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.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing, 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)(4) and 0-11.

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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[_] 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:

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT

TO BE HELD MAY 15, 2001

The Annual Meeting of Stockholders of Valassis Communications, Inc.
("Valassis" or the "Company") will be held at Valassis Corporate Headquarters,
19975 Victor Parkway, Livonia, Michigan 48152 on the 15th day of May 2001, 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) reapprove and extend the Executive Restricted Stock Plan, as amended
to satisfy certain Internal Revenue Code requirements;

(3) reapprove the Senior Executives Bonus Plan, as amended to satisfy
certain Internal Revenue Code requirements;

(4) ratify the selection of Deloitte & Touche LLP as independent auditors
for the Company for the 2001 fiscal year; and

(5) transact such other business as may properly come before the Annual
Meeting or any adjournment or adjournments thereof.

The Board of Directors has fixed the close of business on April 2, 2001 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 16, 2001

VALASSIS COMMUNICATIONS, INC.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 15, 2001

INTRODUCTION

This Proxy Statement is being furnished to stockholders of record of
Valassis Communications, Inc. ("Valassis" or the "Company") as of April 2, 2001
("Record Date"), in connection with the solicitation by the Board of Directors
of Valassis of proxies for the 2001 Annual Meeting of Stockholders ("Annual
Meeting") to be held at Valassis Corporate Headquarters, 19975 Victor Parkway,
Livonia, Michigan 48152 on May 15, 2001 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 16, 2001.

OUTSTANDING STOCK AND VOTING RIGHTS

The Board of Directors has fixed the close of business on April 2, 2001 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 53,442,892 shares of Common Stock outstanding. 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.

On April 1, 1999, a committee of the Board of Directors of the Company
declared a three-for-two stock split that was effected in the form of a special
distribution on May 12, 1999 to stockholders of record as of April 16, 1999 (the
"Stock Split"). All shares of Common Stock reported in this Proxy Statement,
including percentages of stock ownership, amount and exercise prices of
outstanding stock options, shares reserved under the Company's employee benefit
plans and stockholdings of executive officers, directors and 5% beneficial
holders takes into effect the Stock Split.

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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

To the Company's knowledge, as of February 23, 2001, 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 Class Name and Address of Beneficial Owner Beneficial Ownership Percent of Class
- ------------------------------------------------------------------------------------------------------------

Common Stock Goldman Sachs Asset Management/(1)/ 4,750,137 8.9%
32 Old Slip
New York, New York 10005

Common Stock Wallace R. Weitz & Company/(2)/ 4,098,950 7.7%
1125 South 103/rd/ Street, Suite 600
Omaha, Nebraska 68124

Common Stock Janus Capital Corporation/(3)/ 4,089,858 7.6%
100 Fillmore Street
Denver, Colorado 80206
============================================================================================================

/(1)/ According to information contained in a Schedule 13G filing with the
Securities and Exchange Commission ("SEC") on February 11, 2001, Goldman
Sachs Asset Management ("GS") has sole voting power with respect to
3,022,940 shares of Common Stock and sole dispositive power with respect
to 4,750,137 shares of Common Stock. In addition, according to such
filing, GS disclaims 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, or both, and (ii)
certain investment entities, of which an affiliate of GS is the general
partner, managing general partner or other manager, to the extent
interests in such entities are held by persons other than GS.

/(2)/ According to information contained in a Schedule 13G filing with the SEC
on February 2, 2001, Wallace R. Weitz & Company has sole voting and
dispositive power with respect to 4,098,950 shares of Common Stock and
Wallace R. Weitz has shared voting and dispositive power over such shares
of Common Stock.

/(3)/ According to information contained in a Schedule 13G filing with the SEC
on February 15, 2001, Janus Capital Corporation and Thomas H. Bailey each
have sole voting and sole dispositive power over the 4,089,858 shares of
Common Stock.

DIRECTORS AND EXECUTIVE OFFICERS

The Board of Directors presently is comprised of eight directors. All
directors elected at the 2001 Annual Meeting will serve until the next Annual
Meeting or until their respective successors are duly elected and qualified.

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
"Withhold" 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, 55, has served as a director of Valassis since
December 1998. He has served as Executive Vice President of Manufacturing and
Purchasing of Valassis since 1992 and served as Group Vice President of Valassis
Inserts, Inc., the Company's former subsidiary ("Inserts") from 1986 through
1992. Mr. Anderson held various management positions with Inserts, including
Division Vice President and Vice President of Manufacturing, since joining
Inserts in 1982 until its merger with Valassis. Mr. Anderson also serves as a
director of Save.com, LLC and Dawick Enterprises, Inc., two companies in which
Valassis has made an equity investment.

Patrick F. Brennan, 69, has served as a 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., a juice manufacturing company.

Seth Goldstein, 30, has served as a director of Valassis since March 1999.
Since January 1999, he has served as Entrepreneur-in-Residence at Flatiron
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 US Web/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-commerce and e-service companies,
including the Impulse Buy Network and Support City.

Brian J. Husselbee, 49, has served as a director of Valassis since August
1998. He is the President and Chief Executive Officer, since August 1997, and
was General Manager, from January 1997 to July 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 has served on the Compensation Committee of NuWorld Marketing, Ltd. from 1998
until 2000.

Robert L. Recchia, 44, has been Executive Vice President, 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, 70, has served as a director of Valassis since August
1998. She retired in 1999 from Central State University in Wilberforce, Ohio.
During her 35 years of service to Central State, she served as Dean of Students
and 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, 42, 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, 62, was elected a director of Valassis in
January 1992. She has had a long career in government, law and diplomacy 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
1989 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. In November 1999, Ambassador Whittlesey was elected to a three-year term
as Chairman of the Board of Overseers of the Institute of World Politics, a
graduate school of statecraft and diplomacy in Washington, DC. Ambassador
Whittlesey serves as a member of the Board of Directors and the Audit Committee
of the Sunbeam Corporation.

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, 49, 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, 59, 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.

MaryAnn D. Rivers, 36, has served as Executive Vice President of the
Targeted Marketing Services division of Valassis, which includes Valassis
Sampling Products and Targeted Solo Inserts ("TMS") since July 1, 2000. She
served as a Vice President of TMS from June 1998 to July 2000 and was a Director
of Valassis Sampling from 1995 to June 1998.

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

The following table sets forth certain information concerning beneficial
ownership of the Company's Common Stock by the directors, the five executive
officers named under the heading "SUMMARY COMPENSATION TABLE," and all directors
and executive officers as a group, as of February 24, 2001. Beneficial
ownership is determined in accordance with the rules and regulations of the
Securities and Exchange Commission. For purposes of calculating the percentage
beneficially owned, the number of shares of Common Stock includes 53,506,272
shares of Common Stock outstanding as of February 24, 2001 and the shares of
Common Stock subject to options held by the person or group that are currently
exercisable or exercisable within 60 days from February 24, 2001. The address
of Seth Goldstein is c/o Flatiron Partners, 257 Park Avenue South, 12th Floor,
New York, NY 10010. The address of all other persons listed below is c/o
Valassis Communications, Inc., 19975 Victor Parkway, Livonia, Michigan 48152.

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

Richard N. Anderson 396,932/(2)/ *
Patrick F. Brennan 11,475/(3)/ *
Seth Goldstein 7,195/(4)/ *
Richard Herpich 295,040/(5)/ *
Barry P. Hoffman 308,465/(6)/ *
Brian J. Husselbee 10,575/(7)/ *
Robert L. Recchia 379,656/(8)/ *
Marcella A. Sampson 10,575/(9)/ *
Alan F. Schultz 949,214/(10)/ 1.7%
Faith Whittlesey 16,783/(11)/ *
All executive officers and directors as 2,379,900/(12)/ 4.3%
a group (10 persons)

________________________
* 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 332,500 shares of
Common Stock pursuant to the Company's Amended and Restated Long Term
Incentive Plan ("LTIP").

/(3)/ Includes currently exercisable options to purchase 9,000 shares of Common
Stock granted to independent directors pursuant to the Company's Amended
and Restated LTIP.

/(4)/ Includes currently exercisable options to purchase 6,000 shares of Common
Stock granted to independent directors pursuant to the Company's Amended
and Restated LTIP.

/(5)/ Includes currently exercisable options to purchase 261,000 shares of
Common Stock pursuant to the Company's Amended and Restated LTIP.

/(6)/ Includes currently exercisable options to purchase 268,000 shares of
Common Stock pursuant to the Company's Amended and Restated LTIP.

/(7)/ Includes currently exercisable options to purchase 9,000 shares of Common
Stock granted to independent directors pursuant to the Company's Amended
and Restated LTIP.

/(8)/ Includes currently exercisable options to purchase 340,000 shares of
Common Stock pursuant to the Company's Amended and Restated LTIP.

/(9)/ Includes currently exercisable options to purchase 9,000 shares of Common
Stock granted to independent directors pursuant to the Company's Amended
and Restated LTIP.

/(10)/ Includes currently exercisable options to purchase 812,500 shares of
Common Stock pursuant to the Company's Amended and Restated LTIP.

/(11)/ Includes currently exercisable options to purchase 9,000 shares of Common
Stock granted to independent directors pursuant to the Company's Amended
and Restated LTIP.

/(12)/ This number includes currently exercisable options to purchase 2,056,000
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
2,056,000 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.

OPERATION OF THE BOARD OF DIRECTORS

During the fiscal year ended December 31, 2000, the Board of Directors of
the Company held four 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.

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 Alan F. Schultz, Robert L.
Recchia 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
cash 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, 2000.

The Audit Committee, whose members are Patrick F. Brennan, Seth Goldstein
and Brian J. Husselbee, 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 five times during the fiscal
year ended December 31, 2000.

The Compensation/Stock Option Committee, whose members are Ambassador Faith
Whittlesey, Brian J. Husselbee and Marcella A. Sampson, administers the Amended
and Restated LTIP, the Broad-Based Incentive Plan, 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 comprised
of non-employee directors as such term is defined under Rule 16b-3 of the
Exchange Act. During the fiscal year ended December 31, 2000, the
Compensation/Stock Option Committee met one time.

The Company's Board of Directors has adopted a written Charter for the
Audit Committee which is attached to this Proxy Statement as Appendix A.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors of the Company is comprised
of the three directors named below and has furnished the following report:

The role of the Audit Committee is to assist the Board of Directors in its
oversight of the Company's financial reporting process. The Board of Directors,
in its business judgment, has determined that all members of the Committee are
"independent," as required by applicable listing standards of the New York Stock
Exchange. As set forth in the Charter, management of the Company is responsible
for the preparation, presentation and integrity of the Company's financial
statements, the Company's accounting and financial reporting principles and
internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. The Company's independent
auditors are responsible for auditing the Company's financial statements and
expressing an opinion as to their conformity with generally accepted accounting
principles.

In the performance of its oversight function, the Committee has considered
and discussed the audited financial statements with management and its
independent auditors for the year ended December 31, 2000, Deloitte & Touche LLP
("Deloitte"). The Committee has also discussed with Deloitte the matters
required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as currently in effect. Finally, the
Committee has received the written disclosures and the letter from Deloitte
required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, as currently in effect and discussed with
Deloitte that firm's independence. The Committee also considered whether
Deloitte's non-audit services, including tax consulting and benefit plan
services are compatible with maintaining Deloitte's independence.

The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not experts in the fields of
accounting or auditing, including in respect of auditor independence. Members of
the Committee rely without independent verification on the information provided
to them on the representations made by management and the independent
accountants. Accordingly, the Audit Committee's oversight does not provide an
independent basis to determine that management has maintained appropriate
accounting and financial reporting principles or appropriate internal control
and procedures designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not assure that the audit of
the Company's financial statements has been carried out in accordance with
generally accepted auditing standards, that the financial statements are
presented in accordance with generally accepted accounting principles or that
the Company's auditors are in fact "independent."

Based upon the reports and discussions described in this report, and
subject to the limitations on the role and responsibilities of the Committee
referred to above and in the Charter, the Committee recommended to the Board of
Directors that the audited financial statements be included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2000 to be filed with
the Securities and Exchange Commission.

This Audit Committee Report 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.

SUBMITTED BY THE AUDIT COMMITTEE
OF THE COMPANY'S BOARD OF DIRECTORS

Patrick F. Brennan, Chairman
Seth Goldstein
Brian J. Husselbee

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
$35,700, comprised of $14,700 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 $21,000, 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 $2,100 per meeting attended
and $1,050 per telephonic meeting attended; (iii) a Board Committee meeting fee,
in addition to the Independent Director Fee, of $1,050 per meeting attended and
$525 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) 6,000 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 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, 2000, all Section 16(a)
filing requirements applicable to its officers, directors and greater than ten
percent beneficial owners were complied with.

EXECUTIVE COMPENSATION

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

SUMMARY COMPENSATION TABLE

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

Alan F. Schultz December 31, 2000 $600,000 $441,000 $1,428,047 93,750/(6)/ $10,880
Chief Executive December 31, 1999 550,000 550,000 372,188 375,000/(7)/ 14,192
Officer, President December 31, 1998 442,700 442,700 264,375 375,000/(8)/ 12,608
and Director

Richard N. Anderson December 31, 2000 335,000 246,225 285,609 42,750/(6)/ 10,880
Executive Vice December 31, 1999 325,000 325,000 148,875 150,000/(7)/ 14,192
President, December 31, 1998 320,008 320,008 70,500 150,000/(8)/ 12,608
Manufacturing and
Purchasing, and
Director

Barry P. Hoffman December 31, 2000 310,000 227,850 285,609 33,000/(6)/ 10,880
Executive Vice December 31, 1999 300,000 300,000 148,875 150,000/(7)/ 14,192
President, General December 31, 1998 287,508 287,508 70,500 150,000/(8)/ 12,608
Counsel and
Secretary

Robert L. Recchia December 31, 2000 310,000 227,850 285,609 37,500/(6)/ 10,880
Chief Financial December 31, 1999 300,000 300,000 148,875 150,000/(7)/ 14,192
Officer, Treasurer December 31, 1998 287,508 287,508 105,750 150,000/(8)/ 12,608
and Director

Richard Herpich December 31, 2000 250,000 151,875 285,609 32,900/(6)/ 10,880
Executive Vice December 31, 1999 235,000 250,000/(9)/ 148,875 150,000/(7)/ 14,192
President, December 31, 1998 287,508 267,752/(9)/ 105,750 150,000/(8)/ 12,608
Manufacturer
Services

__________________________________
(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. Except for performance-based shares
granted to Mr. Schultz which are granted under the Executive Restricted
Stock Award Plan, 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 1998, 1999 and 2000 restricted stock awards represents the
market value of the shares on the first business day after the date of the
grant ($35.25 on January 2, 1998, $49.625 on January 4, 1999 and $42.3125 on
January 3, 2000). The grants of restricted stock to each of the Named
Executive Officers 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 Executive Officers on December 29, 2000 was: Mr. Schultz, 45,075
shares ($1,422,680); Mr. Anderson, 10,770 shares ($339,928); Mr. Hoffman,
10,770 shares ($339,928); Mr. Recchia, 11,280 shares ($356,025); and Mr.
Herpich, 11,280 shares

($356,025). The value of the restricted stock is determined by multiplying
the total shares held by each Named Executive Officer by the closing price
of the Company's stock on the New York Stock Exchange on December 29, 2000
($31.5625).

/(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)/ Consists of nonqualified stock options granted on December 5, 2000. 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 $33.3125, $38.3125 and $43.3125,
respectively. In any event, however, such options vest by December 5, 2005
and shall be exercisable until December 5, 2007.

/(7)/ Consists of nonqualified stock options granted on January 12, 1999
reflecting the adjustment after the Company's three-for-two stock split 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 $41.33, $45.33 and $49.33,
respectively. In any event, however, such options vest by January 12, 2003
and shall be exercisable until January 12, 2005.

/(8)/ Consists of nonqualified stock options granted on September 15, 1998
reflecting the adjustment after the Company's three-for-two stock split 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 $28.00, $31.33 and $34.67,
respectively. In any event, however, such options vest by September 15,
2003 and shall be exercisable until September 15, 2005.

/(9)/ Includes amounts paid to Mr. Herpich under compensation plans in which he
participated prior to the time he became a Named Executive Officer of the
Company.

OPTION GRANTS IN LAST FISCAL YEAR TO NAMED EXECUTIVE OFFICERS

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

Alan F. Schultz 93,750 7.2% $28.3125 12/5/07 $1,080,565 $2,518,177
Richard N. Anderson 42,750 3.3% 28.3125 12/5/07 492,738 1,148,289
Robert L. Recchia 37,500 2.9% 28.3125 12/5/07 432,226 1,007,271
Barry P. Hoffman 33,000 2.5% 28.3125 12/5/07 380,359 886,398
Richard Herpich 32,900 2.5% 28.3125 12/5/07 379,206 883,712

______________________________

* All options listed herein were granted on December 5, 2000 and 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 $33.3125, $38.3125 and $43.3125, respectively. In any event,
however, the options vest by December 5, 2005 and shall be exercisable
until December 5, 2007.

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

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

None of the Named Executive Officers of the Company exercised any options during
the last fiscal year.

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:

Final Average Participant's Years of Service
------------------------------------------------------------------------------------------------
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
------------------------------------------------------------------------------------------------
550,000 41,250 82,500 123,750 165,000 206,250 247,500 288,750
------------------------------------------------------------------------------------------------
600,000 45,000 90,000 135,000 180,000 225,000 270,000 315,000
------------------------------------------------------------------------------------------------
650,000 48,750 97,500 146,250 195,000 243,750 292,500 341,250
------------------------------------------------------------------------------------------------

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 $530,900, Richard N. Anderson $326,669, Barry
P. Hoffman $299,169, Robert L. Recchia $299,169, and Richard Herpich $236,668.
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, 2000 is: 18 years for Mr. Anderson; 22 years for Mr. Herpich; 18
years for Mr. Hoffman; 18 years for Mr. Recchia; and 16 years for Mr. Schultz.

STOCK PRICE PERFORMANCE GRAPH

The following performance graph shows the Company's annual cumulative total
stockholder return on its Common Stock for the five full years ending December
31, 1996, 1997, 1998, 1999 and 2000 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 Corp., R.R. Donnelley & Sons, Interpublic Group of Companies and Times
Mirror Company.

STOCKHOLDER RETURNS (DIVIDENDS REINVESTED)

Indexed Returns Years Ending

[GRAPH APPEARS HERE]

Base Period Years Ending
------------------------------------------------------------------

1995 1996 1997 1998 1999 2000
------ -------- -------- -------- -------- --------

Valassis 100 120.71 211.43 294.99 362.13 270.52

Peer Group 100 110.42 143.66 184.08 218.80 185.51

S&P Index 100 122.96 163.98 210.85 255.21 231.98

_______________________

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, 2000, 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, 2000 and for the six-month period ending December 31, 2000. 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, 2000 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.

Non-cash compensation of executive officers for the year ended December 31,
2000, 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 2000 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 had granted options to its executive officers that generally vested in
equal portions over a five-year period. Since September 1998, to further
strengthen the commonality of interest between senior management and the
Company's stockholders, the Committee has 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, or in
supplement to, 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.

CHIEF EXECUTIVE OFFICER COMPENSATION

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 is entitled for the fiscal year ended December 31, 2000 is set forth
in his employment agreement. The amount of Mr. Schultz's aggregate bonuses for
the fiscal year ended December 31, 2000 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 during 2000, Mr. Schultz received
approximately 74 percent of his potential bonus, or $441,000. In addition, for
the fiscal year ended December 31, 2000, Mr. Schultz received 33,750 shares of
restricted stock pursuant to his employment agreement. For each subsequent
fiscal year during the term of his employment agreement, Mr. Schultz will be
eligible to receive 11,250 shares of restricted stock, an additional 11,250
shares of restricted stock if the Compensation/Stock Option Committee determines
that a certain percentage of the performance targets have been met and an
additional 11,250 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, 2000, Mr. Schultz was paid a
salary at a rate of $600,000 per year 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.

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 2000 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 2000, each executive received approximately 74 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.
Since 1998, the Compensation/Stock Option Committee determined that, in order to
further incentize management, certain eligible executive officers would be
entitled to a certain amount of restricted stock if the Committee determines
that a certain percentage of the performance targets have been met and an
additional amount of restricted stock if a higher percentage of the performance
targets have been met. The amount of restricted stock and applicable
performance target is specified in the executive's employment agreement.

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 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, Chairman
Brian J. Husselbee
Marcella A. Sampson

COMPENSATION/STOCK OPTION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

During the fiscal year ended December 31, 2000, Ambassador Faith
Whittlesey, Brian J. Husselbee and Marcella A. Sampson served on the
Compensation/Stock Option Committee. No committee member was involved in an
interlocking relationship nor insider participation with respect to the
Compensation/Stock Option Committee.

EMPLOYMENT CONTRACTS

The Company has employment agreements with each of Alan F. Schultz ,
Richard Herpich, Richard N. Anderson, Robert L. Recchia and Barry Hoffman, its
Named Executive Officers (each, an "Employment Agreement," and collectively,
such employment agreements, the "Employment Agreements"). The following summary
of certain provisions of the Employment Agreements does not purport to be
complete and is subject to and is qualified in its entirety by reference to the
actual text of the Employment Agreements, copies of which are exhibits to the
Company's SEC filings.

Mr. Schultz's Employment Agreement expires December 31, 2003, Mr. Herpich's
Employment Agreement expires December 31, 2002, Mr. Anderson's Employment
Agreement expires December 31, 2001, and Mr. Recchia's and Mr. Hoffman's
Employment Agreement each expires December 31, 2003. Mr. Schultz's Employment
Agreement provides that he is entitled to an annual base salary equal to
$615,000. Mr. Anderson's Employment Agreement provides that he is entitled to
an annual base salary equal to $345,000. Mr. Herpich's Employment Agreement
provides that he is entitled to an annual base salary equal to $275,000.
Pursuant to their respective Employment Agreements, Mr. Hoffman and Mr. Recchia
are each entitled to an annual base salary equal to $320,000. Further, the
Employment Agreements of each of Mr. Anderson, Mr. Herpich, Mr. Hoffman and Mr.
Recchia provide that each such executive is entitled to receive 2,250 shares of
restricted stock for each year during the term of his respective Employment
Agreement pursuant to the Company's Employee and Director Restricted Stock Award
and up to an additional 4,500 shares of restricted stock for each year during
the term of his Employment Agreement if the Company achieves certain performance
targets. Mr. Schultz's Employment Agreement provides that he is entitled to
receive 11,250 shares of restricted stock for each year during the term of his
Employment Agreement and up to 22,500 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. In addition, 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."

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 case of Mr. Herpich, this non-competition
provision may continue for up to two years following the termination of his
employment, at the Company's option, during which period the Company is required
to pay Mr. Herpich his annual base salary. In the cases of Messrs. Anderson,
Hoffman and Recchia, this non-competition provision shall continue for up to two
years following the termination of their respective employment, during which
period such executives shall furnish advisory and consulting services to the
Company and the Company is required to pay such executives, as applicable, their
annual base salaries. In the case of Mr. Schultz, his Employment Agreement
provides 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.

2. PROPOSAL TO REAPPROVE AND EXTEND THE EXECUTIVE RESTRICTED STOCK PLAN, AS
AMENDED TO SATISFY CERTAIN INTERNAL REVENUE CODE REQUIREMENTS (PROPOSAL 2)

In order to permit the deductibility under the Internal Revenue Code of
1986, as amended (the "Code") of restricted stock awarded to certain executives
of the Company, the Board of Directors is recommending the reapproval and
extension of the Company's Executive Restricted Stock Plan which would define
and limit amounts of restricted stock which may be awarded to certain executive
officers of the Company and which awards of restricted stock would qualify as
performance-based compensation under Section 162(m) of the Code.

On July 7, 1995, the Compensation/Stock Option committee of the Board of
Directors (the "Committee") recommended and the Board of Directors approved the
Executive Restricted Stock Plan. The purpose of the Executive Restricted Stock
Plan is to further the long-term stability and financial success of Valassis by
offering incentives, in addition to current compensation, and to provide a means
through which Valassis can attract and retain executives and senior managers of
outstanding abilities. On December 13,1995, the Committee recommended and on
December 14, 1995 the Board of Directors approved an amendment to such Plan to
provide for performance targets of earnings per share as compared to a choice of
various performance measures. Such amendment was approved by the Company's
stockholders on May 21, 1996. On April 2, 2001, the Committee recommended and
the Board of Directors approved an amendment to extend the time period under
which awards of restricted stock may be granted under the Plan from December 31,
2001 until January 1, 2006. The plan and the amendments thereto are
collectively referred to herein as the "Executive Restricted Stock Plan."

Section 162(m) of the Code requires that if the Committee has authority to
change the targets under a performance goal after stockholder approval of the
goal, material terms of the performance goal must be disclosed to and reapproved
by the stockholders no later than the first stockholder meeting that occurs in
the fifth year following the May 1996 Annual Meeting. In connection therewith,
the Board of Directors recommends that the stockholders reapprove the Executive
Restricted Stock Plan.

Description of the Executive Restricted Stock Plan

The major features of the Executive Restricted Stock Plan are summarized
below. The description provided below is qualified in its entirety by reference
to the actual Amended and Restated Executive Restricted Stock Plan which is
attached to this Proxy Statement as Exhibit A.

The Executive Restricted Stock Plan is administered by the Committee, which
consists of "outside directors" (within the meaning of Section 162(m) of the
Code and the regulations promulgated thereunder), none of whom is eligible to
participate in the plan. Subject to the express provisions of the plan and the
requirements of Section 162(m) of the Code and the regulations promulgated
thereunder, the Committee has the complete authority to interpret the plan, to
prescribe, amend and rescind rules and regulations relating to it and to make
all other determinations deemed necessary or advisable for the administration of
the plan. The Committee has the authority to determine the employees who are
eligible to participate in the Plan, the performance targets upon which the
restricted stock awards will be based, whether the performance targets have been
met and the award to be granted to each executive. Performance targets based
upon the Company's earnings per share are set by the Committee before the
beginning of each fiscal year in accordance with Section 162(m) of the Code.

The Executive Restricted Stock Plan provides for the grant of restricted
stock to those executive officers with significant responsibility for the long-
term growth of Valassis. The maximum number of shares of restricted stock which
may be issued under the plan is 375,000 shares; provided, however, that not more
than 60 percent of such shares may be awarded to any one employee. No awards of
restricted stock can be granted under the Plan after the earlier of: (i)
January 1, 2006; or (ii) the issuance of the maximum number of shares authorized
under the plan.

Under the terms of the plan, all shares of restricted stock are subject to
the following restrictions: (i) except as provided below, all restricted stock
will be forfeited to the Company unless the recipient of the restricted stock
remains in the continuous employment of the Company or a subsidiary of the
Company for a period of one year from the date of grant (the "Restriction
Period"); and (ii) during the Restriction Period, none of the shares of
restricted stock may be sold, assigned, bequeathed, transferred, pledged,
hypothecated or otherwise disposed of in any way by the recipient. All
restricted stock granted under the Executive Restricted Stock Plan will be
delivered to an escrow agent to be held by such escrow agent until the
expiration of the Restriction Period. The plan contains customary provisions
with respect to adjustments for stock splits and similar transactions. Each
recipient of restricted stock under the plan will have the right to vote such
shares of restricted stock during the Restriction Period and the right to
receive all dividends or other distributions of the Company's assets, if any,
during the Restriction Period; provided, however, that all such dividends and
other distributions shall be forfeited if the recipient of such restricted stock
does not remain in the continuous employment of the Company throughout the
Restriction Period.

In the event of the termination of employment of a recipient during the
Restriction Period by reason of death, disability, retirement, discharge from
employment other than a discharge for Cause or voluntary termination by the
employee for Good Reason (as such terms are defined in each recipient's
employment agreement with the Company), the stock restrictions will terminate,
the escrow will terminate and the recipient will receive the restricted stock
and any dividends or distributions paid during the Restriction Period with
respect thereto.

The Board of Directors may at any time, and from time to time, modify or
amend the plan, except that, unless approved by the stockholders: (i) the
maximum number of shares of restricted stock which may be issued under the plan
may not be materially increased (except in the event of a stock split or other
adjustment described above); (ii) the benefits accruing to recipients may not be
materially increased; or (iii) the requirements as to eligibility for
participation in the plan may not be materially modified.

Although the plan provides that eligible recipients include all executive
officers, the Company currently intends to use the Executive Restricted Stock
Plan to make performance-based restricted stock grants to those executives, such
as Alan F. Schultz, who are or are likely to become subject to Section 162(m) of
the Code. Pursuant to the terms of his Employment Agreement, Mr. Schultz is
eligible to receive 11,250 shares of restricted stock under the Executive
Restricted Stock Plan each year commencing with 1999

and ending December 31, 2003, if the Committee determines that 80% or more of
the performance target for such year has been met and an additional 11,250
shares of restricted stock under the Executive Restricted Stock Plan if the
Committee determines that 115% or more of the performance target for such year
have been met. See "Employment Agreements." The number of shares of restricted
stock to be granted to other executives under the plan in the future is not
determinable at this time.

Vote Required for Approval of Executive Restricted Stock Plan

The affirmative vote of a majority of shares present in person or
represented by proxy and voting at the Annual Meeting is required to approve the
Executive Restricted Stock Plan. In the event that the plan does not receive a
favorable majority vote, performance-based restricted stock granted to Mr.
Schultz and other executives that may be designated as participants will not be
deductible for federal income tax purposes by the Company, to the extent that
it, together with other nonexempt compensation, exceeds the amount provided by
Section 162(m) of the Code.

THE BOARD OF DIRECTORS RECOMMEND A VOTE "FOR" THE APPROVAL OF THE EXECUTIVE
RESTRICTED STOCK PLAN, AS AMENDED.

3. REAPPROVAL OF THE SENIOR EXECUTIVES BONUS PLAN, AS AMENDED TO SATISFY
CERTAIN INTERNAL REVENUE CODE REQUIREMENTS (PROPOSAL 3)

In order to permit the deductibility under the Code of cash bonuses awarded
to certain executive officers of the Company, the Board of Directors is
recommending the reapproval of the Company's Senior Executives Bonus Plan which
would define and limit bonus amounts which may be awarded to certain executive
officers of the Company and which bonus amounts would qualify as performance-
based compensation under Section 162(m) of the Code.

On November 16, 1994, the stockholders of the Company approved the
Company's Senior Executives Annual Bonus Plan in order to maximize the
deductibility to the Company of compensation paid to the Company's Chief
Executive Officer and such other senior executives of the Company as may become
subject to Section 162(m) of the Code. On December 13, 1995, the Committee
recommended and on December 14, 1995 the Board of Directors approved, subject to
stockholder approval, an amendment to the Senior Executives Bonus Plan to
provide for semi-annual bonuses instead of annual bonuses, to change the
performance targets from cash flow targets to earnings per share targets, and to
change the percentage of the target that the Company must meet before the
executive receives any bonus from 85% to 70% (the "Bonus Plan Amendment"). On
May 21, 1996, the stockholders of the Company approved the Bonus Plan Amendment.
The plan and the Bonus Plan Amendment are collectively referred to herein as the
"Senior Executives Bonus Plan."

Description of the Senior Executives Bonus Plan

The major features of the Senior Executives Bonus Plan are summarized
below. The description provided below is qualified in its entirety by reference
to the actual Amended and Restated Senior Executives Bonus Plan which is
attached to this Proxy Statement as Exhibit B.

The objective of the Senior Executives Bonus Plan is to provide a mechanism
whereby the Company's principal executives will have a significant portion of
their total compensation measured by earnings per share performance targets of
the Company established by the Committee, and thus be motivated to stimulate the
Company's overall growth and success, and to maximize the deductibility of such
compensation for income tax purposes. The Committee and the Board of Directors
believe that earnings per share is a meaningful measure of performance used by
the marketplace to value a company's stock and that

earnings per share would closely align management's interests with the interests
of the Company's stockholders.

The plan is administered by the Committee, which is comprised of outside
directors (within the meaning of Section 162(m) of the Code), none of whom is
eligible to participate in the plan. The Committee has the power to adopt rules
and regulations concerning the administration and interpretation of the plan.

Eligible executive officers are Mr. Schultz and such other officers as may
be designated by the Committee as likely to become subject to Section 162(m) of
the Code. Payment of bonuses under the plan are made only in cash. The Senior
Executives Bonus Plan provides that the Committee will fix targets prior to the
commencement of each of the semi-annual periods (or by such later date as may be
permitted under Section 162(m) of the Code), establish an earnings per share
target for the semi-annual period which converts the Company's semi-annual
performance into compensation to be paid to participants, together with the
bonus amount payable if such target is achieved (subject to the maximum provided
below) and the bonus amount, if any, payable if the target is not achieved,
provided that no bonus will be payable unless at least 70% of the earnings per
share target has been met by the Company, and 100% of the target must be met in
order to qualify for a full bonus.

Earnings per share for each six-month period, is defined in the Senior
Executive Bonus Plan as the earnings per share of the Company's stock computed
in conformity with generally accepted accounting principles.

The Senior Executives Bonus Plan provides that each bonus payment will be
made on the same terms as the bonus provided for in the plan after each
applicable semi-annual period. The Senior Executives Bonus Plan provides that
the maximum semi-annual bonus that may be made to Mr. Schultz is $500,000; for
other participants, the semi-annual bonus may not exceed 50% of the executive's
annual salary.

The Senior Executive's Bonus Plan provides that if the employment of an
executive officer terminates, payment of a semi-annual bonus will be made as
described in such executive's employment agreement. See "Employment Contracts."

The plan is intended to be indefinite in duration, but may be amended or
terminated at any time by the Board of Directors, except that no amendment shall
be made without complying with Section 162(m) of the Code and applicable law.

Vote Required for Approval of Bonus Plan Amendment

Approval of the Senior Executive's Bonus Plan requires the affirmative vote
of holders of a majority of shares of Common Stock present in person or
represented by proxy at the Annual Meeting. In the event that the plan does not
receive favorable majority vote, the result will be that the semi-annual
performance compensation paid to Mr. Schultz and other executives that may be
designated as participants will not be deductible for federal income tax
purposes by the Company, to the extent that it, together with other nonexempt
compensation, exceeds the amount provided by Section 162(m) of the Code.

The dollar amount which may be paid to Mr. Schultz for the fiscal year
ending December 31, 2001 and subsequent years under the plan are not
determinable at this time. Similarly, the other eligible executives for
calendar year 2001 and subsequent years cannot be determined at this time.

THE BOARD OF DIRECTORS RECOMMEND A VOTE "FOR" THE PROPOSAL TO APPROVE THE
SENIOR EXECUTIVES BONUS PLAN, AS AMENDED.

4. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS (PROPOSAL 4)

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 2000 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 year ended December 31,
1997.

If the appointment of Deloitte & Touche for the 2001 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. The representative will also be available to respond to
appropriate questions from stockholders during the meeting.

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 AS INDEPENDENT AUDITORS FOR THE COMPANY FOR
THE 2001 FISCAL YEAR.

INDEPENDENT AUDITORS FEES

Audit Fees

The aggregate fees billed for professional services rendered for the audit
of the Company's annual financial statements for the year ended December 31,
2000 and the reviews of the financial statements included in the Company's
Quarterly Report on Form 10-Q during such year were approximately $92,850.

Financial Information Systems Design and Implementation Fees

Deloitte & Touche did not perform any of the professional services
described in paragraph (c)(4)(ii) of Rule 2-01 of Regulation S-X.

All Other Fees

The aggregate fees billed for services rendered by Deloitte & Touche other
than those disclosed above under the captions "Audit Fees" and "Financial
Information Systems Design and Implementation Fees" for December 31, 2000 were
approximately $204,915. Such fees include fees for tax consulting, benefit plan
advice and other non-audit services.

The Audit Committee has considered whether the provision of the services
disclosed under the captions "Audit Fees" and "Financial Information Systems
Design and Implementation Fees" is compatible with maintaining the independence
of Deloitte & Touche.

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, 2000 and the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2000 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 in writing 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 17, 2001.
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 March 2, 2002.

By Order of the Board of Directors,

BARRY P. HOFFMAN
Secretary

Appendix A

AUDIT COMMITTEE CHARTER

PURPOSE
- -------

The Audit Committee is appointed by the Board of Directors to assist in
monitoring:

(1) The integrity of the Company's financial reporting,

(2) The Company's compliance with legal and regulatory requirements regarding
financial reporting practices, and

(3) The independence and performance of the Company's independent accountants
and the performance of the Company's financial management.

COMPOSITION AND QUALIFICATIONS
- ------------------------------

The Audit Committee shall be appointed by the Board of Directors and shall
be comprised of three or more Directors (as determined from time to time by the
Board of Directors), each of whom shall meet the independence requirements of
the New York Stock Exchange, Inc. Each member of the Audit Committee shall be
financially literate, as such qualification is interpreted by the Board of
Directors in its business judgment. In addition, at least one member of the
Audit Committee shall have accounting or related financial management expertise,
as such qualification is interpreted by the Board of Directors in its business
judgment.

AUTHORITY
- ---------

The Audit Committee shall have the authority to retain special legal,
accounting or other consultants to advise it. The Audit Committee may request
any officer or employee of the Company or the Company's outside counsel or
independent accountants to attend a meeting of the Audit Committee or to meet
with any members of, or consultants to, the Audit Committee.

RESPONSIBILITIES
- ----------------

The Audit Committee will:

(1) Review the Company's annual audited financial statements with management
and the independent accountants. In connection with such review, the Audit
Committee will:

. Discuss with the independent accountants the matters relating to the
conduct of the audit that are required to be discussed by Statement on
Auditing Standards ("SAS") No. 61, as amended by SAS No. 90, and as may
be further modified or supplemented, including the following:

. The level of responsibility assumed by the independent accountants
under Generally Accepted Accounting Principles regarding the
Company's internal control structure and whether the financial
statements are free from material misstatement.

. The quality of the accounting principles used in financial
reporting.

. Changes in accounting or auditing policies or their application,
including resolution of any significant reporting or operational
issues affecting the financial statements.

. The existence and substance of any significant accounting accruals,
reserves or estimates made by management that had or may have a
material impact on the financial statements.

. Any adjustments arising from and any problems encountered in the
course of the independent accountant's audit, including any change
in the scope of the planned audit work and any restrictions placed
on the scope of such work, any management letter provided by the
independent accountants, and management's response to such letter.

. The independent accountant's responsibility for information prepared
by management of the Company that accompanies the Company's
financial statements and information in documents containing audited
financial statements of the Company, any procedures performed with
respect thereto and the results.

. The independent accountant's views about significant auditing and
accounting matters that were the subject of the Company's
consultation with other accountants.

. Any major issues that were discussed between the Company's
management and the independent accountants in connection with the
initial or recurring retention of such accountants, including, among
other things, any discussions regarding accounting principles and
auditing standards.

. Review with the independent accountants, the adequacy of the Company's
internal controls, and any significant findings and recommendations
with respect to such controls.

(2) Review with management and the independent accountants the Company's
quarterly financial statements in advance of quarterly earnings releases,
including those matters described in SAS 61 identified during the interim
financial review, if applicable.

(3) Oversee the external audit coverage. The Company's independent accountants
are ultimately accountable to the Board of Directors and the Audit
Committee, which have the ultimate authority and responsibility to select,
evaluate and, where appropriate, replace the independent accountants (or to
nominate the outside auditor to be proposed for shareholder approval in any
proxy statement). In connection with its oversight of the external audit
coverage, the Audit Committee will:

. Recommend to the Board the appointment of the independent accountants.

. Review the engagement letter and the fees to be paid to the independent
accountants.

. Obtain confirmation and assurance as to the independent accountants'
independence, including ensuring that they submit on a periodic basis
(not less than annually) to the Audit Committee a formal written
statement delineating all relationships between the independent
accountants and the Company. The Audit Committee is responsible for
actively engaging in a dialogue with the independent accountants with
respect to any disclosed relationships or services that may impact the
objectivity and independence of the independent accountants and for
recommending that the Board of Directors take appropriate action in
response to the independent accountants' report to satisfy itself of
their independence.

. Obtain confirmation and assurance from the independent accountants
regarding compliance with Section 10A of the Securities Exchange Act of
1934.

. Meet with the independent accountants prior to the annual audit to
discuss the planning and staffing of the audit.

. Review and evaluate the performance of the independent accountants, as
the basis for a recommendation to the Board of Directors with respect
to reappointment or replacement.

. Recommend to the Board that the audited financial statements be
included in the Company's annual report on Form 10-K.

(4) Meet at least annually in separate executive session with each of the chief
financial officer and the independent accountants.

(5) Review periodically with the Company's General Counsel (i) legal and
regulatory matters which may have a material affect on the financial
statements, and (ii) corporate compliance policies or codes of conduct.

(6) Report regularly to the Board of Directors with respect to Audit Committee
activities.

(7) Prepare the report of the Audit Committee required by the rules of the
Securities and Exchange Commission to be included in the proxy statement
for each annual meeting.

(8) Review and reassess annually the adequacy of this Audit Committee Charter
and recommend any proposed changes to the Board of Directors for approval.

While the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles. It
is management's responsibility to prepare the Company's financial statements and
to determine that such financial statements are complete, accurate and in
accordance with generally accepted accounting principles. It is the
responsibility of the independent auditors to plan and conduct audits and to
assist management in determining that the financial statements are complete,
accurate and in accordance with generally accepted accounting principles. Nor is
it the duty of the Audit Committee to conduct investigations, to resolve
disagreements, if any, between management and the independent accountants or to
assure compliance with laws and regulations and the Company's corporate
policies.

Exhibit A

VALASSIS COMMUNICATIONS, INC. AMENDED AND RESTATED
EXECUTIVE RESTRICTED STOCK PLAN

1. OBJECTIVES.

The purpose of this Amended and Restated Executive Restricted Stock Plan
(the "Plan") is to further the long-term stability and financial success of
Valassis Communications, Inc. ("Valassis") by offering incentives, in
addition to current compensation, to those executive officers and senior
managers of Valassis and its Subsidiaries who have significant
responsibility for such success and to provide a means through which
Valassis can attract and retain executives and senior managers of
outstanding abilities. This Plan restates the Company's original plan
adopted on July 7, 1995, and its amendments dated December 14, 1995 and
April 2, 2001, respectively.

2. DEFINITIONS.

(a) "Award" means an award of Restricted Stock granted under the
provisions of the Plan.

(b) "Board of Directors" means the Board of Directors of Valassis.

(c) "Code" means the Internal Revenue Code of 1986, as amended from time
to time, or any successor statute or statutes thereto. Reference to
any specific Code Section shall include any successor Section.

(d) "Committee" means the Compensation/Stock Option Committee of the Board
of Directors.

(e) "Date of Grant" means the actual date on which the Award is granted by
the Committee.

(f) "Discharge for Cause" means the termination of an employee for Cause
as defined in such employee's employment agreement.

(g) "Fair Market Value" means the average of the mean of the high and low
sales prices of the Stock on the New York Stock Exchange composite
tape or other recognized market source, as determined by the
Committee.

(h) "Plan Year or Years" means a calendar year or years commencing on or
after January 1, 1996.

(i) "Regulations" shall mean the rules and regulations adopted or proposed
for adoption by the Internal Revenue Service under Section 162(m) of
the Code.

(j) "Restricted Stock" means the Stock awarded upon the terms and subject
to the restrictions set forth in Section 8.

(k) "Stock" means the common stock of Valassis.

(l) "Subsidiary" means any corporation now existing or hereafter organized
or acquired, the majority of the outstanding voting stock of which is
owned, directly or indirectly, by Valassis.

3. EFFECTIVE DATE OF THE PLAN.

The effective date of the Plan is January 1, 1996. The Plan will become
effective as of that date upon its adoption by the Board of Directors;
provided, however, that the Plan, and any and all grants previously made
thereunder, will be null and void, unless the Plan is approved by the
affirmative

vote of the holders of a majority of the shares of Stock present, or
represented, and entitled to vote at a meeting of shareholders of Valassis
held within twelve months of the Board's approval.

4. ADMINISTRATION OF THE PLAN.

(a) The Plan shall be administered by the Committee, which consists of
"outside directors" (within the meaning of Section 162(m) of the Code
and Regulations thereunder), none of whom is eligible to participate
in the Plan.

(b) Subject to the express provisions of the Plan and the requirements of
Section 162(m) of the Code and the Regulations, the Committee shall
have complete authority to interpret the Plan, to prescribe, amend and
rescind rules and regulations relating to it and to make all other
determinations deemed necessary or advisable for the administration of
the Plan. The certifications and determinations of the Committee on
all matters assigned to it by the Plan shall be conclusive.

(i) the employees who are to participate in the Plan, based upon the
recommendation of the Company's Chief Executive Officer (the
"CEO") with respect to employees other than the CEO;

(ii) the performance targets upon which the Restricted Stock Awards
will be based, which performance targets will be earnings per
share, and which performance targets should be established in
accordance with Section 162(m) of the Code and the Regulations
thereunder;

(iii) whether the performance targets referred to in subsection (ii)
above have been met; and

(iv) the award to be granted to each employee selected, upon the
attainment of the performance targets referred to in subsection
(ii) above, based upon the recommendation of the Company's CEO
with respect to employees other than the CEO.

(d) The Committee shall hold its meetings at such times and places as it
shall deem advisable. A majority of members shall constitute a quorum
and all determinations shall be made by a majority of such quorum.
Any determination reduced to writing and signed by all of the members
of the Committee shall be fully as effective as if it had been made by
a majority vote at a meeting duly called and held.

5. PLAN LIMITATIONS: STOCK SUBJECT TO THE PLAN.

The maximum number of the shares of Restricted Stock which may be issued
under the Plan is 375,000 shares; provided that not more than 60 percent of
such shares may be awarded to any one employee. Any shares of Restricted
Stock awarded, but later forfeited, are again subject to award under the
Plan. The Stock issued under the Plan may be issued shares which have been
reaquired by Valassis or authorized but unissued shares.

6. PARTICIPATION.

The Committee will, from time to time in its absolute discretion, based
upon the recommendation of the CEO with respect to employees other than the
CEO, grant Restricted Stock to those employees with significant
responsibility for the long-term growth of Valassis. These employees
("Participants") will typically be executive officers at the vice president
or director level and other senior managers.

7. RESTRICTED STOCK AWARDS.

7.1 Grant of Restricted Stock Awards

The Committee will determine for each Participant, based upon the
recommendation of the CEO with respect to employees other than the
CEO, the number of shares of Stock to be covered by each Restricted
Stock Award. Prior to the issuance of shares of Stock to be covered
by each Restricted Stock Award, the Participant will pay to Valassis
an amount in cash equal to the par value of each such share.

7.2 Restrictions

Stock issued to a Participant of a Restricted Stock Award will be
subject to the following restrictions ("Stock Restrictions"):

(a) Except as set forth in Sections 7.5 and 7.6, all of the
Restricted Stock subject to an award will be forfeited and
returned to Valassis and all rights of the Participant to such
Restricted Stock will terminate without any payment or
consideration by Valassis except for the return to the
Participant of an amount equal to the par value of each share of
such Restricted Stock, unless the Participant remains in the
continuous employment of Valassis or Subsidiary for a period of
one (1) year from the Date of Grant ("Restriction Period"). In
the event of the forfeiture of the Restricted Stock, Valassis
will have the certificate representing the Restricted Stock
redelivered to it out of escrow.

(b) During the Restriction Period, none of the Restricted Stock may
be sold, assigned, bequeathed, transferred, pledged, hypothecated
or otherwise disposed of in any way by the Participant.

7.3 Escrow Provisions

All Restricted Stock issued to a Participant will be delivered to an
escrow agent to be held by such escrow agent until the expiration of
the Restriction Period.

7.4 Rights As a Shareholder

Except as set forth in 7.2(b), the grantee of a Restricted Stock Award
will have all of the rights of a shareholder with respect to the
Restricted Stock, including the right to vote the shares of Restricted
Stock and to receive all dividends or other distributions of Valassis'
assets made with respect to the Restricted Stock; provided however,
any shares or other assets received as the result of a stock dividend
or split, recapitalization, reorganization, merger, consolidation,
spin-off, combination or exchange of shares or other similar event,
shall be deemed Restricted Stock and subject to the provisions of
Sections 7.2 and 7.3.

7.5 Lapse of Restrictions and Termination of Escrow Upon Termination of
Employment

In the event of the termination of employment of a Participant during
the Restriction Period by reason of death, total and/or permanent
disability, retirement, discharge from employment other than a
discharge for Cause, or voluntary termination by the employee for Good
Reason, the Stock Restrictions will lapse, the escrow will terminate
on the date of such termination and the Participant will receive the
Restricted Stock Award.

7.6 Lapse of Restrictions at Discretion of the Committee

In accordance with Section 162(m) of the Code and the Regulations
thereunder, the Committee may accelerate the Restriction Period or
remove any or all Stock Restrictions if,

in the exercise of its absolute discretion, it determines that such
action is in the interests of Valassis.

8. AWARD AGREEMENTS.

Each Award will be evidenced by a written agreement, executed by the
Participant and Valassis, which describes the conditions relating to the
Restricted Stock, the lengths of the Restriction Period, and other such
terms as the Committee may require, consistent with the provisions of the
Plan, including such terms and conditions as may be required by applicable
securities or other laws or by any securities exchange on which the Stock
is listed.

9. DILUTION AND OTHER ADJUSTMENTS.

In the event of any change in the outstanding shares of Stock by reason of
any stock dividend or split, recapitalization, merger, consolidation, spin-
off, reorganization, combination or exchange of shares, or other similar
corporate change, the Committee will make such adjustments, if any, as it,
in its absolute discretion, deems equitable in the aggregate number or kind
of shares of Stock which may be awarded under the Plan, each such
adjustment to be conclusive and binding.

10. DESIGNATION OF BENEFICIARY.

A Participant may designate a beneficiary or beneficiaries, by written
notice to Valassis, to receive, in the event of the death of the
Participant, any payments remaining to be made to the Participant under the
Plan. The Participant shall have right to revoke any such designation and
to redesignate a beneficiary or beneficiaries by written notice to Valassis
to such effect. Such written notices shall be effective upon receipt by
Valassis' Corporate Secretary. If the Participant dies without naming a
beneficiary or if all the beneficiaries named by the Participant predecease
the Participant, then any amounts remaining to be paid under the Plan shall
be paid to the Participant's estate.

11. WITHHOLDING OF TAXES.

There will be deducted from each distribution under the Plan the amount of
any tax required by any governmental authority to be withheld.

12. EMPLOYMENT.

Nothing in the Plan confers upon the Participant the right to continue in
the employ of Valassis or any Subsidiary or shall interfere with or
restrict in any way the rights of Valassis to discharge any Participant any
time for any reason whatsoever, with or without cause.

13. AMENDMENT OF THE PLAN.

The Board of Directors may at any time and from time to time modify or
amend the Plan, except that, unless approved by the shareholders of
Valassis, (i) the maximum number of shares of Restricted Stock which may be
issued under the Plan which may be awarded under the Plan may not be
increased except pursuant to Section 9; (ii) the benefits accruing to
Participants under the Plan may not be materially increased; or (iii) the
requirements as to eligibility for participation in the Plan may not be
materially modified. Any modification or amendment of the Plan will not,
without the consent of a Participant, adversely affect his or her rights
under a previously granted Award.

14. TERMINATION OF THE PLAN.

The right to grant Awards under the Plan will terminate upon the earlier of
January 1, 2006, or the issuing of Stock equaling the maximum number of
shares of Stock reserved under the Plan as set forth in Section 5.

Thereafter, the function of the Committee will be limited to the
administration of Awards previously granted. In addition, the Board of
Directors has the right to suspend or terminate the Plan at any time or
from time to time provided that no such action will, without the consent of
a Participant, adversely affect his or her rights under a previously
granted Award.

15. SEPARABILITY.

(a) If any of the terms or provisions of this Plan conflict with the
requirements of Section 162(m) of the Code, the Regulations thereunder
or applicable law, then such terms or provisions shall be deemed
inoperative to the extent necessary to avoid the conflict with the
requirements of Section 162(m) of the Code, the Regulations thereunder
or applicable law without invalidating the remaining provisions
hereof.

(b) With respect to persons subject to Section 16 of the Securities
Exchange Act of 1934 ("1934 Act"), transactions under this Plan are
intended to comply with all applicable conditions of Rule 16b-3 or its
successors under the 1934 Act. To the extent any provision of the
Plan or action by the plan administrators fails to so comply, it shall
be deemed null and void, to the extent permitted by law and deemed
advisable by the plan administrators.

16. APPLICABLE LAW.

The Plan will be administered in accordance with the laws of the State of
Michigan, without reference to the principles of conflicts of laws.

Exhibit B
VALASSIS COMMUNICATIONS, INC.
AMENDED AND RESTATED SENIOR EXECUTIVES
ANNUAL BONUS PLAN

1. Objectives. The objectives of the Valassis Communications, Inc.
----------
Amended and Restated Senior Executives Annual Bonus Plan (hereinafter
the "Plan") are to provide a mechanism whereby the Company's principal
executives will have a significant portion of their total compensation
measured by the earnings per share of stock of the Company, and thus
be motivated to stimulate the Company's overall growth and success,
and to maximize the deductibility of such compensation for income tax
purposes. This Plan restates the Company's original plan adopted
November 16, 1994 and its amendment dated December 14, 1995.

2. Definitions. The following terms (whether used in the singular or
-----------
plural) have the meanings indicated when used in the Plan:

(a) "Board" means the Board of Directors of the Company.
-----

(b) "Code" means the Internal Revenue Code of 1986, as amended from
----
time to time, or any successor statute or statutes thereto.
Reference to any specific Code Section shall include any
successor Section.

(d) "Company" means Valassis Communications, Inc., a Delaware
-------
corporation, and its subsidiaries.

(e) "Earnings Per Share" means, for each six-month period, the
------------------
earnings per share of the Company's stock computed in conformity
with generally accepted accounting principles.

(f) "Executive" means the Chief Executive Officer of the Company and
---------
any other executive officer of the Company who has been
designated by the Committee as likely to become subject to
Section 162(m) of the Code.

(g) "Plan" has the meaning ascribed thereto in Section 1.
----

(h) "Regulations" shall mean the rules and regulations adopted or
-----------
proposed for adoption by the Internal Revenue Service under
Section 162(m) of the Code.

(i) "Semi-Annual Bonus Target" has the meaning ascribed thereto in
------------------------
Section 3.

(j) "Semi-Annual Earnings Target" has the meaning ascribed thereto in
---------------------------
Section 3.

(k) "Semi-Annual Cash Bonus" means the actual dollar amount of the
----------------------
semi-annual cash bonus determined by the Committee to be payable
to an Executive.

3. Semi-Annual Earnings Target and Semi-Annual Bonus Targets. The
---------------------------------------------------------
Committee shall semi-annually before the beginning of each six month
period (or before such later date as may be permitted by Section
162(m) of the Code and the Regulations) establish (a) the Company's
Semi-Annual Earnings Target for the six month period which converts
the Company's semi-annual performance into compensation to be paid to
Executives, and (b) the Semi-Annual Bonus Target for each Executive.
The Committee shall also establish the percentages, if any, of each
Executive's Semi-Annual Bonus Target which shall be earned if the
Company's Earnings Per Share for the six month period is less than the
Semi-Annual Earnings Per Share, provided that no Executive shall earn
any Semi-Annual Cash Bonus

unless at least 70% of the Semi-Annual Earnings Target for the six
month period has been met by the Company and 100% of the Semi-Annual
Earnings Target must be achieved in order for any Executive to qualify
for a Semi-Annual Cash Bonus equal to the Executive's Semi-Annual
Bonus Target for the year.

4. Certification of Annual Cash Flow; Maximum Bonuses. Following the end
--------------------------------------------------
of each six month period, the Committee shall review the Company's
Earnings Per Share for the six month period then just ended. If such
Earnings Per Share is at least 70% of the Semi-Annual Earnings Target
for the six month period, the Committee shall certify (a) the
percentage of the Semi-Annual Earnings Target achieved for the
applicable six month period within the meaning of the Code and the
Regulations, and (b) the amounts of the Semi-Annual Cash Bonuses
earned by each Executive for the six month period; provided, however,
that the maximum Semi-Annual Cash Bonus payable to the Company's Chief
Executive Officer for any fiscal year shall not exceed $500,000, and
for other Executives no Semi-Annual Cash Bonus may exceed 50% of the
Executive's base salary for the year. No Semi-Annual Cash Bonus shall
be payable in the absence of such certification.

5. Termination of Employment.
-------------------------

(a) If the Company terminates the employment of an Executive other
than for Cause (as such term is defined in the Executive's Employment
Agreement), or if the Executive terminates his or her employment for
Good Reason (as so defined), or if such employment is terminated due
to death or disability (as so defined), the Executive (or, in the case
of the Executive's death, his designated Beneficiary or estate as
provided under Section 12 herein) shall receive an amount for the six
month period in which such termination occurs equal to the Semi-Annual
Cash Bonus for the six month period as determined under Section 4
herein multiplied by a fraction the numerator of which shall be the
number of days from the beginning of such six month period to and
including the date of termination and the denominator of which shall
be 182.

(b) If the Executive's employment terminates for a reason described
in Section 5(a) herein other than death or disability, the Executive
shall receive, in addition to the amount described in Section 5(a)
herein, an amount equal to two times the Executive's maximum Semi-
Annual Cash Bonus for the current six month period (whether or not
earned).

(c) If the employment of an Executive terminates for a reason other
than one described in Section 5(a) herein, the Executive shall forfeit
any Annual Cash Bonus for the year in which such termination occurs.

6. Payment. Payment of Semi-Annual Cash Bonuses with respect to any six
-------
month period shall be made in cash as soon as practicable after the
Committee makes the certifications described in Section 4 herein, but
in no event later than 60 days after the end of the applicable six
month period.

7. Administration.
--------------

(a) The Plan shall be administered by the Committee appointed by the
Board from its "outside directors" (within the meaning of Section
162)(m) of the Code and the Regulations) none of whom is eligible to
participate in the Plan. The Board may from time to time appoint
members of the Committee in substitution for or in addition to members
previously appointed and may fill vacancies in the Committee.

(b) Subject to the express provisions of the Plan and the
requirements of Section 162(m) of the Code and the Regulations, the
Committee shall have complete authority to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to it and
to make all other determinations deemed necessary or advisable for the
administration of the

Plan. The certifications and determinations of the Committee on all
matters assigned to it by the Plan shall be conclusive.

(c) The Committee shall hold its meetings at such times and places as
it shall deem advisable. A majority of members shall constitute a
quorum and all determinations shall be made by a majority of such
quorum. Any determination reduced to writing and signed by all of the
members of the Committee shall be fully as effective as if it had been
made by a majority vote at a meeting duly called and held.

8. Termination and Amendment. The Plan shall continue in effect until
-------------------------
terminated by the Board. The Board may at any time terminate or amend
the Plan in such respects as it shall deem advisable; provided,
however, that any amendment shall comply with all applicable laws and
applicable requirements for exemption (to the extent necessary) under
Section 162(m) of the Code and the Regulations.

9. Withholding. The obligations of the Company to make payments under
-----------
the Plan shall be subject to applicable federal, state and local tax
withholding requirements.

10 Separability. If any of the terms or provisions of this Plan conflict
------------
with the requirements of Section 162(m) of the Code, the Regulations
or applicable law, then such terms or provisions shall be deemed
inoperative to the extent necessary to avoid the conflict with the
requirements of Section 162(m) of the Code, the Regulations or
applicable law without invalidating the remaining provisions hereof.

11. Non-Exclusivity of the Plan. The adoption of the Plan shall not be
---------------------------
construed as creating any limitations on the power of the Board to
adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting of stock options or the
awarding of stock or cash or other benefits otherwise than under the
Plan, and such arrangements may be either generally applicable or
applicable only in specific cases.

12. Beneficiaries. An Executive may designate a beneficiary or
-------------
beneficiaries, by written notice to the Company, to receive, in the
event of the death of the Executive, any payments remaining to be made
to the Executive under the Plan. The Executive shall have the right
to revoke any such designation and to redesignate a beneficiary or
beneficiaries by written notice to the Company to such effect. Such
written notices shall be effective upon receipt by the Company's
Corporate Secretary. If the Executive dies without naming a
beneficiary or if all of the beneficiaries named by the Executive
predecease the Executive, then any amounts remaining to be paid under
the Plan shall be paid to the Executive's estate.

13. Non-Alienation. Except as expressly provided herein, no Executive or
--------------
Beneficiary shall have the power or right to transfer (other than by
will or the laws of descent and distribution), alienate, or otherwise
encumber the Executive's interest under the Plan.

14. Governing Law. The Plan shall be governed by, and construed in
-------------
accordance with, the laws of the State of Michigan, without reference
to the principles of conflicts of laws.

15. Effectiveness of the Plan. Subject to receiving stockholder approval
-------------------------
as prescribed in Section 162(m) of the Code and the Regulations, the
Plan shall be effective for the Company fiscal year beginning July 1,
1994, and each year thereafter until the Plan is terminated.

PROXY

VALASSIS COMMUNICATIONS, INC.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned hereby appoints Alan F. Schultz, Robert L. Recchia and Barry P.
Hoffman, or any of them, with full power of substitution and revocation, as
attorneys and proxies, for and in the name, place and stead of the undersigned,
to vote all the shares of the common stock of VALASSIS COMMUNICATIONS, INC.,
owned or entitled to be voted by the undersigned as of the record date, at the
Annual Meeting of Stockholders of said Company scheduled to be held at the
Company's headquarters, 19975 Victor Parkway, Livonia, Michigan 48152, on
Tuesday, May 15, 2001 at 9:00 A.M. Eastern Time or at any adjournment or
adjournments of said meeting, on the following proposals as indicated.

(Please date and sign on reverse side)

Please date, sign and mail your
proxy card back as soon as possible!

Annual Meeting of Stockholders
VALASSIS COMMUNICATIONS, INC.

May 15, 2001

\/ Please Detach and Mail in the Envelope Provided \/
- --------------------------------------------------------------------------------

Please mark your
/X/ votes as in this
example.

FOR all nominees listed
at right (except as marked
to the contrary below) WITHHOLD Nominees: Richard N. Anderson
Patrick F. Brennan
1. Election of / / / / Seth Goldstein
Eight Brian J. Husselbee
Directors Robert L. Recchia
Marcella A. Sampson
Alan F. Schultz
Faith Whittlesey

INSTRUCTION: To withhold authority to vote for any individual nominee, write that
nominee's name in the space provided below.
_____________________________________________________________________

FOR AGAINST ABSTAIN
2. To reapprove and extend the Executive / / / / / /
Restricted Stock Plan, as amended to satisfy
certain Internal Revenue Code requirements.

3. To reapprove the Senior Executives Bonus / / / / / /
Plan, as amended, to satisfy Internal
Revenue Code requirements.

4. To ratify the selection of Deloitte & Touche / / / / / /
LLP as the Company's independent auditors
for the fiscal year ending December 31, 2001.

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

This proxy if properly executed and returned will be voted in accordance with
the directions specified herein. If no directions are specified, this proxy,
will be voted FOR the election of the Directors named at left or their
substitutes as designated by the Board of Directors and FOR the other proposals
listed herein. The proxies are authorized to vote as they may determine in their
discretion, upon such other business as may properly come before the meeting.

SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.

- ------------------------------------ ----------------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF CO-HOLDER (IF ANY)

Dated:____________________________, 2001

NOTE: Please sign exactly as your name appears hereon and date. Joint owners
should each sign. Trustees and fiduciaries should indicate the capacity in which
they are signing.