Exhibit 10(j)


                             THE VALSPAR CORPORATION
                 KEY EMPLOYEE LONG-TERM INCENTIVE BONUS PROGRAM

1.       PURPOSE. The purpose of the Key Employee Long Term Incentive Bonus
         Program (the "Program") is to provide an incentive to eligible
         management employees to increase the shareholder value of The Valspar
         Corporation (the "Company") through a cash award based on the earnings
         per share growth of the Company during a three fiscal year cycle. This
         Program shall be in addition to any other award or grant under any
         other bonus or stock incentive plan of the Company.

2.       RECIPIENTS. The Compensation Committee shall determine the Employees of
         the Company, other than Richard Rompala, who shall participate in this
         Program (the "Recipient") and who are eligible to receive an Award
         pursuant to Section 5 below, provided the Recipient satisfies the
         conditions set forth herein. The Compensation Committee, in its
         discretion, may make any Employee who had been appointed or promoted
         after the commencement of a Performance Period(s) eligible to receive
         an Award, provided that such Employee's Award shall be pro rated based
         on the period during which the Employee participates for the remainder
         of such Performance Period(s). Except as otherwise provided in Section
         6, an Employee shall cease to be an eligible Recipient under this
         Program upon the earlier of (a) his or her termination of employment
         with Valspar for any reason or (b) a determination by the Compensation
         Committee that he or she shall no longer be eligible for this Program.

3.       PERFORMANCE PERIOD. The Performance Period will be three consecutive
         fiscal years of the Company. The first Performance Period will commence
         November 1, 2001. A new Performance Period shall commence on the first
         day of each subsequent fiscal year and end on the last day of the third
         fiscal year following such date.

4.       PERFORMANCE GOAL. The Performance Goal shall be the cumulative earnings
         per share ("EPS") of common stock of the Company for each Performance
         Period as set by the Committee and recorded in its minutes. The
         Performance Goal may be expressed as a range. The Performance Goal must
         be established no later than the end of the ninth month after the
         beginning of the Performance Period, and shall not be modified
         thereafter. The Performance Goal for a subsequent Performance Period
         need not be consistent with the Performance Goal for any prior
         Performance Period. The EPS shall be determined based upon the audited
         financial statements of the Company; provided that the Committee, in
         its discretion, may adjust such EPS for extraordinary items. The
         Committee will, as soon as administrative feasible following the end of
         each Performance Period, certify in writing as to the actual EPS
         achieved and the level of the Awards based on the Performance Goal.


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5.       AWARDS. Each Recipient who meets the conditions for payment as
         described below will receive a cash bonus (the "Award") equal to a
         percentage of the Recipient's annual base salary in effect on the first
         day of the Performance Period, such percentage to be determined by the
         Compensation Committee and recorded in its minutes. If the Performance
         Goal is expressed as a range, the amount of each Recipient's Award will
         vary in direct proportion to the level of achievement within the
         Performance Goal range; provided, however, that the Committee may, at
         the time the Award is set, establish a minimum Award and a maximum
         Award regardless of the level of achievement of the Performance Goal.
         The Company shall notify each Recipient of the amount or range of his
         or her individual Award as soon as administratively feasible after the
         Committee establishes the Award.

6.       CONDITIONS OF PAYMENT. Except as provided in the next sentence or in
         Section 9 below, no Recipient shall be entitled to any Award under this
         Program unless the Recipient is an active employee of the Company on
         the last day of the Performance Period. Notwithstanding the foregoing,
         a Recipient shall be entitled to an Award for a Performance Period if
         the Recipient's employment with the Company terminated during the
         Performance Period as a result of death, Disability or Retirement,
         provided that the amount of the Award (as otherwise determined as
         provided in Section 5 above at the end of each Performance Period in
         effect at the time of death, Disability or Retirement) pro-rated for
         that portion of the Performance Period(s) during which the Recipient
         was employed. For purposes of this Program: (a) Disability shall mean
         the date the Recipient qualifies for long term disability benefits
         under any program maintained by the Company; and (b) Retirement shall
         mean termination of employment at any time after the Recipient has
         attained age 60 (or age 55 with an executed non-compete agreement).
         Nothing herein shall require the payment of any Award prior to the date
         set forth in Section 7.

7.       PAYMENT OF AWARDS; WITHHOLDING. The date of payment of an Award shall
         be as soon as administratively feasible following the certification of
         the achievement of the Performance Goal by the Compensation Committee,
         but not later than 90 days after the end of the Performance Period. The
         Company shall withhold from the payment of any Award any and all
         applicable taxes required by law.

8.       RIGHTS OF RECIPIENTS. No Recipient shall be entitled to any rights
         under this Program prior to the date of payment of any Award. Nothing
         in this Program shall limit the right of the Company to terminate the
         employment of any Recipient or confer upon any Recipient any right to
         continue in the employ of the Company.

9.       DISCRETION OF COMMITTEE. The Committee shall have the discretion to
         administer this Program, to establish rules, and to interpret its
         provisions, consistent with its purposes. The Committee may accelerate
         the achievement of Performance Goals, pay a pro-rata portion of any
         Award prior to the end of a Performance Period or make other
         adjustments as it deems appropriate, which need not be uniform for all
         Recipients.


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10.      AMENDMENTAND TERMINATION. The Committee and the Board reserve the
         right: (a) to amend this Program at any time; (b) to cancel any
         Performance Goal and any Award associated therewith at any time prior
         to the end of the Performance Period; (c) to discontinue the
         establishment of future Performance Periods and Awards; (d) to modify
         the class of eligible Recipients for future Awards, and (e) to
         terminate the Program, in each event without further obligation to any
         Recipient.

11.      EFFECTIVE DATE. This Program is established by the Compensation
         Committee at its meeting held on February 26, 2002, and is effective as
         of November 1, 2001.

                                                      THE VALSPAR CORPORATION

                                                      By:  /s/Rolf Engh
                                                           ---------------------
                                                      Its: Senior Vice President
                                                           ---------------------


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                                    EXHIBIT A

                 PERFORMANCE PERIODS AND PERFORMANCE GOAL RANGE
               UNDER THE KEY EMPLOYEE LONG TERM INCENTIVE PROGRAM

<TABLE>
<CAPTION>
------------------------------- ---------------------------- ---------------------------- ----------------------------
      PERFORMANCE PERIOD            EARNINGS PER SHARE                 MINIMUM                      MAXIMUM
        (FISCAL YEARS)               PERFORMANCE GOAL            EARNINGS PER SHARE           EARNINGS PER SHARE
                                                                  PERFORMANCE GOAL             PERFORMANCE GOAL
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>       <C>                              <C>                          <C>                          <C>
          2002-2004                        $7.90                        $6.70                        $9.10

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