Exhibit 10(i)


                             THE VALSPAR CORPORATION
                   SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR
                                 RICHARD ROMPALA

ARTICLE 1. ESTABLISHMENT AND PURPOSE

         1.1 ESTABLISHMENT. The Valspar Corporation (the Company) hereby
establishes, effective as of October 29, 2001, an unfunded supplemental
executive retirement plan to be known as the Valspar Corporation Supplemental
Executive Retirement Plan (the Plan) for Richard Rompala (the Participant).

         1.2 PURPOSE. The Plan is established and is intended as an
unfunded plan to be maintained for the purpose of providing retirement income to
the Participant, and as such it is intended that the Plan be exempt from the
relevant requirements of Title I of the Employee Income Retirement Security Act
of 1974 (ERISA), as amended. The Plan is not intended to satisfy the
qualification requirements of Internal Revenue Code Section 401.

ARTICLE 2. DEFINITIONS

         2.1 DEFINITIONS. Whenever used herein, the following terms shall
have the respective meanings set forth below and, when intended, such terms
shall be capitalized.

         a.       "Actuarial Equivalent" means the equivalence in present value
                  of the annual annuity payment for the Participant's life
                  expectancy set forth in the table in Section 5.1, using the
                  mortality table assumptions defined under Section 417(e) of
                  the Code and an interest rate equal to the ten-year Treasury
                  Note rate on the most recent sale prior to the 90th day before
                  the date the first payment is made, except that, in
                  determining the Actuarial Equivalent of the single lump sum
                  only, the interest rate as determined above shall not exceed
                  7.5%.

         b.       "Board" means the Board of Directors of the Company.

         c.       "Cause" shall be determined solely by the Committee in
                  the exercise of good faith and reasonable judgment, and shall
                  mean the Participant willfully engaging in illegal conduct
                  that is materially and demonstrably injurious to the Company.

         d.       "Change in Control" shall have the same meaning as set
                  forth in the Change in Control Agreement between the Company
                  and the Participant as in effect on the date of this
                  Agreement, or as that definition may be amended from time to
                  time. In the event the Change in Control Agreement is no
                  longer in effect, the definition of Change in Control in that
                  Agreement shall nevertheless continue to apply to this Plan.


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         e.       "Code" means the Internal Revenue Code of 1986, as amended.

         f.       "Committee" means the Compensation Committee of the Board, or
                  any other committee designated by the Board to administer the
                  Plan, pursuant to Article 3.1 herein.

         g.       "Company" means The Valspar Corporation, a Delaware
                  corporation, or any successor thereto as provided in Article 8
                  herein.

         h.       "Disability" shall have the same meaning as used in the
                  Company's long-term disability plan to determine the
                  Participant's entitlement to benefits under that plan.

         i.       "Effective Date" means the date the Plan becomes effective, as
                  set forth in Article 1.1 herein.

         j.       "ERISA" means the Employee Retirement Income Security Act of
                  1974, as amended from time to time or any successor act
                  thereto.

         k.       "Participant" means Richard Rompala.

         l.       "Plan Year" means, for the first year of the Plan, the period
                  from the Effective Date through December 31, 2001. Thereafter,
                  Plan Year means the consecutive twelve-month period beginning
                  each January 1 and ending December 31.

         m.       "Spouse" means Jean Rompala.

         2.2 GENDER AND NUMBER. Except when otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

ARTICLE 3. ADMINISTRATION

         3.1 THE COMMITTEE. The Plan shall be administered by the Compensation
Committee of the Board, or by any other committee designated by the Board to
administer the Plan. The Committee may delegate any or all of its administrative
responsibilities hereunder.

         3.2 AUTHORITY OF THE COMMITTEE. Subject to the provisions herein
and subject to ratification by the Board, the Committee shall have the full
power to amend or terminate the Plan at any time (subject to Article 7 herein);
to construe and interpret the Plan and to make any other determination, which
may be necessary or advisable for the Plan's administration.

         3.3 DECISIONS BINDING. All determinations and decisions made by
the Committee pursuant to the provisions of the Plan, as ratified by the Board,
and all related orders or resolutions of the Board shall be final, conclusive,
and binding on all persons, including the Company, its employees, the
Participant, and their estates and beneficiaries.


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         3.4 NAMED FIDUCIARY. The Company shall be the named fiduciary of the
Plan.

ARTICLE 4. ELIGIBILITY

         4.1 TERMINATION OF EMPLOYMENT. The Participant shall be vested
and shall be entitled to receive the Participant's SERP benefits as set forth in
Article 5.1 if the Participant's employment with the Company terminates for any
of the following reasons:

         a.       Involuntary termination by the Company other than for Cause;

         b.       Voluntary resignation by the Participant prior to March 1,
                  2005, but only with the consent of the Compensation Committee
                  of the Board;

         c.       Voluntary resignation by the Participant anytime after a
                  Change in Control or anytime after February 28, 2005;

         d.       The Participant's death while employed by the Company; or

         e.       The Participant's Disability while employed by the Company.

         4.2 FORFEITURE OF BENEFIT. If the Participant voluntarily
resigns prior to March 1, 2005 other than as set forth in Section 4.1(b) or (c)
above, or if the Company terminates the Participant's employment for Cause at
any time, all benefits set forth in this Plan are forfeited.

ARTICLE 5. BENEFIT AMOUNT AND PAYMENT

         5.1 SERP BENEFIT. If the Participant is eligible for the SERP
benefit under Section 4.1, the Company shall make or commence payment of the
SERP benefit to the Participant on the date selected by the Participant
following the later of the date the Participant attains the age of 56, or the
date on which the Participant's termination of employment occurs (which date
shall not be earlier than 30 days after the Participant's termination of
employment); provided, however, that no payment under this Plan shall be made or
first commence in any fiscal year of the Company in which the Participant is a
"covered employee" as defined in Section 162(m) of the Code. The SERP benefit
shall be the amount set forth in the table below as the Annual Annuity payable
during the Participant's life.

   -------------------------------------------------------------------------
   Age at Commencement        Minimum         Annual Annuity Payable for the
     of SERP benefit       Lump Sum Value           Participant's Life
   -------------------------------------------------------------------------
          56                $2,790,000                  $250,000
          57                $3,300,000                  $300,000
          58                $3,790,000                  $350,000
      60 or older           $4,000,000                  $400,000
   -------------------------------------------------------------------------


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         In lieu of the annual payment for the Participant's life only, the
Participant may elect, as provided in Section 5.2 below, one of the following
forms: (i) a single lump sum; or (ii) an annual payment for the joint lives of
the Participant and Spouse (a joint and 100% survivor annuity); or (iii) an
annual payment for the life of the Participant and, upon the death of the
Participant, 50% of the annual payment for the life of the Spouse (a joint and
50% survivor annuity). The annual payment of the joint and 100% survivor annuity
or the joint and 50% survivor annuity shall be the Actuarial Equivalent of the
Annual Annuity payable for the Participant's life only. The single lump sum
shall be the Actuarial Equivalent of the Annual Annuity payable for the
Participant's life only, but not less than the amount set forth in the table
above as the Minimum Lump Sum Value.

         5.2 METHOD OF PAYMENT ELECTION. The Participant must make a
written election of the method and commencement of payment to the Committee,
which shall be effective immediately. Following such initial election, the
Participant may change his election at any time and from time to time
thereafter; provided, however, that any such change in his election as to the
method or commencement of payment will be valid only if it is made prior to the
earliest of the following dates:

         1. the date the Participant terminates employment with the Company;

         2. the last day of the Company's fiscal year prior to the year in which
            payment is made or first commences;

         3. January 1 of the year in which payment is made or first commences;
            and

         4. the date that is six months prior to the date payment is made or
            first commences.

Any election made after the earliest of the above dates will not be valid or
enforceable. The filing of any such valid written method of payment election
shall act as an immediate revocation as to any prior election. If the
Participant fails to provide a valid written method of payment election to the
Committee, the Participant's SERP benefit will be paid in an annual payment over
the Participant's life.

         5.3 DISABILITY. If the Participant suffers a Disability, the
SERP benefit shall be the amount determined under Section 5.1 as if the
Participant had terminated employment immediately prior to the Disability;
provided, however, that if the Disability occurs prior to the date the
Participant attains age 56, the SERP benefit shall be determined as if the
Participant had attained age 56. If the Participant suffers a Disability and is
unable to apply such payment to the Participant's own interest and advantage,
the Company or provider or payor of the benefit shall make any such payment or
payments due the Participant under the terms of the Plan in accordance with the
written directions of the Spouse (or if the Spouse is unable to so act, the
person or entity established, to the reasonable satisfaction of the Company and
its legal counsel, to have the legal authority to act on behalf of the
Participant with respect to such matters following his Disability), and the
Company and provider and payor shall be relieved of any further liability upon
payment of any amounts due hereunder at the direction of the Spouse (or such
other person or entity).


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         5.4 DEATH OF PARTICIPANT; DEATH OF SPOUSE. If the Participant
dies prior to the date the SERP benefit commences, the Spouse shall receive the
SERP benefit as if the Participant had terminated employment immediately prior
to the date of death; provided, however, that if the death occurs prior to the
date the Participant attains age 56, the SERP benefit shall be determined as if
the Participant had attained age 56. Any payment due the Spouse shall be the
form described in Section 5.1 elected by the Participant and in effect at the
time of the Participant's death. If the Participant dies after the date the SERP
benefit commences, any payment due the Spouse shall be determined by the form of
payment described in Section 5.1 then in effect.

         If the Spouse dies prior to the Participant, upon the death of the
Participant, no further payments will be made under the Plan.

         5.5 CHANGE IN CONTROL. If a Change in Control occurs, the SERP
benefit shall be the amount determined under Section 5.1 as of the Participant's
date of termination of employment; provided, however, that if the Change of
Control occurs prior to the date the Participant attains age 56, the SERP
benefit shall be determined as if the Participant had attained age 56
immediately prior to his termination of employment after the Change in Control.

ARTICLE 6. CLAIMS REVIEW

         6.1 CLAIMS PROCEDURE AND REVIEW. The Participant or Spouse (the
"claimant") may make a claim for Plan benefits within the time and in the manner
described herein. Such claim shall be made within 60 days after the claim arises
by filing a written request with the Vice President of Human Resources of the
Company, on behalf of the Committee. The Committee shall determine the claim
within a reasonable time after the receipt of the written claim. Notice of the
Committee's decision shall be communicated to the claimant in writing. If the
claim is denied, the notice shall include the specific reasons for the denial
(including reference to pertinent Plan provisions), a description of any
additional material or information necessary for the Committee to reconsider the
claim, the reasons for any of such additional material or information, and an
explanation of the review procedure.

         6.2 APPEAL. The Participant, Spouse or his or her duly
authorized representative may, within 90 days after receiving such written
notice, request the Board of the Company to review the Committee's decision. The
Board shall afford the claimant a hearing and the opportunity to review all
pertinent documents and submit issues and comments orally and in writing and
shall render a review decision in writing within 120 days after receipt of
request for review. The review proceeding shall be conducted in accordance with
the rules and regulations adopted from time to time by the Board.

ARTICLE 7. AMENDMENT AND TERMINATION

         The Committee hereby reserves the right to amend, modify, and/or
terminate the Plan at any time subject to ratification by the Board. However, no
such amendment or termination shall in any manner adversely affect the rights or
benefits of the Participant previously accrued herein without the consent of the
Participant.


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ARTICLE 8. MISCELLANEOUS

         8.1 UNFUNDED PLAN. The Plan is intended to be an unfunded plan
maintained primarily to provide supplemental pension benefits for Richard
Rompala, and is further intended to be exempt from the provisions of Parts 2, 3,
and 4 of Title I of ERISA.

         8.2 UNSECURED GENERAL CREDITOR. The Participant and the
Participant's beneficiaries, heirs, successors, and assigns shall have no
secured legal or equitable rights, interest, or claims in any property or assets
of the Company, nor shall they be beneficiaries of, or have any rights, claims,
or interests in any life insurance policies, annuity contracts, or the proceeds
therefrom owned or which may be acquired by the Company. Except as provided in
Article 8.3, such policies, annuity contracts, or other assets of the Company
shall not be held under any trust for the benefit of the Participant, the
Participant's beneficiaries, heirs, successors, or assigns, or held in any way
as collateral security for the fulfilling of the obligations of the Company
under this Agreement. Any and all of the Company's assets and policies shall be,
and remain, the general, unpledged, unrestricted assets of the Company. The
Company's obligation under this Agreement shall be that of an unfunded and
unsecured promise to pay money in the future.

         8.3 TRUST FUND. Prior to a Change in Control, the Company may in
its discretion establish one or more trusts, which may, but is not required to
be, irrevocable, with such trustees as the Committee may approve, and shall
deposit such amount of cash or other marketable securities as it determines in
its sole discretion, for the purpose of providing for the payment of benefits
under this Agreement. Immediately upon the occurrence of an event constituting a
Change in Control, the Company shall establish one or more such trusts, which
shall be irrevocable, and shall deposit cash or other marketable instruments
equal to the lump sum amount that would then be payable under Section 5.1 above
if the Participant terminated employment immediately after the Change in Control
(but no less than the minimum lump sum payable at age 56) and thereafter, the
Company shall immediately (but no more often than annually) deposit such
additional amount of cash or other marketable instruments equal to any increase
in such lump sum amount. The assets of such trust or trusts shall be subject to
the claims of the Company's general creditors. To the extent any benefits
provided under this Agreement are actually paid from any such trust, the Company
shall have no further obligation with respect thereto, but to the extent not so
paid, such benefits shall remain the obligation of, and shall be paid by the
Company.

         8.4 COSTS OF THE PLAN. All costs of implementing and
administering the Plan, and all costs incurred in providing the benefits
described herein, shall be borne by the Company.

         8.5 TAX WITHHOLDING. The Company shall have the right to require
the Participant to remit to the Company an amount sufficient to satisfy Federal,
state, and local tax withholding requirements, or to deduct from all payments
made pursuant to the Plan amounts sufficient to satisfy such withholding
requirements.


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         8.6 NONTRANSFERABILITY. The Participant's rights to benefits
provided hereunder may not be sold, transferred, assigned, or otherwise
alienated or hypothecated, other than by will or by the laws of descent and
distribution. In no event shall the Company make any payment under the Plan to
any assignee or creditor of the Participant or to any assignee or creditor of
the Spouse.

         8.7 SUCCESSORS. All obligations of the Company under the Plan
shall be binding upon and inure to the benefit of any successor to the Company,
whether the existence of such successor is the result of a direct or indirect
purchase, merger, consolidation, or otherwise, of all or substantially all of
the business and/or assets of the Company.

         8.8 SEVERABILITY. In the event any provision of the Plan shall
be held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.

         8.9 APPLICABLE LAW. To the extent not preempted by federal law,
the Plan shall be governed by and construed in accordance with the laws of the
state of Minnesota.


         The Valspar Corporation             Participant

         /s/Michael P. Sullivan              /s/Richard M. Rompala
         Michael P. Sullivan                 Richard M. Rompala
         Chair of the                        Chief Executive Officer
         Compensation Committee              The Valspar Corporation