EXHIBIT 10(d)

                             THE VALSPAR CORPORATION
                             1991 STOCK OPTION PLAN
                      AS AMENDED THROUGH SEPTEMBER 20, 1999

1.   PURPOSES OF THE PLAN

          The purposes of the 1991 Stock Option Plan (the "Plan") are (i) to
     enhance the ability of The Valspar Corporation (the "Company") and its
     subsidiary companies to attract and retain superior personnel and (ii) to
     stimulate and reward their interest and initiative. The Plan is designed to
     enable key officers and employees, and certain other key individuals who
     perform services for the Company, to contribute to the Company's strategic
     performance objectives by making such individuals eligible to receive
     options to purchase common stock of the Company as provided herein. Subject
     to the provisions of the Plan, options may contain such terms and
     conditions as shall be required so as to be either nonqualified stock
     options or incentive stock options as defined in Section 422 of the
     Internal Revenue Code of 1986, as amended (the "Code"). Subject to such
     limits as may be imposed by existing or future laws or by the Plan,
     nonqualified stock options or incentive stock options or both may be
     granted to eligible individuals.

2.   STOCK SUBJECT TO THE PLAN

          Shares to be issued under the Plan shall be common stock of the
     Company (par value $.50 per share) ("common stock"), not to exceed a
     maximum of 6,000,000 shares, and may be unissued shares or reacquired
     shares. If any options granted under the Plan expire or terminate without
     having been exercised in full, such unpurchased shares shall be available
     for other option grants. If shares of common stock are delivered as full or
     partial payment upon exercise of an option, the number of shares so
     delivered shall again be available for other option grants.

3.   ADMINISTRATION

          The Plan shall be administered by a committee (the "Committee"),
     appointed from time to time by the Company's Board of Directors (the
     "Board"), consisting of not less than two members of the Board. Each
     Committee member shall be (a) non-employee director within the meaning of
     Rule 16b-3 under the Securities Exchange Act of 1934 (the "Exchange Act")
     or any successor Rule and (b) an outside director within the meaning of
     Section 162(m) of the Internal Revenue Code of 1986, as amended, and the
     rules and regulations thereunder. Except as provided below, the Committee
     shall determine from time to time (i) the individuals to whom grants will
     be made; (ii) the number of shares to be granted; and (iii) the terms and
     provisions of each option (which need not be identical). Except as provided
     below, each grant shall be in such form and content as the Committee shall
     determine.

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          The Committee may from time to time adopt rules for carrying out the
     Plan and for its interpretation and construction which rules shall be
     final, conclusive and binding on all parties. All determinations of the
     Committee shall be made by a majority of the Committee. Any determination
     reduced to writing and signed by all members shall be as effective as if it
     had been made by a majority vote at a duly constituted meeting.

          The Company's Chief Executive Officer may, on a discretionary basis
     and without Committee review or approval, grant options to purchase up to
     5,000 shares each to new employees of the Company who are not officers of
     the Company. Such discretionary option grants shall not exceed 25,000
     shares in total in any fiscal year. Subject to the foregoing limitations,
     the Chief Executive Office shall determine from time to time (i) the new
     employees to whom grants will be made, (ii) the number of shares to be
     granted, and (iii) the terms and provisions of each option (which need not
     be identical).

4.   ELIGIBILITY

          Options will be granted only to salaried officers and employees of the
     Company or of a subsidiary (as defined in Section 425 of the Code) and to
     any other individual who performs services for the Company and contributes
     to its strategic performance objectives, including, without limitation,
     members of the Board of Directors, consultants and advisors ("Optionee");
     provided, however, that a consultant or advisor shall not be eligible to
     receive stock options hereunder unless such consultant or advisor renders
     bona fide services to the Company or a subsidiary and such services are not
     in connection with the offer or sale of securities in a capital-raising
     transaction.

          Notwithstanding any other provisions of the Plan, the maximum number
     of shares of Common Stock that may be covered by option grants to a person
     covered by Section 162(m) of the Code during any fiscal year shall be
     500,000 shares.

5.   OPTION PRICE

          The exercise price of each option shall be not less than 100% of the
     fair market value of the common stock at the closing price on the day
     preceding the date that such option is granted.

6.   EXERCISE OF OPTION

          The Committee may prescribe at the time of grant that the option will
     be exercisable in full or in installments at any time or from time to time.
     Optionee is not required to exercise options in the sequential order that
     the options were granted. An option shall be exercised by written notice in
     a form designated by the Company accompanied by full payment of the
     purchase price. All or part of the purchase price may be paid by surrender
     (or deemed surrender through attestation) of previously acquired shares of
     common stock which has been owned for more than six months on the date of
     surrender valued at the fair market value at the closing price on the day
     preceding the date of exercise. Until an option is exercised and the stock
     certificate issued, the Optionee shall have no rights as a stockholder with
     respect to such option.

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7.   WITHHOLDING OF TAXES

          Upon exercise of an option, the Optionee shall (i) pay cash, (ii)
     surrender previously acquired shares of common stock or (iii) authorize the
     withholding of shares from the shares issued upon exercise of an option for
     all taxes required to be withheld.

8.   NON-TRANSFERABILITY

          Options shall not be transferable, voluntarily or involuntarily,
     except by will or applicable laws of descent and distribution. Only the
     Optionee or Optionee's legal representative or guardian may exercise the
     option.

9.   DILUTION OR OTHER ADJUSTMENTS

          The number of shares subject to the Plan, the outstanding options and
     the exercise price may be adjusted by the Committee as it deems equitable
     in the event of stock split, stock dividend, recapitalization,
     reclassification or similar event to prevent dilution or enhancement of
     option rights.

10.  MERGERS, ACQUISITION OR OTHER REORGANIZATION

          The Committee may make provision, as it deems equitable, for the
     protection of Optionees with grants of outstanding options in the event of
     (a) merger of the Company into, or the acquisition of substantially all of
     the stock or assets of the Company by, another entity; or (b) liquidation;
     or (c) other reorganization of the Company.

11.  CHANGE OF CONTROL

          Upon any Change of Control, each outstanding option shall immediately
     become exercisable in full for the remainder of its term without regard to
     any vesting or installment exercise provisions then applicable to the
     option. This section applies to all options outstanding under this Plan as
     of June 16, 1999, as well as to all options granted under this Plan
     thereafter. For purposes of this Plan, the term "Change of Control" means
     any of the following:

          A. Any individual, entity or group becomes a beneficial owner (as
     defined in Rule 13d-3 of the Securities Exchange Act of 1934), directly or
     indirectly, of 20% or more of the voting stock of the Company;

          B. The persons who were directors of the Company immediately prior to
     any contested election or series of contested elections, tender offer,
     exchange offer, merger, consolidation, other business combinations, or any
     combination of the foregoing cease to constitute a majority of the members
     of the Board of Directors of the Company immediately following such
     occurrence;

          C. Any merger, consolidation, reorganization or other business
     combination where the individuals or entities who constituted the Company's
     shareholders immediately prior to the combination will not immediately
     after the combination own at least 50% of the voting securities of the
     business resulting from the combination;

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          D. The sale, lease, exchange or other transfer of all or substantially
     all the assets of the Company to any individual, entity or group not
     affiliated with the Company;

          E. The liquidation or dissolution of the Company; or

          F. The occurrence of any other event by which the Company no longer
     operates as an independent public company.

12.  AMENDMENT OF THE PLAN

          The Plan may be amended, suspended or discontinued in whole or in part
     at any time and from time to time by the Board, provided, however, that no
     amendment to increase the number of shares with respect to which options
     may be granted, or to increase materially the benefits accruing to
     Optionees, or to materially modify the requirements as to eligibility,
     shall be effective without stockholder approval where the failure to obtain
     such approval would adversely affect the compliance of the Plan with Rule
     16b-3 under the Exchange Act or successor rule and with other applicable
     law, including the Code. No amendment of the Plan shall adversely affect in
     a material manner any right of any Optionee with respect to a prior grant
     without such Optionee's written consent.

13.  DURATION OF THE PLAN

          The Amended Plan shall become effective as of December 16, 1998,
     subject to stockholder approval of the limitation on options granted to a
     person covered by Section 162(m) of the Code pursuant to Section 4.
     Incentive Stock Options may be granted from time to time during a period of
     ten (10) years from the effective date of the Amended Plan. Nonqualified
     stock options may be granted from time to time from the effective date
     until the Plan is discontinued or terminated by the Board.