EXHIBIT 10(f)

                             THE VALSPAR CORPORATION
                         KEY EMPLOYEE ANNUAL BONUS PLAN
                       AS AMENDED THROUGH OCTOBER 20, 1999

                                  KEY EMPLOYEE

PURPOSE:

The purpose of The Valspar Corporation Key Employee Annual Bonus Plan is to more
closely align the goals and motivation of management with those of other Valspar
shareholders and to provide key personnel with a long-term capital appreciation
opportunity. This purpose is accomplished by granting options to acquire Valspar
stock based on the performance of the Participant and Valspar and by encouraging
the conversion of performance based cash bonuses to grants of restricted Valspar
stock.

DEFINITIONS:

"Bonus and Election Form" shall mean the form used from time to time by Valspar
for Participants to make elections under the Plan for each Fiscal Year.

"Cash Bonus Amount" shall mean the amount determined for a Participant for a
particular Fiscal Year as set forth in Section 2 below. The amount of the Cash
Bonus Amount will not change if all or part is converted into a restricted stock
grant pursuant to the terms of this Plan.

"Change of Control" shall be deemed to have occurred in any of the following
circumstances: (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; (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.

"Committee" shall mean the Compensation Committee of the Board of Directors of
Valspar as constituted from time to time; provided, however, each member of the
Committee shall be an outside director within the meaning of Section 162(m) of
the Internal Revenue Code of 1986, as amended (the "Code") and the rules and
regulations thereunder.

"Disability" shall mean permanent disability as that term is defined under the
long term disability insurance coverage offered by Valspar to its employees at
the time the determination is to be made.

"Eligible Employee" shall mean an Employee that the Committee has determined to
permit to become a Participant.

"Employee" shall mean each person who is an employee of Valspar which term shall
include both full and part-time employees but shall not include independent
contractors providing services to Valspar.

"Fiscal Year" shall mean the period corresponding with each of the fiscal years
of Valspar.

"Option Plan" shall mean The Valspar Corporation 1991 Stock Option Plan, or any
other stock option plan of Valspar designated by the Committee.

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"Participant" shall mean an Eligible Employee that has executed a Bonus and
Election Form and who remains a Participant pursuant to the provisions of
Section 1 of the Plan.

"Plan" shall mean The Valspar Corporation Key Employee Annual Bonus Plan, as set
forth herein and as amended from time to time.

"Plan Administrator" shall mean the person or persons designated as such from
time to time by the Committee. If no person is designated as the Plan
Administrator, the Plan Administrator shall be the Secretary of Valspar.

"Retirement" shall mean the termination of employment with Valspar at any time
after the Employee has attained the age of sixty years (or age fifty-five with
an executed non-compete agreement) for any reason other than Termination for
Cause.

"Stock" shall mean the common stock of Valspar, par value $.50 per share.

"Termination for Cause" shall mean the termination of employment with Valspar as
a result of an illegal act, gross insubordination or willful violation of a
Valspar policy by an Employee.

"Valspar" shall mean The Valspar Corporation, a Delaware corporation, with its
principal offices in Minneapolis, Minnesota.

PLAN:

     1. PARTICIPANTS: From time to time, the Committee shall determine the
Employees who will be Eligible Employees under the Plan. As soon as possible
after the Committee has made its determination, the Plan Administrator will
notify each Eligible Employee of his/her eligibility. An Eligible Employee shall
become a participant by executing a Bonus and Election Form and filing it with
the Plan Administrator. A Participant will cease being a Participant upon the
earlier of (i) his/her termination of employment with Valspar for any reason or
(ii) a determination by the Committee that he/she shall no longer be an Eligible
Employee.

     2. CASH BONUS DETERMINATION AND AMOUNT:

     (a) Each Participant will be eligible to earn a Cash Bonus Amount
calculated as a percentage of that Participant's base salary for the Fiscal Year
based on the performance of the Participant and/or Valspar for such Fiscal Year
as determined pursuant to The Valspar Corporation Incentive Bonus Plan for Key
Employees (the "Incentive Plan").

     (b) With respect to any executive officers designated by the Committee (the
"Designated Executive Officers"), who shall always include the Chief Executive
Officer, the Chief Operating Officer and the President, (i) the Committee will
identify specific performance targets and maximum bonus levels, as a percentage
of base salary, for each Designated Executive Officer under the Incentive Plan
within the first 90 days of each Fiscal Year and record these targets and bonus
levels in writing; (ii) the performance targets for Designated Executive
Officers shall be limited to one or more of the following categories for the
Fiscal Year, either on an absolute basis or a comparative basis with other
Fiscal Years: gross or net sales, expenses as a percentage of net sales,
inventory turns, earnings per share, return on average equity, cash flow, and
gallon sales; (iii) the Committee will certify in writing following the end of
the Fiscal Year whether the performance targets have been met and the level of
the Cash Bonus Amount earned under the Incentive Plan; and (iv) the maximum Cash
Bonus Amount for any Designated Executive Officer under the Incentive Plan for
any Fiscal Year shall be $1,000.000.00.

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     3. RESTRICTED STOCK GRANT:

     (a) A Participant may elect prior to the beginning of each Fiscal Year to
convert all or any portion of his/her Cash Bonus Amount for that Fiscal Year
into a grant of restricted Stock. The number of shares of Stock contained in the
grant of restricted Stock for each Fiscal Year shall be determined by dividing
the Cash Bonus Amount for that Fiscal Year that is converted into a grant of
restricted Stock by the average closing price of one share of Stock on the New
York Stock Exchange for the ten business days immediately prior to the date on
which the Cash Bonus Amount for such Fiscal Year was to be paid. The maximum
number of shares that may be granted to any Designated Executive Officer under
this Section 3(a) for any Fiscal Year shall be 250,000 shares.

     (b) Each participant who receives a Cash Bonus Amount (whether or not
he/she elects to convert all or any portion of his/her Cash Bonus Amount into a
grant of restricted Stock pursuant to the previous paragraph) will also receive
a grant of restricted Stock equal to his/her Cash Bonus Amount. The number of
shares of Stock contained in the grant of restricted Stock under this paragraph
for each Fiscal Year shall be determined by dividing the Cash Bonus Amount for
that Fiscal Year by the average closing price of one share of Stock on the New
York Stock Exchange for the ten business days immediately prior to the date on
which the Cash Bonus Amount for such Fiscal Year was to be paid.

     (c) Notwithstanding the fact that the number of shares of Stock contained
in any grant of restricted Stock made pursuant to Sections 3(a) or (b) above is
not determined until after the end of each Fiscal Year, a Participant who is a
Participant on the last day of a Fiscal Year shall be entitled to his/her Cash
Bonus Amount and/or grant(s) of restricted Stock for such Fiscal Year even if
such Participant is not a Participant on the date the Cash Bonus Amount is
determined or paid or when the number of shares of Stock to be contained in the
grant(s) of restricted Stock is determined or the certificate representing those
shares is issued.

     (d) Immediately upon determination of the number of shares of Stock
contained in the grant of restricted Stock, Valspar shall cause to be issued a
stock certificate representing such shares of Stock in the name of the
Participant. All certificates representing shares of Stock that are subject to
the risk of forfeiture set forth in Section 3(e) below shall be held for Valspar
by the Plan Administrator; provided, however, the person in whose name the
certificate is issued shall be entitled to vote the shares represented by such
certificate and receive dividends attributable thereto until such time, if ever,
the shares are forfeited pursuant to Section 3(e) below.

     (e) The shares of Stock contained in each grant of restricted Stock are
forfeitable for three years from the date of the grant if the Participant's
employment with Valspar terminates for any reason other than death, Disability,
Retirement or Change of Control. Such shares of Stock shall not be forfeitable
if (i) the Participant's employment with Valspar terminates during such three
year period as a result of the Participant's death, Disability or Retirement,
(ii) any Change of Control (see Definitions) occurs during such three year
period, or (iii) the Participant's employment with Valspar terminates after the
end of such three year period. At such time as the foregoing risk of forfeiture
lapses, the certificate representing the shares of Stock shall be distributed to
the person in whose name it was issued, or if appropriate that person's estate.
If the shares of Stock are forfeited, the certificate representing those shares
shall be canceled.

     (f) A maximum of 1,400,000 shares of stock may be issued as restricted
Stock under the Plan.

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     4. NONSTATUTORY STOCK OPTIONS:

     (a) For each Fiscal Year, each Participant will be granted a nonstatutory
stock option under the Option Plan. The number of shares of Stock included in
the nonstatutory stock option will be determined by dividing a percentage of the
participant's base salary by the average closing price of one share of Stock on
the New York Stock Exchange for the ten business days prior to the date on which
the Cash Bonus Amount for such Fiscal Year was to be paid.

     (b) Each such option shall be evidenced by an option agreement between the
Participant and Valspar which shall be prepared and executed as soon as possible
after the determination of the number of shares of Stock to be covered by the
option. The option agreement shall provide for an exercise price per share equal
to the closing price of one share of Stock on the New York Stock Exchange on the
day prior to the date on which the number of shares of Stock included in the
nonstatutory stock option is determined, a term of ten years, vesting at the
rate of 33 1/3% per year so that the option will be fully exercisable three
years after the date of grant and will permit the option to be exercised by
surrendering other shares of Stock owned by the Participant. The option
agreement shall also provide for full vesting in the event that (i) the
Participant's employment with Valspar terminates as a result of death,
Disability or Retirement or (ii) a Change of Control (see Definitions) occurs.
The option agreement shall permit the exercise in full of the option for the
remainder of its term in the event of a Change of Control. Terms for stock
option vesting are stated in the attached Appendix.

     5. CHANGE OF CONTROL:

     Upon any Change of Control (see Definitions), each outstanding option shall
immediately become exercisable in full for the remainder of its term, without
regard to any vesting or installment exercise provisions theretofore applicable
to the option, and all restrictions shall immediately lapse with respect to each
grant of restricted Stock. This section applies to all options and grants of
restricted Stock outstanding under this Plan as of June 16, 1999, as well as to
all options and restricted Stock granted under this Plan thereafter.

     6. MISCELLANEOUS:

     (a) The Board of Directors of Valspar or the Committee may, at any time and
without further action on the part of the shareholders of Valspar, terminate
this Plan or make such amendments as it deems advisable and in the best
interests of Valspar; provided, however, that no such termination or amendment
shall, without the consent of the Participant, materially adversely affect or
impair the right of the Participant with respect to a Cash Bonus Amount that the
Participant has already earned or a grant of restricted Stock or a nonstatutory
stock option that the Participant has already received; and provided, further,
that unless the shareholders of Valspar shall have approved the same, no
amendment shall, either directly or indirectly:

          (1)  Materially increase the total number of shares of Stock that may
               be awarded under this Plan to all Participants;

          (2)  Materially increase the benefits accruing to Participants under
               the Plan; or

          (3)  Materially modify the requirements as to eligibility for
               participation in the Plan.

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     (b) Valspar shall be entitled to withhold and deduct from future wages of a
Participant or from the Cash Bonus Amount, or make other arrangements for the
collection of, all legally required amounts necessary to satisfy any and all
federal, state and local withholding and employment-related tax requirements
attributable to the lapse of restrictions applicable to the grant of restricted
Stock pursuant to the Plan, or shall require the Participant promptly to remit
the amount of such withholding tax obligations to Valspar before issuing any
certificate for shares of Stock awarded under a grant of restricted Stock.
Subject to such rules as the Compensation Committee may adopt, the Committee
may, in its sole discretion, permit a Participant to satisfy such withholding
tax obligations, in whole or in part, with shares of Stock having an equivalent
fair market value or by electing to have Valspar withhold shares of Stock having
an equivalent fair market value from the shares that may be issued pursuant to a
grant of restricted Stock; provided, however, that the Participant must comply
with any applicable provisions of Rule 16b-3 or its successor, as then in
effect, of the General Rules and Regulations under the Securities and Exchange
Act of 1934, as amended.

     (c) The categories of performance criteria for Designated Executive
Officers under Section 2(b) shall be subject to shareholder approval at the
first shareholders meeting following the Fiscal Year ending October 30, 1998.
These categories, or new categories of performance criteria for the Designated
Executive Officers, shall be subject to shareholder approval at the first
shareholders meeting following the end of each fifth Fiscal Year after 1998.

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                                    APPENDIX

                                    OFFICERS
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                    STOCK OPTION VESTING TERMS AND CONDITIONS
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Option Term                   *  10 years
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Vesting                       *  one year from date of grant: option may be
                                 exercised for one-third of the shares
                                 originally granted

                              *  two years from date of grant: option may be
                                 exercised for two-thirds of the shares
                                 originally granted

                              *  three years from date of grant: option may be
                                 exercised in whole or part during the remaining
                                 option term
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Retirement After Age 60       *  100% vested

                              *  three (3) years to exercise, not to exceed
                                 original option term
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Retirement After Age 55       *  per cent vested at time of retirement, 30 days
                                 to exercise, not to exceed original option term

                              *  100% vested, three (3) years to exercise, with
                                 non-compete agreement executed at time of
                                 retirement, not to exceed original option term
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Death or Disability           *  100% vested

                              *  one (1) year to exercise, not to exceed
                                 original option term
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Change of Control             *  100% vested

                              *  option becomes exercisable in full for the
                                 remainder of its term without regard to any
                                 vesting or installment exercise provisions then
                                 applicable to the option
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Termination                   *  per cent vested at time of termination

                              *  30 days to exercise, not to exceed original
                                 option term
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Termination For Cause         *  forfeit unexercised options
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