions by the executive to the
Company's Employees' 401(k) Retirement Savings Plan.

(2) The figures reported in the bonus column represent amounts earned and
accrued for each year and do not include amounts paid in each year which
were earned and accrued in the prior year.

(3) Consists of the value of restricted stock granted under the Company's
Employee and Director Restricted Stock Award Plan or Executive Restricted
Stock Award Plan, as the case may be. All such shares of restricted stock
will vest over a three-year period with the restrictions lapsing during
that three-year period at 33% for each of the first two years, and 34%
during the last year. A recipient of restricted stock under either of such
plans has the right to receive dividends, if any, during such restricted
period. The dollar value set forth for the 1996, 1997 and 1998 restricted
stock awards represents the market value of the shares on the first
business day after the date of the grant ($17.50 on January 2, 1996, $21.00
on January 2, 1997 and $35.25 on January 2, 1998). The grants of restricted
stock to Mr. Schultz and Mr. Brandon were pursuant to their respective
Employment Agreements. See "Employment Agreements."

(4) The number and value of aggregate restricted stock holdings of each of the
named executives on December 31, 1998 was: Mr. Schultz, 15,075 shares
($778,247); Mr. Anderson, 5,710 shares ($294,779); Mr. Hoffman, 5,200
shares ($268,450); Mr. Recchia, 6,200 shares ($320,075); Mr. Herpich, 6,040
shares ($311,815); and Mr. Brandon, 0 shares ($0.00). The value of the
restricted is determined by multiplying the total shares held by each named
executive by the closing price of the Company's stock on the New York Stock
Exchange on December 31, 1998 ($51.625).

(5) Unless otherwise noted, amounts disclosed in this column consist of
contributions by the Company on behalf of the executive to the Company's
Employees' Profit Sharing Plan.

(6) Represents a special cash bonus paid in 1997 to Alan F. Schultz, Richard N.
Anderson, Barry P. Hoffman, Robert L. Recchia and David A. Brandon in the
amount of $2,000,000, $450,008, $400,000, $700,000 and $3,512,568,
respectively by Conpress International (Netherlands Antilles) N.V., in
connection with the U.S. and foreign offerings of all of its stock in
Valassis in July 1997. The total amount paid by Conpress International
(Netherlands Antilles) N.V. (including the amounts listed in this table) to
certain Valassis executives was $7,300,000. In addition, such amount
includes a contribution by the Company on behalf of each such executive to
the Company's Employee Profit Sharing Plan of $15,552.

(7) Mr. Schultz became Chief Executive Officer and President of Valassis as of
June 2, 1998. Prior to June 2, 1998, Mr. Schultz was Executive Vice
President and Chief Operating Officer of Valassis. He became Chairman of
the Board of Directors as of December 31, 1998. Prior to that, he was a
director of the Board of Directors of Valassis.

(8) Consists of nonqualified stock options granted on September 15, 1998 in
respect of the Company's Common Stock pursuant to the Company's Amended and
Restated LTIP. Such stock options become exercisable in increments of
33.333%, 33.333% and 33.334% at such time that the closing sales price per
share of Common Stock is equal to or exceeds $42.00, $47.00 and $52.00,
respectively. In any event, however, such options vest by September 15,
2003 and shall be exercisable until September 15, 2005.

(9) Consisted of nonqualified stock options granted in December 1997 in respect
of the Company's Common Stock pursuant to the Company's Amended and
Restated LTIP. Such stock options became exercisable 20% per year over five
years.

(10) Includes amounts paid to Mr. Herpich under compensation plans in which he
participated prior to the time he became an executive officer of the
Company.

(11) Mr. Brandon resigned as Chief Executive Officer and President of Valassis
as of June 2, 1998, and as Chairman of the Board of Directors of Valassis
as of December 31, 1998.

(12) Consists of the value of 30,000 shares of restricted stock granted on
January 1, 1998 and 15,000 shares of restricted stock granted on June 30,
1998. The dollar value set forth for the 1998 restricted stock awards
represents the market value of the shares on the first business day after
the date of grant ($35.25 on January 2, 1998 and $38.56 on June 30, 1998).

(13) Consists of a lump sum payment to Mr. Brandon in connection with his
resignation pursuant to a letter agreement dated October 12, 1998, paid in
lieu of fringe benefits otherwise payable to Mr. Brandon in accordance with
his employment agreement.

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OPTION GRANTS IN LAST FISCAL YEAR TO NAMED EXECUTIVE OFFICERS

Potential Realizable Value at
Individual Grants(*) Assumed Annual Rate of Stock
-------------------- Price Appreciation for Option Term
----------------------------------
Number of Percent of
Securities Total Options
Underlying Granted to Exercise or
Options Employees in Base Price
Name Granted(#) Fiscal Year ($/sh)(1) Expiration Date 5%($) 10%($)
- -----------------------------------------------------------------------------------------------------------------------

Alan F. Schultz 250,000 13.66% $32.625 9/15/05 $3,320,250 $7,738,000
Richard N. Anderson 100,000 5.46% 32.625 9/15/05 1,328,100 3,095,200
Robert L. Recchia 100,000 5.46% 32.625 9/15/05 1,328,100 3,095,200
Barry P. Hoffman 100,000 5.46% 32.625 9/15/05 1,328,100 3,095,200
Richard Herpich 100,000 5.46% 32.625 9/15/05 1,328,100 3,095,200
David A. Brandon(2) -- -- -- -- -- --

(*) All options listed herein were granted on September 15, 1998 and became
exercisable in increments of 33.333%, 33.333% and 33.334% at such time that
the closing sales price per share of Common Stock is equal to or exceeds
$42.00, $47.00 and $52.00, respectively. In any event, however, the options
vest by September 15, 2003 and shall be exercisable until September 15,
2005.

(1) The exercise price for all stock option grants shown in this column is the
closing sales price per share of Common Stock in the NYSE on the date of
grant.

(2) Former Chief Executive Officer and President of the Company.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES TO NAMED EXECUTIVE OFFICERS

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at FY-End(#) at FY-End($)(*)
Shares Acquired
Name on Exercise(#) Value Realized($) Exercisable/Unexercisable Exercisable/ Unexercisable
- -------------------------------------------------------------------------------------------------------------------

Alan F. Schultz 84,000 $ 1,639,500 52,357/385,000 $1,812,861/7,744,687
Richard N. Anderson 19,466 358,246 5,000/180,000 173,125/3,662,188
Robert L. Recchia 81,356 1,591,333 25,000/150,000 865,625/2,959,375
Barry P. Hoffman 39,466 727,835 --/120,000 --/2,323,750
Richard Herpich 42,079 791,605 --/136,000 --/2,959,375
David A. Brandon(1) 911,624 19,287,846 --/-- --/--

- ------------------------------
(*) Based on the NYSE Composite closing price for the last business day of the
1998 fiscal year ($51.625). All of the stock options exercised by the Named
Executive Officers have exercise prices of $17.00 per share, with the
exception of certain stock options exercised by Mr. Brandon which had an
exercise price of $30.4375 per share.

(1) Former Chief Executive Officer and President of the Company.

SUPPLEMENTAL BENEFIT PLAN

The Company established a Supplemental Benefit Plan in 1998. The
Supplemental Benefit Plan covers management employees who are designated by the
Company's Compensation/Stock Option Committee. Participating employees earn
credited service for each year of continuous service with the Company. The
annual amount of supplemental benefit is calculated by multiplying a
participant's years of credited service by one and one-half percent of the
participant's average annual base pay while employed by the Company for the 36
months immediately preceding retirement or other termination of employment. The
amount of supplemental benefit provided by the Supplemental Benefit Plan is
payable semi-annually for a period of ten years, commencing upon retirement,
death or other termination of employment. Supplemental benefits are provided on
a non-contributing basis.

The following table illustrates the maximum annual benefits payable to a
participant for specified final average annual compensation and specified years
of service, assuming retirement at age 65 and payment for a period of ten years:

Participant's Years of Service
Final Average -----------------------------------------------------------------------
Annual Base
Salary 5 10 15 20 25 30 35
--------------------------------------------------------------------------------------

150,000 11,250 22,500 33,750 45,000 56,250 67,500 78,750
175,000 13,125 26,250 39,375 52,500 65,625 78,750 91,875
200,000 15,000 30,000 45,000 60,000 75,000 90,000 105,000
225,000 16,875 33,750 50,625 67,500 84,375 101,250 118,125
250,000 18,750 37,500 56,250 75,000 93,750 112,500 131,250
275,000 20,625 41,250 61,875 82,500 103,125 123,750 144,375
300,000 22,500 45,000 67,500 90,000 112,500 135,000 157,500
350,000 26,250 52,500 78,750 105,000 131,250 157,500 183,750
400,000 30,000 60,000 90,000 120,000 150,000 180,000 210,000
450,000 33,750 67,500 101,250 135,000 168,750 202,500 236,250
500,000 37,500 75,000 112,500 150,000 187,500 225,000 262,500

Base compensation counted under the plan excludes bonuses, commissions or
other compensation of any kind. Three-year average base compensation for each
Named Executive Officer participating in the plan as of the end of the last
fiscal year is: Alan F. Schultz $414,250, Richard N. Anderson $320,016, Barry P.
Hoffman $287,508, Robert L. Recchia $287,508, and Richard Herpich $225,004. The
benefits under the Supplemental Benefit Plan are not subject to any deduction
for Social Security or any other offset amounts. The approximate number of years
of service for each of the Named Executive Officers as of December 31, 1998 is:
16 years for Mr. Anderson; 20 years for Mr. Herpich; 16 years for Mr. Hoffman;
16 years for Mr. Recchia; and 14 years for Mr. Schultz.

STOCK PRICE PERFORMANCE GRAPH

The following performance graph shows the Company's annual cumulative
total shareholder return on its Common Stock for the five full years ending
December 31, 1994, 1995, 1996, 1997 and 1998, respectively, based on an assumed
investment of $100. The graph compares the Company's performance with that of
the Standard & Poor's S&P 500 Stock Index and a peer group consisting of Advo
Inc., Catalina Marketing, R.R. Donnelley & Sons, Interpublic Group of Companies
and Times Mirror.

SHAREHOLDER RETURNS (DIVIDENDS REINVESTED)

[PERFORMANCE GRAPH]

Base
Period
1993 1994 1995* 1996* 1997* 1998*
- ------------------------------------------------------------------------------------------------

VCI 100 112.15 130.94 157.94 276.64 385.98
Peer Group 100 98.48 141.89 156.67 203.84 261.19
S&P 500 Indes 100 101.32 139.40 171.40 228.59 293.91

(*December fiscal year basis)

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

This stock price performance graph shall not be deemed to be incorporated
by reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933, as amended, or the
Exchange Act and shall not otherwise be deemed filed under such Acts.

COMPENSATION/STOCK OPTION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation/Stock Option Committee of the Board of Directors of the
Company has furnished the following report on executive compensation:

PHILOSOPHY

The compensation philosophy of the Company is to develop and implement
policies that will encourage and reward outstanding financial performance, seek
to increase the profitability of the Company, and thereby increase stockholder
value. Maintaining competitive compensation levels in order to attract, retain
and reward executives who bring valuable experience and skills to the Company is
also an important consideration. The Company's executive compensation programs
are designed to attract and retain talented individuals and motivate them to
achieve the Company's business objectives and performance targets, including
increasing long-term stockholder value.

The Compensation/Stock Option Committee of the Board of Directors is
composed of the three directors listed below. Working with the Company, the
Compensation/Stock Option Committee develops and implements compensation plans
for the Company's executive officers.

COMPENSATION STRUCTURE

The Compensation/Stock Option Committee believes that it is in the best
interests of the Company and its stockholders that its executive officers be
compensated in a manner that provides such officers with a strong incentive to
advance both the short-term and long-term interests of the Company. The
Compensation/Stock Option Committee, working with management, has instituted a
compensation structure which is designed to ensure that a high proportion of
compensation is tied in some manner to both short-term and long-term corporate
performance. Accordingly, the Company's compensation structure includes both
cash-based and equity-based compensation consisting of base salary, annual cash
bonuses, stock options and restricted stock awards.

The annual cash compensation of the executive officers, including the
Chief Executive Officer, for the year ended December 31, 1998, consisted of
annual salary and cash bonuses. The cash bonuses were paid two times a year and
were contingent upon the attainment by the Company of meeting semi-annual
earnings per share targets that were set by the Committee for the six-month
period ending June 30, 1998 and for the six-month period ending December 31,
1998. The Committee believes that a target based upon earnings per share
emphasizes the Company's commitment to reach and maintain a competitive rate of
return on equity and achieve long-term growth in earnings - critical factors for
assuring creation of value for its stockholders. Additionally, the Committee
believes that by providing for bonuses twice a year instead of annually, a
greater sense of urgency will motivate executive officers to meet targets. The
specific targets for the Company's fiscal year ended December 31, 1998 which
were selected by the Committee are not disclosed herein because the Committee
has determined that it is confidential business information, the disclosure of
which would have an adverse effect on the Company.

This past year the Committee approved a Supplemental Benefit Plan for
participation by certain executive officers of the Company. Participating
executive officers earn credited service for each year of continuous service
with the Company. The annual amount of supplemental benefit is calculated by
multiplying a participant's years of credited service by one and one-half
percent of the participant's average annual base pay while employed by the
Company for the 36 months immediately preceding termination of employment. The
amount of supplemental benefit provided by the Supplemental Benefit Plan is
payable semi-annually for a period of ten years, commencing upon retirement,
death or other termination of employment. The Committee based its

decision to implement such a plan taking into account such factors as other
competitive industry benefits to executive officers and the added incentive for
participants in the plan to work longer for the Company. In approving this plan,
the Committee focused, among other things, on the fact that the benefit was
based solely on the executive officer's salary and not total compensation and
that the plan restricts the participants from competing with the Company.

Non-cash compensation of executive officers for the year ended December
31, 1998, consisted of options granted under the Company's Amended and Restated
1992 Long-Term Incentive Plan and restricted stock granted pursuant to the
Employee and Director Restricted Stock Award Plan or the Executive Restricted
Stock Plan, as the case may be.

The stock options produce value for executives only if the Company's
stock price increases over the option exercise price, which for all options
granted to such executives during 1998 is the fair market value of Valassis
Common Stock on the date of grant. Although there are no particular targets with
respect to executive officers' holdings of stock options, in general, the higher
the level of an executive's responsibility, the larger this stock-based
component of his or her compensation will be. In the past, the
Compensation/Stock Option Committee granted options that generally vested in
equal portions over a five-year period. In September, 1998, to further
strengthen the commonality of interest between senior management and the
Company's stockholders, the Committee granted performance-based stock options to
its executive officers that provide accelerated vesting in 1/3 increments as the
Company's Common Stock meets certain specified price per share targets. The
Committee determined that these performance-based options would provide even
greater motivation for its executive officers to achieve the Company's
performance targets.

The Committee believes that grants of restricted stock further a sense of
stock ownership by executive officers and give the Company a significant
advantage in retaining key executives. Moreover, the Committee believes that
restricted stock is a particularly appropriate vehicle for executives whose
salaries are more fully developed and thus are used by the Company, in some
cases, in lieu of salary increases. In order to assure the retention of
high-level executives and to the compensation of those executives to the
creation of long-term value for stockholders, the Compensation/Stock Option
Committee provides that the restricted stock granted to executives in lieu of
salary increase vests in approximately equal portions over a three-year period.

All other compensation of executive officers consists of participation in
the Valassis Employees Profit Sharing Plan and its 401(k) Plan. In addition, all
employees of Valassis are eligible to participate in the Employee Stock Purchase
Plan.

The compensation of each executive officer (other than the Chief
Executive Officer) is generally based on an annual review of such officer's
performance by the Chief Executive Officer and his recommendations to the
Compensation/Stock Option Committee. The compensation of the Chief Executive
Officer is generally based on an annual review of such officer's performance by
the Compensation/Stock Option Committee. In establishing and administering the
variable elements in the compensation of the Company's executive officers, the
Compensation/ Stock Option Committee tries to recognize individual
contributions, as well as overall business results. Compensation levels are also
determined based upon the executive's responsibilities, the efficiency and
effectiveness with which he or she marshals resources and oversees the matters
under his or her supervision, and the degree to which he or she has contributed
to the accomplishments of major tasks that advance the Company's goals. The
Company's financial performance is a key factor that affects the overall level
of compensation for executive officers.

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EXECUTIVE OFFICER COMPENSATION

Each of the Company's executive officers is currently employed pursuant
to a multi-year employment agreement, the purpose of which is to retain the
services of such officer for an extended period and to protect the Company with
the establishment of no compete/no raid obligations for former executives. The
length of time employment agreements are extended into the future is a result of
a variety of factors, including the staggering of expiration dates of other
executive employment agreements, the roles and responsibilities of the executive
and a risk assessment of the executive being hired by a competitor of Valassis.
The minimum compensation to which each executive officer was entitled for 1998
is specified in the employment agreement, and the bonuses, which are a major
part of an executive's cash compensation, were based on the achievement by the
Company of certain earnings per share targets. No bonus is earned unless a
percentage of the earnings per share target with respect to each semi-annual
period determined by the Committee has been met by the Company. No aggregate
bonus may exceed 100 percent of an executive's annual base salary. Based on the
Company's earnings per share performance for 1998, each executive received
approximately 100 percent of his potential bonus.

Stock options and restricted stock are awarded to the executives by the
Compensation/Stock Option Committee. In determining the size of option and
restricted stock awards for a particular executive officer, the
Compensation/Stock Option Committee considers the amount of stock options and
restricted stock previously awarded to other executive officers in a like
position in addition to the other compensation considerations discussed above.

CHIEF EXECUTIVE OFFICER COMPENSATION

Mr. Schultz, the Company's former Chief Operating Officer, replaced the
Company's former chief executive officer as Chief Executive Officer as of June
2, 1998. In connection with such promotion, the Committee amended Mr. Schultz's
employment agreement as of September 15, 1998 to reflect a salary adjustment, an
extension and other compensation-related adjustments. Mr. Schultz is employed
under an employment agreement which expires on December 31, 2003. The level of
Mr. Schultz's salary and the semi-annual bonus to which he may be entitled for
the fiscal year ended December 31, 1998 is set forth in his employment
agreement. The amount of Mr. Schultz's aggregate bonuses for the fiscal year
ended December 31, 1998 was based on the achievement by the Company of certain
semi-annual earnings per share targets set by the Compensation/Stock Option
Committee. No bonus is earned unless at least 70 percent of the earnings per
share target has been met by the Company. Based on the Company's earnings per
share performance for 1998, Mr. Schultz received approximately 100 percent of
his potential bonus, or $442,700. In addition, Mr. Schultz received 7,500 shares
of restricted stock as of January 1, 1998 pursuant to his then-existing
employment agreement. Under his amended employment agreement, Mr. Schultz is
eligible to receive an additional 7,500 shares of restricted stock under the
Executive Restricted Stock Award Plan each year commencing in 1999 if the
Compensation/Stock Option Committee determines that a certain percentage of the
performance targets have been met and an additional 7500 shares of restricted
stock under the Executive Restricted Stock Award Plan if a higher percentage of
the performance targets have been met.

During the fiscal year ended December 31, 1998, Mr. Schultz was paid a
salary at a rate of $400,000 per year until September 15, 1998 and at a rate of
$550,000 per year thereafter under his employment agreement. The Committee
believes that Mr. Schultz's salary is reasonable in light of his outstanding
leadership through the years. The Committee believes that Mr. Schultz's
compensation level reflects the Committee's confidence in Mr. Schultz and the
Company's desire to retain Mr. Schultz's outstanding talents at the head of the
Company.

The Compensation/Stock Option Committee believes that the Company's most
direct competitors for executive talent are not necessarily the same companies
with which the Company would be compared for stock

16
19

performance purposes. Many of the businesses with which the Company competes for
executive talent are substantially larger and have greater financial resources
than the Company. The Committee believes that one of the Company's most direct
competitors is a non-publicly traded company for which no information regarding
stock performance or executive compensation is available.

The Compensation/Stock Option Committee feels that actions taken
regarding executive compensation are appropriate in view of the individual and
corporate performance.

In the event total compensation for any named executive officer exceeds
the $1 million threshold at which tax deductions are limited under Internal
Revenue Code Section 162(m), the Compensation/Stock Option Committee intends to
balance tax deductibility of executive compensation with its responsibility to
retain and motivate executives with competitive compensation programs. As a
result, the Compensation/Stock Option Committee may take such actions as it
deems to be in the best interests of the stockholders, including: (i) provide
non-deductible compensation above the $1 million threshold; (ii) require
deferral of a portion of the bonus or other compensation to a time when payment
may be deductible by the Company; and/or (iii) modify existing programs to
qualify bonuses and other performance-based compensation to be exempt from the
deduction limit.

This report by the Compensation/Stock Option Committee shall not be
deemed to be incorporated by reference by any general statement incorporating by
reference this Proxy Statement into any filing under the Securities Act of 1933
or the Securities Exchange Act of 1934 and shall not otherwise be deemed filed
under such Acts.

COMPENSATION/STOCK OPTION COMMITTEE

Ambassador Faith Whittlesey
Brian J. Husselbee
Marcella A. Sampson

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20

COMPENSATION/STOCK OPTION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the fiscal year ended December 31, 1998, Mark C. Davis, Brian M.
Powers and Ambassador Faith Whittlesey served on the Compensation/Stock Option
Committee until November 3, 1998, and Brian J. Husselbee, Marcella A. Sampson
and Ambassador Faith Whittlesey served on the Compensation/Stock Option
Committee after November 3, 1998. No committee member was involved in an
interlocking relationship nor insider participation with respect to the
Compensation/Stock Option Committee.

EMPLOYMENT CONTRACTS

On January 20, 1992, Inserts (which was merged with Valassis in March
1993) and Consolidated Press Holdings Limited entered into an employment
agreement with Mr. David A. Brandon, and Valassis and Inserts entered into
employment agreements with Mr. Robert L. Recchia and Mr. Barry P. Hoffman, and
on February 11, 1992, the Boards of Directors of Valassis and Inserts approved
employment agreements for Mr. Richard N. Anderson and Mr. Alan F. Schultz, and
as of January 17, 1994, Valassis entered into an employment agreement with Mr.
Herpich (each, as amended (except for Mr. Brandon's employment agreement), an
"Employment Agreement," and collectively, such employment agreements, as
amended, the "Employment Agreements"). The following summary of certain
provisions of the Employment Agreements and Mr. Brandon's employment agreement
does not purport to be complete and is subject to and is qualified in its
entirety by reference to the Employment Agreements. Copies of the Employment
Agreements are exhibits to the Company's Form 10-K and are available as
described under "Available Information."

During the fiscal year ended December 31, 1998, the Company extended Mr.
Anderson's Employment Agreement through June 30, 2001, Mr. Hoffman's Employment
Agreement through December 31, 2001, Mr. Recchia's Employment Agreement through
September 30, 2001 and Mr. Schultz's Employment Agreement through December 31,
2003. The Employment Agreement for Mr. Herpich expires on December 31, 2000. In
addition, during the fiscal year ended December 31, 1998, the Company increased
each of the executive's annual base salary. Mr. Anderson's Employment Agreement
provides that he is entitled to an annual base salary equal to $325,000. Mr.
Herpich's Employment Agreement provides that he is entitled to an annual base
salary equal to $235,000. Pursuant to their respective Employment Agreements,
Mr. Hoffman and Mr. Recchia are each entitled to an annual base salary equal to
$300,000. Mr. Schultz's Employment Agreement provides that he is entitled to an
annual base salary equal to $550,000. Further, during the fiscal year ended
December 31, 1998, the Company amended the Employment Agreements of each of Mr.
Anderson, Mr. Herpich, Mr. Hoffman and Mr. Recchia to provide that each such
executive is entitled to receive 1,500 shares of restricted stock for each year
during the term of his respective Employment Agreement pursuant to the Company's
Executive Restricted Stock Award Plan adopted July 10, 1995 and up to an
additional 3,000 shares of restricted stock for each year during the term of his
Employment Agreement if the Company achieves certain performance targets. During
the fiscal year ended December 31, 1998, the Company amended Mr. Schultz's
Employment Agreement to provide that he is entitled to receive up to 15,000
shares of restricted stock for each year during the term of his Employment
Agreement pursuant to the Executive Restricted Stock Award Plan adopted on July
10, 1995 if the Company achieves certain performance targets. Pursuant to the
terms of their respective Employment Agreements, all of these executives may be
entitled to semi-annual bonuses of up to 50% of their annual salary if the
Company achieves certain performance targets set by the Compensation/Stock
Option Committee. See "Compensation/Stock Option Committee Report on Executive
Compensation."

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21

Under the terms of all the Employment Agreements for the Named Executive
Officers, if Valassis terminates any of the executives' employment other than
for Cause (as defined in the respective Employment Agreements), or if the
executive terminates his employment for Good Reason (as defined in the
respective Employment Agreements), then Valassis shall continue to pay such
executive a base salary for the duration of the term of his Employment
Agreement, a lump sum cash bonus in an amount equal to two times his maximum
semi-annual cash bonus for the current six-month period (whether or not earned),
the executive's pro rata share of his semi-annual bonus for the six-month period
in which his employment terminates (based on the achievement of certain
performance targets at the end of the six-month period), any deferred
compensation and any accrued vacation pay to the date of termination. The
Employment Agreements provide that, under certain circumstances, Valassis shall
also maintain the executive's participation in all employee welfare and medical
benefit plans in which the executive was eligible to participate at the time of
his termination.

In the event of a termination by reason of death or disability of an
executive officer (as defined in the respective Employment Agreements), Valassis
shall pay to such executive or his estate in a lump sum his annual base salary
through the date of termination, an amount equal to the executive's pro rata
share of his semi-annual bonus for the six-month period in which his employment
terminates (based on the achievement of certain performance targets at the end
of the six-month period), any deferred compensation and any accrued vacation pay
to the date of termination.

If Valassis terminates the employment of any of the foregoing executive
officers for Cause, or any such executive officer terminates his employment with
the Company without Good Reason, the Company shall pay such executive officer
any compensation earned through the date of termination and any previously
deferred compensation, and the Company shall then have no further obligations to
such executive officer under his Employment Agreement.

Under the terms of their Employment Agreements, the executive officers
are prohibited from competing with the Company during the periods of their
scheduled employment with the Company. In the cases of Messrs. Anderson,
Herpich, Hoffman, Recchia and Schultz, this non-competition provision may
continue for up to two years following the scheduled termination of their
respective employment, at the Company's option, during which period the Company
is required to pay such executives, as applicable, their annual base salaries.
In the case of Mr. Schultz, during the fiscal year ended December 31, 1998, the
Company amended his Employment Agreement to provide that this non-competition
provision extends for seven years after the later of the expiration date of his
employment period or severance period, as the case may be, so long as the
Corporation pays Mr. Schultz his annual base salary during each of the first
three years of such seven year period and an amount equal to one-half of such
annual base salary during each of the last four years of such period.

While there are no specific change of control arrangements in the
Employment Agreements, a change of control of Valassis could result in one or
more of the executives being terminated other than for Cause, or one or more of
the executives terminating his employment for Good Reason. In either of such
events, the severance arrangements described above would apply.

OTHER EMPLOYMENT ARRANGEMENTS

During the fiscal year ended December 31, 1998, Mr. Brandon resigned as
Chief Executive Officer and President of the Company, and Mr. Schultz was
appointed to such positions. In connection therewith, the Company amended Mr.
Brandon's then existing employment agreement as of June 2, 1998. Mr. Brandon's
employment agreement, as amended, provided that Mr. Brandon be paid a salary at
a rate of $1,000,000 per year from the date of the agreement until June 30,
1998. During the period commencing July 1, 1998 ending December 31, 1998, Mr.
Brandon was paid an aggregate fee of $500,000 for Mr. Brandon's services as
Chairman

19
22

of the Board of Directors. In addition, in accordance with such agreement, Mr.
Brandon was eligible to receive a semi-annual cash bonus of up to $500,000 in
accordance with the Company's Senior Executive Annual Bonus Plan, as amended,
and 15,000 shares of Common Stock under the Company's Executive Restricted Stock
Award Plan. The Company waived the restrictions on such shares. Mr. Brandon's
employment agreement provides for a consulting period whereby Mr. Brandon will
serve as a consultant to the Company for a period of ten years commencing
January 1, 1999. Mr. Brandon's employment agreement provides that during the
consulting period, the Company will pay Mr. Brandon $1,000,000 (Mr. Brandon's
annual base salary in effect at the end of his employment) for the first three
years of the consulting period and will then pay Mr. Brandon one-half of such
annual base salary for an additional seven years thereafter. The Company took a
one-time charge of $6,000,000 in the fiscal quarter ended June 30, 1998 relating
to such consulting payments. Mr. Brandon is also entitled to participate in, and
continue during the consulting period to participate in, all of the health plan
benefits to which Mr. Brandon was entitled at the time of his termination.
During the Severance Period and any consulting period, Mr. Brandon is prohibited
from competing with the Company as described above. In addition, during the
fiscal year ended 1998, the Company amended the Non-Qualified Stock Option
Agreement dated as of December 8, 1997 between the Company and Mr. Brandon to
provide that the options granted thereunder are exercisable for 100% of the
shares of Common Stock underlying such options until June 30, 1999.

Pursuant to a letter agreement dated October 12, 1998 between the Company
and Mr. Brandon, the Company, in lieu of fringe benefits otherwise payable to
Mr. Brandon in accordance with his employment agreement, paid Mr. Brandon a lump
sum of $250,000.

2. APPROVAL OF THE AMENDED AND RESTATED LTIP (PROPOSAL 2)

BACKGROUND

The Board of Directors has deemed it appropriate to ask for approval of
the Amended and Restated LTIP by the stockholders of the Company. The purpose of
the Amended and Restated LTIP is to give the Company and its subsidiaries a
significant advantage in attracting, retaining and motivating officers,
employees and directors and to provide the Company and its subsidiaries with the
ability to provide incentives more directly linked to the profitability of the
Company's businesses and increases in stockholder value, thereby strengthening
the mutuality of interests between such employees and the Company's
stockholders. Reference should be made to Exhibit A for a complete statement of
the provisions of the Amended and Restated LTIP which are summarized below as
adopted by the Board of Directors on September 15, 1998 and amended by the Board
on January 12, 1999.

ADMINISTRATION

The Amended and Restated LTIP provides for administration by the
Compensation/Stock Option Committee (the "Committee") or any successor committee
the Board of Directors may designate, so long as such Committee is qualified
pursuant to Rule 16b-3 of the Exchange Act. Among the Committee's powers are the
authority to interpret the Amended and Restated LTIP, establish rules and
regulations for its operation, select officers, directors and employees of the
Company and its subsidiaries to receive options, and determine the form, amount
and other terms and conditions of options. The Committee also has the power to
modify or waive restrictions on options, to amend options and to grant
extensions and accelerations of options.

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23

TYPES OF OPTIONS

Under the Amended and Restated LTIP, the Committee may grant options to
purchase shares of the Common Stock of the Company in the form of "incentive
stock options" within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), and nonqualified options.

The Committee will, with regard to each stock option, determine the
number of shares subject to the option, the manner and time of the option's
exercise and vesting and the exercise price per share of stock subject to the
option. Stock options generally expire not later than ten years after the date
on which they are granted. The Committee may, in its discretion, among other
types of options, grant performance-based stock options or options based on
continued employment under the Amended and Restated LTIP. The exercise price of
a stock option will not be less than 100% of the fair market value of the Common
Stock on the date the option is granted, except that in the case of an incentive
stock option, the exercise price may not be less than 110% of the fair market
value of the Common Stock on the date the stock option is granted in the case of
any participant who at the time of grant owns, directly or by attribution, more
than 10% of the combined voting power of all classes of capital stock of the
Company (a "ten percent owner optionee"). In addition, the term of an incentive
stock option for a ten percent owner optionee cannot exceed five years from the
date of grant. The aggregate fair market value (determined at the time the
option is granted) of the Common Stock granted as incentive stock options to an
optionee that may become exercisable for the first time during any calendar year
cannot exceed $100,000 (or such other limit as may be imposed by the Code).

The option price may, at the discretion of the Committee, be paid by a
participant in cash, shares of Common Stock owned by the participant for at
least six months, a combination thereof or such other consideration as the
Committee may deem appropriate.

SHARES AUTHORIZED

The Amended and Restated LTIP authorizes the issuance of options to
purchase a maximum of 7,103,947 shares of Common Stock, as adjusted for certain
changes in the capitalization of the Company. If there is a lapse, expiration,
termination or cancellation of any option prior to the issuance of shares or if
shares are issued and thereafter are reacquired by the Company pursuant to
rights reserved upon issuance thereof, those shares may again be used for new
options under the Amended and Restated LTIP.

The maximum number of shares of Common Stock which may be made subject to
an option granted under the Amended and Restated LTIP to any participant in any
fiscal year during the term of the Amended and Restated LTIP is 1,000,000 shares
of Common Stock.

ELIGIBILITY OF PARTICIPATION

All of the Company's employees, officers and directors are eligible to
participate in the Amended and Restated LTIP. The selection of participants from
eligible employees is within the discretion of the Committee. Approximately
1,300 employees were eligible to participate in the Amended and Restated LTIP as
of February 11, 1999.

OTHER TERMS OF OPTIONS

The Amended and Restated LTIP provides that options shall not be
transferable otherwise than by will or the laws of descent and distribution.

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No stock option may be exercised unless the holder has been, at all times
during the period from the date of grant through the date of exercise, employed
by or performing services for Valassis or one of its affiliates, provided that
the Committee may determine, in its discretion, that such exercise may be made
for certain periods following the date on which a participant ceases to be
employed by or performing services for Valassis or one of its affiliates by
reason of retirement, disability, death or otherwise.

The Committee may permit a participant to elect to pay taxes required to
be withheld with respect to a stock option in any appropriate manner (including,
without limitation, by the surrender to the Company of shares of Common Stock
owned by such person or that would otherwise be distributed, or have been
distributed, as the case may be, pursuant to the exercise of such stock option).

The Amended and Restated LTIP provides that upon the occurrence of a
"change in control," all outstanding stock options become fully exercisable. A
"change of control" is deemed to have occurred if (a) any person becomes a
beneficial owner of securities of the Company representing more than 50% of the
voting power, (b) during any period of two consecutive years, individuals who at
the beginning of such period constituted the Board of Directors (including any
new director whose election was approved by the majority vote of directors who
were the directors at the beginning of the period), cease for any reason to
constitute a majority, (c) the stockholders of the Company approve a merger or
consolidation of the Company pursuant to certain conditions, or (d) the
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition of substantially all of the
Company's assets. In addition, the Committee, in its discretion may, at any
time, accelerate the exercisability of any stock option.

The Board of Directors may amend or suspend the Amended and Restated LTIP
at any time and from time to time for any purpose consistent with the goals of
the Amended and Restated LTIP, but any such amendment is subject to stockholder
approval where the absence of such stockholder approval would adversely affect
the compliance of the Amended and Restated LTIP with Rule 16b-3 promulgated
under the Exchange Act, or other applicable laws or regulations.

FEDERAL TAX TREATMENT

Under current law, the following U.S. federal income tax consequences
generally arise with respect to stock options under the Amended and Restated
LTIP.

A participant who is granted an incentive stock option does not recognize
any taxable income at the time of the grant or at the time of exercise.
Similarly, the Company is not entitled to any deduction at the time of grant or
at the time of exercise. If the participant makes no disposition of the shares
acquired pursuant to an incentive stock option before the later of two years
from the date of grant and one year from the date of exercise, any gain or loss
realized on a subsequent disposition of the shares will be treated as a
long-term capital gain or loss. Under such circumstances, the Company will not
be entitled to any deduction for federal income tax purposes.

A participant who is granted a nonqualified stock option will not have
taxable income at the time of grant, but will have taxable income at the time of
exercise equal to the difference between the exercise price of the shares and
the market value of the shares on the date of exercise. The Company is entitled
to a tax deduction for the same amount.

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Options Outstanding Under the Amended and Restated LTIP

As of February 28, 1999, nonqualified stock options to acquire 4,115,261
shares of Common Stock were outstanding and 286,433 shares of Common Stock were
available to be granted under the Amended and Restated LTIP. The Company has not
granted any incentive stock options to date. Most of the nonqualified stock
options have an exercise price equal to the fair market value of Valassis Common
Stock on the date of grant. Of the total number of nonqualified stock options
outstanding, 452,004 were vested as of February 28, 1999.

The following table sets forth information regarding the number of shares
subject to options granted under the Amended and Restated LTIP as of February
11, 1999 to: (i) all executive officers named in the Summary Compensation Table;
(ii) all current executive officers as a group; and (iii) all employees,
including all current executives who are not executive officers, as a group:

Number of Shares
Name Position Subject to Options
- --------------------------------------------------------------------------------------

Alan F. Schultz President and Chief Executive Officer 687,357

Richard N. Anderson Executive Vice President of 285,000
Manufacturing and Media

Robert L. Recchia Chief Financial Officer and Treasurer 275,000

Barry P. Hoffman Executive Vice President, 220,000
General Counsel and Secretary

Richard Herpich Executive Vice President of 236,000
Manufacturing Services

David A. Brandon Former President and __
Chief Executive Officer

All current executive officers __ 1,923,743
as a group (7 persons)

All other employees as a group __ 2,197,773
(1,109 persons)

- ---------------------------
The number of shares which may be subject to options to be granted to
such persons in the future is entirely within the discretion of the Committee
and is therefore not determinable at this time.

The closing price for the Company's Common Stock on April 1, 1999, as
reported on the NYSE, was $51.6875 per share.

VOTE REQUIRED FOR APPROVAL OF THE AMENDED AND RESTATED LTIP

Approval by the holders of a majority of the shares of Common Stock
represented in person or by proxy at the Annual Meeting is necessary for
stockholder approval of the Amended and Restated LTIP.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE AMENDED
AND RESTATED 1992 LONG-TERM INCENTIVE PLAN.

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3. RATIFICATION OF APPOINTMENT OF AUDITORS (PROPOSAL 3)

The Board of Directors has appointed the firm of Deloitte & Touche LLP,
independent certified public accountants ("Deloitte & Touche"), as the auditors
of the Company for the 1999 fiscal year, subject to the ratification of such
appointment by the stockholders at the Annual Meeting. Deloitte & Touche has
audited the Company's financial statements since the fiscal year ended December
31, 1997. Such accounting firm was engaged in replacement of Ernst & Young LLP,
independent auditors ("Ernst & Young"), on September 23, 1997, who had
previously been engaged for the same purpose, and whose dismissal was effective
the same date. The decision to change the Company's accountants was approved by
the Audit Committee of the Company's Board of Directors, was ratified by the
Company's Board of Directors and was based on the Company's desire to appoint a
new independent auditor after its former majority stockholder, Conpress
International (Netherlands Antilles) N.V. (with whom Ernst & Young has had a
long-standing working relationship) sold all of its shares of common stock in
the Company in July 1997.

The reports of Ernst & Young on the Company's financial statements for
the two fiscal years ended December 31, 1996 did not contain an adverse opinion
or disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles. In addition, during the two years ended
December 31, 1996 and in the subsequent interim period ended September 23, 1997,
there were no disagreements with Ernst & Young on any matter of accounting
principles or practices, financial statement disclosure or auditing scope of
procedure, which disagreements, if not resolved to the satisfaction of Ernst &
Young, would have caused it to make reference to the subject matter of the
disagreements in connection with its reports.

If the appointment of Deloitte & Touche for the 1999 fiscal year is not
ratified by the stockholders, the Board of Directors will appoint other
independent accountants whose appointment for any period subsequent to the next
Annual Meeting of Stockholders will be subject to the approval of stockholders
at that meeting. A representative of Deloitte & Touche is expected to be present
at the Annual Meeting and will have an opportunity to make a statement should he
or she so desire and to respond to appropriate questions.

Ratification of the selection of Deloitte & Touche as independent public
accountants will require the affirmative vote of holders of a majority of the
shares of the Common Stock present in person or represented by proxy at the
Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF DELOITTE AND TOUCHE.

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GENERAL

OTHER MATTERS

The Board of Directors does not know of any matters that are to be
presented at the Annual Meeting other than those stated in the Notice of Annual
Meeting and referred to in this Proxy Statement. If any other matters should
properly come before the Annual Meeting, it is intended that the proxies in the
accompanying form will be voted as the persons named therein may determine in
their discretion.

The Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1998 and the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998 are being mailed to stockholders together with this
Proxy Statement.

SOLICITATION OF PROXIES

The cost of solicitation of proxies in the accompanying form will be
borne by the Company, including expenses in connection with preparing and
mailing this Proxy Statement. In addition to solicitation of proxies by mail,
directors, officers and employees of the Company (who will receive no additional
compensation therefore) may solicit the return of proxies by telephone, telegram
or personal interview. Arrangements have also been made with brokerage houses
and other custodians, nominees and fiduciaries for the forwarding of
solicitation material to the beneficial owners of stock held of record by such
persons, and the Company will reimburse them for reasonable out-of-pocket
expenses incurred by them in connection therewith.

Each holder of the Company's Common Stock who does not expect to be
present at the Annual Meeting or who plans to attend but who does not wish to
vote in person is urged to fill in, date and sign the proxy and return it
promptly in the enclosed return envelope.

STOCKHOLDER PROPOSALS

If any stockholder of the Company intends to present a proposal for
consideration at the next Annual Meeting of Stockholders and desires to have
such proposal included in the proxy statement and form of proxy distributed by
the Board of Directors with respect to such meeting, such proposal must be
received at the Company's principal executive offices, 19975 Victor Parkway,
Livonia, Michigan 48152, Attention: Barry P. Hoffman, Executive Vice President,
Secretary and General Counsel not later than December 13, 1999. Stockholders
wishing to bring a proposal before the next Annual Meeting of Stockholders (but
not include it in the Company's proxy statement and form of proxy relating to
such Annual Meeting) must cause written notice of the proposal to be received by
Barry P. Hoffman at the Company's principal executive offices at the address set
forth above by no later than February 28, 2000.

By Order of the Board of Directors

BARRY P. HOFFMAN
Secretary

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EXHIBIT A

VALASSIS COMMUNICATIONS, INC.
AMENDED AND RESTATED
1992 Long-Term Incentive Plan

1. Purpose. The purpose of the Amended and Restated l992 Long-Term
Incentive Plan (the "Plan") is to advance the interests of Valassis
Communications, Inc. (the "Company") and its shareholders by providing
incentives to employees, officers, directors of the Company and its affiliates
and to certain other individuals who perform services for these entities,
including those who contribute significantly to the strategic and long-term
performance objectives and growth of the Company and its affiliates.

2. Administration. The Plan shall be administered solely by the
Compensation/Stock Option Committee (the "Committee") of the Board of Directors
(the "Board") of the Company, as such Committee is from time to time
constituted, or any successor committee the Board may designate to administer
the Plan; provided that if at any time Rule 16b-3 or any successor rule ("Rule
16b-3") under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), so permits without adversely affecting the ability of the Plan or any
transactions involving a grant or award thereunder to comply with the conditions
for exemption from Section 16 of the Exchange Act (or any successor provision)
provided by Rule 16b-3, the Committee may delegate the administration of the
Plan in whole or in part, on such terms and conditions, and to such person or
persons as it may determine in its discretion, as it relates to persons not
subject to Section 16 of the Exchange Act (or any successor provision). The
membership of the Committee or such successor committee shall be constituted so
as to comply at all times with the applicable requirements of Rule 16b-3. Each
member of the Committee shall be a "non-employee director" under Rule 16b-3;
provided that if at any time Rule 16b-3 so permits without adversely affecting
the ability of the Plan or any transactions involving a grant or award
thereunder to comply with the conditions for exemption from Section 16 of the
Exchange Act (or any successor provision) provided by Rule 16b-3, one or more
members of the Committee may fail to be a "non-employee director."

The Committee has all the powers vested in it by the terms of the Plan
set forth herein, such powers to include exclusive authority (except as may be
delegated as permitted herein and described in the foregoing paragraph) to
select the employees and other individuals to be granted options under the Plan
("Options"), to determine the type, size and terms of the grant of Options to be
made to each individual selected, to modify the terms of any Option that has
been granted, to determine the time when Options will be granted, to make any
adjustments necessary or desirable as a result of the granting of Options to
eligible individuals located outside the United States and to prescribe the form
of the instruments embodying Option Agreements (as hereinafter defined) made
under the Plan. The Committee is authorized to interpret the Plan and the
Options granted under the Plan, to establish, amend and rescind any rules and
regulations relating to the Plan, and to make any other determination, which it
deems necessary or desirable for the administration of the Plan. The Committee
(or its delegate as permitted herein) may correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in any Option in the
manner and to the extent the Committee deems necessary or desirable to carry it
into effect. Any decision of the Committee (or its delegate as permitted herein)
in the interpretation and administration of the Plan, as described herein, shall
lie within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned. The Committee may act only by a majority of
its members in office, except that the members thereof may authorize any one or
more of their members or any officer of the Company or its Affiliates (as
hereinafter defined) to execute and deliver documents or to take any other
ministerial action on behalf of the Committee with respect to Options granted or
to be granted to Plan participants. No member of the Committee and no officer of
the Company or its Affiliates shall be liable for anything done or omitted to be
done by him or her, by any other member of the Committee or by any officer of
the Company or its Affiliates in connection with the performance of duties under
the Plan, except for his or her own willful misconduct or as expressly provided
by statute.

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3. Participation.

(a) Affiliates. If an Affiliate of the Company wishes to participate in
the Plan and its participation shall have been approved by the Board upon the
recommendation of the Committee, the board of directors or other governing body
of the Affiliate shall adopt a resolution in form and substance satisfactory to
the Committee authorizing participation by the Affiliate in the Plan with
respect to its employees or other individuals performing services for it. As
used herein, the term "Affiliate" means any entity that directly or indirectly
through one or more intermediaries, controls, is controlled by or is under
common control with the Company as determined by the Committee in its
discretion. Notwithstanding the foregoing, all of the Company's wholly-owned
subsidiaries are deemed to be Affiliates entitled to participate in the Plan,
subject to any additional conditions as may be required by any applicable
foreign laws.

An Affiliate participating in the Plan may cease to be a participating
company at any time by action of the Board or by action of the board of
directors or other governing body of such Affiliate, which latter action shall
be effective not earlier than the date of delivery to the Secretary of the
Company of a certified copy of a resolution of the Affiliate's board of
directors or other governing body taking such action. If the participation in
the Plan of an Affiliate shall terminate, such termination shall not relieve it
of any obligations theretofore incurred by it, except as may be approved by the
Committee in its discretion.

(b) Participants. All of the Company's employees, officers and directors
are eligible to participate in the Plan. Consistent with the purposes of the
Plan, the Committee shall have exclusive power (except as may be delegated as
permitted herein) to select the employees, officers and directors and other
individuals performing services for the Company, including consultants or
independent contractors and others who perform services for the Company and its
Affiliates, who may be granted Options under the Plan. Eligible individuals may
be selected individually or by groups or categories, as determined by the
Committee in its discretion.

4. Options under the Plan.

(a) Options. Options, which include Options that meet the requirements of
Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code")
("Incentive Stock Options"), Options that are not Incentive Stock Options
("Non-Qualified Stock Options") or combinations thereof, are rights to purchase
common shares of the Company, par value $0.01 per share (the "Common Shares").
Non-Qualified Stock Options and Incentive Stock Options are subject to the
terms, conditions and restrictions specified in Paragraph 5.

(b) Maximum Number of Shares that May Be Issued. There may be issued
under the Plan an aggregate of not more than 7,103,947 Common Shares, subject to
adjustment as provided in Paragraph 8. The maximum number of Common Shares which
may be made subject to an Option granted under the Plan to any participant in
any fiscal year during the term of the Plan is 1,000,000 Common Shares.

(c) Rights with respect to Common Shares and Other Securities. Unless
otherwise determined by the Committee in its discretion, a participant to whom a
grant of an Option is made (and any person succeeding to such a participant's
rights pursuant to the Plan) shall have no rights as a stockholder with respect
to any Common Shares or as a holder with respect to other securities, if any,
issuable pursuant to any such Option until the date of the issuance of a stock
certificate to him or her for such Common Shares or other instrument of
ownership, if any. Except as provided in Paragraph 8, no adjustment shall be
made for dividends, distributions or other rights (whether ordinary or
extraordinary, and whether in cash, securities, other property or other forms of
consideration, or any combination thereof) for which the record date is prior to
the date such stock certificate or other instrument of ownership, if any, is
issued.

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5. Conditions and Restrictions. An Incentive Stock Option may be granted
only to an eligible employee of the Company or its parent or subsidiary
corporation. Each Option granted under the Plan shall be evidenced by an
instrument ("Option Agreement") in such form as the Committee shall prescribe
from time to time in accordance with the Plan and shall comply with the
following terms and conditions, and with such other terms and conditions,
including, but not limited to, restrictions upon the Option or the Common Shares
issuable upon exercise thereof, as the Committee, in its discretion, shall
establish:

(a) The option price may be equal to, or greater than, the Fair Market
Value (as hereinafter defined) of the Common Shares subject to such Option at
the time the Option is granted; provided, however, (i) that in the case of an
Incentive Stock Option granted to such an employee who owns stock representing
more than ten percent of the voting power of all classes of stock of the Company
or of its parent or subsidiary (a "Ten Percent Employee"), such option price
shall not be less than 110% of such Fair Market Value at the time the Option is
granted; and (ii) that in the case of all Options granted effective as of the
consummation of the initial public offering of the Common Shares (the "Initial
Public Offering"), the option price shall be equal to the public offering price
per share in such Initial Public Offering.

(b) The Committee shall determine the number of Common Shares to be
subject to each Option. Options shall become exercisable in installments, if
any, as provided by the Committee.

(c) Except as may be approved by the Committee where such approval shall
not adversely affect compliance of the Plan with Rule 16b-3 under the Exchange
Act or Section 422 of the Code or where such approval shall not adversely affect
the participant's tax treatment on the grant of Non-Qualified Options under the
Code and applicable regulations, any Option offered pursuant to the Plan shall
not be transferable other than by will or the laws of descent and distribution
and shall be exercisable during the participant's lifetime only by him or her,
and a participant's rights and interest under the Plan may not be assigned or
transferred, hypothecated or encumbered in whole or in part either directly or
by operation of law or otherwise (except in the event of a participant's death)
including, but not by way of limitation, execution, levy, garnishment,
attachment, pledge, bankruptcy or in any other manner.

(d) The Option shall not be exercisable:

(i) in the case of any Incentive Stock Option granted to a
Ten Percent Employee, after the expiration of five years from the date
it is granted, and, in the case of any other Option, after the
expiration of ten years from the date it is granted. Any Option may be
exercised during such period only at such time or times and in such
installments as the Committee may establish;

(ii) unless payment in full is made for the shares being
acquired thereunder at the time of exercise. Such payment shall be
made in such form (including, but not limited to, cash, Common Shares
owned by the participant for at least six months, or any combination
thereof) as the Committee may determine in its discretion; and

(iii) unless the person exercising the Option has been, at
all times during the period beginning with the date of the grant of
the Option and ending on the date of such exercise, employed by or
otherwise performing services for the Company or an Affiliate, or a
corporation, or a parent or subsidiary of a corporation, substituting
or assuming the Option in a transaction to which Section 424(a) of the
Code is applicable, except that, in the discretion of the Committee:

A. if such person shall cease such employment
or performance of services by reason of his Disability
(as defined in Paragraph 7) or early, normal

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or deferred retirement under an approved retirement
program of the Company or an Affiliate (or such other
plan or arrangement as may be approved by the
Committee, in its discretion, for this purpose) while
holding an Option which has not expired and has not
been fully exercised, such person may exercise the
Option with respect to any Common Shares as to which
he or she could have exercised the Option on the date
he ceased such employment or performance of services
(and, if the Committee so determines, with respect to
any or all Common Shares under such Option as to which
he could not then have otherwise exercised such
Option) for an additional period of up to three years
after the date he or she ceased such employment or
performance of services (but in no event after the
expiration date of the Option); or

B. if such person shall cease such employment
or performance of services by reason of death while
holding an Option that has not expired and has not
been fully exercised, his or her executors,
administrators, heirs or distributees, as the case may
be, may, at any time within one year (or such other
period determined by the Committee) after the date of
death (but in no event after the expiration date of
the Option), exercise the Option with respect to any
Common Shares as to which the decedent could have
exercised the Option at the time of his or her death
(and if the Committee so determines, with respect to
any or all Common Shares subject to such Option as to
which the decedent could not then have otherwise
exercised such option); and

C. if such person shall cease such employment
or performance of services for any reason other than
Disability, early, normal or deferred retirement or
death, while holding an Option which has not expired
and has not been fully exercised, such person may
exercise the Option with respect to any Common Shares
as to which he or she could have exercised the Option
on the date he or she ceased such employment or
performance of services (and, if the Committee so
determines, with respect to any or all Common Shares
under the Option as to which he or she could not then
have otherwise exercised the Option) for such
additional period, if any, following the date he or
she ceased such employment or performance of services,
that the Committee may determine (but in no event
after the expiration date of the Option).

(e) For purposes of this Plan, "Fair Market Value" per Common Share as of
a particular date shall mean (i) the closing sales price per Common Share on a
national securities exchange for the last preceding date on which there was a
sale of such Common Shares on such exchange, or (ii) if Common Shares are then
traded on an over-the-counter market, the average of the closing bid and asked
prices for the Common Shares in such over-the-counter market for the last
preceding date on which there was a sale of such Common Shares in such market,
or (iii) if the shares of Common Shares are not then listed on a national
securities exchange or traded in an over-the-counter market, such value as the
Committee in its discretion may determine.

(f) In the case of an Incentive Stock Option, the amount of the aggregate
Fair Market Value of Common Shares (determined at the time of grant of the
Option pursuant to subparagraph 5(a) of the Plan), with respect to which
incentive stock options are exercisable for the first time by an employee during
any calendar year (under all such plans of his or her employer corporation and
its parent and subsidiary corporations) shall not exceed $100,000.

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(g) It is the intent of the Company that Non-Qualified Stock Options
granted under the Plan not be classified as Incentive Stock Options, that the
Incentive Stock Options granted under the Plan be consistent with and contain or
be deemed to contain all provisions required under Section 422 and the other
appropriate provisions of the Code and any implementing regulations (and any
successor provisions thereof), and that any ambiguities in construction shall be
interpreted in order to effectuate such intent. The Agreements providing
Non-Qualified Stock Options shall provide that such Options are not Incentive
Stock Options for purposes of Section 422 of the Code. Furthermore, the intent
of the Company is that all Stock Options granted under this Plan shall be Stock
Options with fixed and determinable terms, and not options with variable terms,
all within the meaning of Accounting Principles Board Opinion No. 25; all
ambiguities in construction of Stock Option Agreements shall be so interpreted,
and all Stock Option Agreements shall be deemed supplemented to the extent
necessary effectuate to this intent and contrary provisions disregarded. Without
limiting the foregoing all Stock Options granted under the Plan shall fully vest
no later than the end of five years following the grant of the option and shall
be exercisable until a date no earlier than the end of the seventh year
following the grant of the option, unless a different vesting and exercise
schedule specific as to date is contained in the Stock Option Agreement and
subject to any requirements of continued employment in the Stock Option
Agreement.

6. Amendment or Substitution of Options under the Plan. The terms of any
outstanding Option under the Plan may be amended from time to time by the
Committee in its discretion in any manner that it deems appropriate (including,
but not limited to, acceleration of the date of exercise of any Option) provided
that no such amendment shall adversely affect in a material manner any right of
a participant under the Option without his or her written consent, unless the
Committee determines in its discretion that there have occurred or are about to
occur significant changes in the participant's position, duties or
responsibilities, or significant changes in economic, legislative, regulatory,
tax, accounting or cost/benefit conditions which are determined by the Committee
in its discretion to have or to be expected to have a substantial effect on the
performance of the Company, Affiliate, division or department thereof, on the
Plan or on any Option under the Plan. The Committee may, in its discretion,
permit holders of Options under the Plan to exchange outstanding Options for the
grant of new Options, or require holders of Options to surrender outstanding
Options as a condition precedent to the grant of new Options under the Plan.

7. Disability. For the purposes of this Plan, a participant shall be
deemed to have terminated his employment or performance of services for the
Company and its Affiliates by reason of Disability, if the participant is absent
from his or her duties with the Company or an Affiliate for a period of at least
180 days during any 12 month period as a result of incapacity due to a mental or
physical illness. The method of establishing Disability shall be a good faith
determination by the Committee.

8. Dilution and Other Adjustments. In the event of any change in the
outstanding Common Shares of the Company by reason of any stock split, stock
dividend, split-up, split-off, spin-off, recapitalization, merger,
consolidation, rights offering, share offering, reorganization, combination or
exchange of shares, a sale by the Company of all or part of its assets, or in
the event of any distribution to stockholders other than a normal cash dividend,
or other extraordinary or unusual event, if the Committee shall determine, in
its discretion, that such change equitably requires an adjustment in the terms
of any Option or the number of Common Shares available for Options, such
adjustment may be made by the Committee and shall be final, conclusive and
binding for all purposes of the Plan.

9. Designation of Beneficiary by Participant. A participant may name a
beneficiary to receive any payment to which he or she may be entitled in respect
of any Option under the Plan in the event of his or her death, on a written form
to be provided by and filed with the Committee, and in a manner determined by
the Committee in its discretion. The Committee reserves the right to review and
approve beneficiary designations. A participant may change his or her
beneficiary from time to time in the same manner, unless such participant has

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33

made an irrevocable designation. Any designation of beneficiary under the Plan
(to the extent it is valid and enforceable under applicable law) shall be
controlling over any other disposition, testamentary or otherwise, as determined
by the Committee in its discretion. If no designated beneficiary survives the
participant and is living on the date on which any amount becomes payable to
such participant's beneficiary, such payment will be made to the legal
representatives of the participant's estate, and the term "beneficiary" as used
in the Plan shall be deemed to include such person or persons. If there is any
question as to the legal right of any beneficiary to receive a distribution
under the Plan, the Committee in its discretion may determine that the amount in
question be paid to the legal representatives of the estate of the participant,
in which event the Company, the Board and the Committee and the members thereof
will have no further liability to anyone with respect to such amount.

10. Change in Control.

(a) Upon the occurrence of a Change in Control (as hereinafter defined),
each Option that is outstanding on the date of such Change in Control shall be
exercisable in full immediately (whether or not then exercisable).

(b) For this purpose, a Change in Control shall be deemed to have
occurred if:

(i) any Person (as defined below) is or becomes the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company (not including in
the securities beneficially owned by such Person any securities
acquired directly from the Company or its Affiliates) representing
more than 50% of the combined voting power of the Company's then
outstanding securities; or

(ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board
and any new director (other than a director designated by a Person who
has entered into an agreement with the Company to effect a transaction
described in clause (i), (iii) or (iv) of this paragraph) whose
election by the Board or nomination for election by the Company's
shareholders was approved by a vote of a majority of the directors
then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority thereof; or

(iii) the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, which merger
or consolidation is consummated, other than (A) a merger or
consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting
securities of the surviving entity), in combination with newly
acquired ownership acquired in such transaction by any trustee or
other fiduciary holding securities under an employee benefit plan of
the Company or an Affiliate, at least 50% of the combined voting power
of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or (B) a
merger or consolidation effected to implement a recapitalization of
the Company (or similar transaction) in which no Person acquires more
than 50% of the combined voting power of the Company's then
outstanding securities; or

(iv) the shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or
disposition by the Company to any Person of all or substantially all
the Company's assets, which liquidation, sale or disposition is
consummated.

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34

For purposes of this subsection 10(b), Person shall have the meaning
given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections
13(d) and 14(d) thereof; however, a Person shall not include (1) the Company or
any of its Affiliates; (2) a trustee or other fiduciary holding securities under
an employee benefit plan of the Company or any of its Affiliates; (3) an
underwriter temporarily holding securities pursuant to an offering of such
securities; or (4) a corporation owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportion as their
ownership of stock of the Company.

11. Miscellaneous Provisions.

(a) No employee or other person shall have any claim or right to be
granted an Option under the Plan. Determinations made by the Committee under the
Plan need not be uniform and may be made selectively among eligible individuals
under the Plan, whether or not such eligible individuals are similarly situated.
Neither the Plan nor any action taken hereunder shall be construed as giving any
employee or other person any right to continue to be employed by or perform
services for the Company or any Affiliate, and the right to terminate the
employment of or performance of services by any participant at any time and for
any reason is specifically reserved.

(b) No participant or other person shall have any right with respect to
the Plan, the Common Shares reserved for issuance under the Plan or in any
Option, contingent or otherwise, until written evidence of the Option shall have
been delivered to the recipient and all the terms, conditions and provisions of
the Plan and the Option applicable to such recipient (and each person claiming
under or through him or her) have been met.

(c) No Common Shares, other Company securities or property, or other
forms of payment shall be issued hereunder with respect to any Option unless
counsel for the Company shall be satisfied that such issuance will be in
compliance with applicable federal, state, local and foreign legal, securities
exchange and other applicable requirements.

(d) The Company and its Affiliates shall have the right to deduct from
any payment made under the Plan any federal, state, local or foreign income or
other taxes required by law to be withheld with respect to such payment. It
shall be a condition to the obligation of the Company to issue Common Shares,
other securities or property, or other forms of payment, or any combination
thereof, upon exercise of any Option under the Plan, that the participant (or
any beneficiary or person entitled to act) pay to the Company, upon its demand,
such amount as may be requested by the Company for the purpose of satisfying any
liability to withhold federal, state, local or foreign income or other taxes. If
the amount requested is not paid, the Company may refuse to issue Common Shares,
other securities or property, or other forms of payment, or any combination
thereof. Notwithstanding anything in the Plan to the contrary, the Committee
may, in its discretion, permit a participant (or any beneficiary or person
entitled to act) to elect to pay a portion or all of the amount requested by the
Company for such taxes with respect to such Option, at such time and in such
manner as the Committee shall deem to be appropriate including, but not limited
to, by authorizing the Company to withhold, or agreeing to surrender to the
Company on or about the date such tax liability is determinable, Common Shares,
other Company securities or property, or other forms of payment, or any
combination thereof, owned by such person or a portion of such forms of payment
that would otherwise be distributed, or have been distributed, as the case may
be, pursuant to such Option to such person, having a fair market value equal to
the amount of such taxes.

(e) The expenses of the Plan shall be borne by the Company.

(f) By accepting any Option under the Plan, each participant and each
person claiming under or through him or her shall be conclusively deemed to have
indicated his or her acceptance and ratification of, and consent to, any action
taken by the Company, the Board or the Committee or its delegates.

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35

(g) Fair market value in relation to securities (other than Common
Shares) or property or other forms of payment of Options under the Plan, or any
combination thereof, as of any specific time shall mean such value as determined
by the Committee in accordance with applicable law.

(h) The masculine pronoun includes the feminine and the singular includes
the plural wherever appropriate.

(i) The appropriate officers of the Company shall cause to be filed any
reports, returns or other information regarding Options hereunder or any Common
Shares issued pursuant hereto as may be required by Section 13 or 15(d) of the
Exchange Act (or any successor provision) or any other applicable statute, rule
or regulation.

(j) The validity, construction, interpretation, administration and effect
of the Plan, and of its rules and regulations, and rights relating to the Plan
and to Options granted under the Plan, shall be governed by the substantive
laws, but not the choice of law rules, of the State of Delaware.

12. Plan Amendment or Suspension. The Plan may be amended or suspended in
whole or in part at any time and from time to time by the Board, but no
amendment shall be effective unless and until the same is approved by
shareholders of the Company where the failure to obtain such approval would
adversely affect the compliance of the Plan with Rule 16b-3 under the Exchange
Act and with other applicable law. No amendment or suspension of the Plan shall
adversely affect in a material manner any right of any participant with respect
to any Option theretofore granted without such participant's written consent,
except as permitted under Paragraph 8.

13. Effective Date and Duration of Plan.

(a) This Plan shall be effective as of March 18, 1992.

(b) This Plan shall terminate upon the earlier of the following dates or
event to occur:

(i) upon the adoption of a resolution of the Board
terminating the Plan; or

(ii) ten years from February 24, 1992, the date the Plan was
initially approved and adopted by the sole shareholder of the Company,
provided, however, that the Board may, prior to the expiration of such
ten-year period, extend the term of the Plan for an additional period
of up to five years for the grant of Non-Qualified Stock Options. No
termination of the Plan shall materially alter or impair any of the
rights or obligations of any person, without his or her consent, under
any Option theretofore granted under the Plan except that subsequent
to termination of the Plan, the Committee may make amendments
permitted under Paragraph 8.

The Plan was originally approved by the sole shareholder of the Company
on February 24, 1992 and amended and restated by the Board of Directors on
September 15, 1998.

36
VALASSIS COMMUNICATIONS, INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS, TUESDAY, MAY 18, 1999

The undersigned stockholder of VALASSIS COMMUNICATIONS, INC., a Delaware
corporation, hereby appoints Alan F. Schultz, Robert L. Recchia and Barry P.
Hoffman or any of them, voting singly in the absence of the others, attorney
and proxies, with full power of substitution and revocation, to vote, as
designated on the reverse side, all shares of Common Stock of Valassis
Communications, Inc., that the undersigned is entitled to vote at the Annual
Meeting of Stockholders of said Corporation to be held at The Pierre Hotel, 2
East 61st Street, New York City, New York 10021 on May 18, 1999, at 9:00 a.m.
(local time) or any adjournment or adjournments thereof, in accordance with the
instructions on the reverse side.

This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. IF NO DIRECTION IS MADE, THE PROXY WILL
BE VOTED "FOR" ALL NOMINEES IN PROPOSAL NO. 1, "FOR" PROPOSAL NO. 2 and "FOR"
PROPOSAL NO. 3. The proxies are authorized to vote as they may determine in
their discretion upon such other business as may properly come before the
meeting.

VALASSIS COMMUNICATIONS, INC.
P.O. BOX 11062
NEW YORK, N.Y. 10203-0062

(Continued and to be dated and signed on the other side.)

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES IN PROPOSAL NO. 1,
"FOR" PROPOSAL NO. 2 AND "FOR" PROPOSAL NO. 3.

1. ELECTION OF DIRECTORS FOR all nominees [ ] WITHHOLD AUTHORITY [ ] EXCEPTIONS [ ]
listed below to vote for all
nominees listed
below

Nominees: Richard N. Anderson, Patrick F. Brennan, Seth Goldstein, Brian J. Husselbee,
Robert L. Recchia, Marcella A. Sampson, Alan F. Schultz and Faith Whittlesey (INSTRUCTION:
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "EXCEPTIONS" BOX AND
WRITE THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW.)

Exceptions _____________________________________________________________________

2. The approval of the Company's Amended and Restated 1992 Long-Term Incentive Plan.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. The ratification of the appointment of Deloitte & Touche LLP as auditors for the fiscal
year ending December 31, 1999.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

4. The proxies are authorized to vote as they may determine in their discretion upon such other
business as may properly come before the meeting.

CHANGE OF ADDRESS AND/OR COMMENTS MARK HERE [ ]

Please sign exactly as name appears to the left.
When shares are held in the name of joint holders,
each should sign. When signing as attorney,
executor, trustee, guardian, etc., please so
indicate. If a corporation, please sign in full
corporate name by an authorized officer; if a
partnership, please sign in partnership name by
an authorized person.

Dated __________________________, 1999

_______________________________________________
Signature

_______________________________________________
Signature, if held jointly

PLEASE MARK, DATE, SIGN AND MAIL YOUR PROXY Votes must be indicated [x] in black or blue ink.
PROMPTLY IN THE ENVELOPE PROVIDED.