Exhibit 4(c)





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                             THE VALSPAR CORPORATION

                                6% Notes due 2007



                          FIRST SUPPLEMENTAL INDENTURE

                           Dated as of April 30, 2002

                                       to

                      Indenture Dated as of April 24, 2002


                          BANK ONE TRUST COMPANY, N.A.

                                     Trustee




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<PAGE>


                                TABLE OF CONTENTS
<TABLE>


<S>                                                                                                             <C>
Article I APPLICATION OF SUPPLEMENTAL INDENTURE AND CREATION OF 6% NOTES DUE 2007................................1
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    Section 1.01 Application of this Supplemental Indenture......................................................1
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    Section 1.02 Effect of Supplemental Indenture................................................................2
    ----------------------------------------------
    Section 1.03 Designation and Amount of 2007 Notes............................................................2
    --------------------------------------------------
    Section 1.04 Terms; Form of Security.........................................................................2
    -------------------------------------
    Section 1.05 Payment of Principal and Interest...............................................................3
    -----------------------------------------------
    Section 1.06 Ranking.........................................................................................4
    ---------------------
    Section 1.07 Security Registrar and Paying Agent.............................................................4
    -------------------------------------------------
    Section 1.08 Sinking Fund....................................................................................4
    --------------------------

Article II DEFINITIONS AND INCORPORATION BY REFERENCE............................................................4
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    Section 2.01 Definitions.....................................................................................4
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    Section 2.02 Other Definitions...............................................................................7
    -------------------------------
    Section 2.03 Incorporation by Reference of Trust Indenture Act...............................................7
    ---------------------------------------------------------------

Article III REDEMPTION...........................................................................................7
----------------------

    Section 3.01 Optional Redemption.............................................................................7
    ---------------------------------
    Section 3.02 Notices to Trustee..............................................................................8
    --------------------------------
    Section 3.03 Selection of 2007 Notes To Be Redeemed..........................................................8
    ----------------------------------------------------
    Section 3.04 Notice of Redemption............................................................................8
    ----------------------------------
    Section 3.05 Effect of Notice of Redemption..................................................................9
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    Section 3.06 Deposit of Redemption Price.....................................................................9
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    Section 3.07 2007 Notes Redeemed in Part....................................................................10
    -----------------------------------------

Article IV REMEDIES.............................................................................................10
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    Section 4.01 Events of Default..............................................................................10
    -------------------------------

Article V COVENANTS.............................................................................................10
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    Section 5.01 Limitation on Liens............................................................................10
    ---------------------------------
    Section 5.02 Limitation on Sale and Leaseback Transactions..................................................11
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Article VI MISCELLANEOUS........................................................................................12
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    Section 6.01 Issuance of Additional Notes...................................................................12
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    Section 6.02 Trust Indenture Act Controls...................................................................12
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    Section 6.03 Notices........................................................................................13
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    Section 6.04 When 2007 Notes Disregarded....................................................................13
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    Section 6.05 Rules by Trustee, Paying Agent and Security Registrar..........................................14
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    Section 6.06 Payment on Business Days.......................................................................14
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    Section 6.07 Governing Law..................................................................................14
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                                       i
<PAGE>


    Section 6.08 No Personal Liability of Directors, etc........................................................14
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    Section 6.09 Successors.....................................................................................14
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    Section 6.10 Multiple Originals.............................................................................14
    --------------------------------
    Section 6.11 Table of Contents; Headings....................................................................14
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    Section 6.12 Not Responsible for Recitals or Issuance of 2007 Notes.........................................15
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    Section 6.13 Adoption, Ratification and Confirmation........................................................15
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</TABLE>



                                       ii
<PAGE>


         This FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated
as of April 30, 2002, to the Indenture (the "Existing Indenture") dated as of
April 24, 2002, between THE VALSPAR CORPORATION, a Delaware corporation (the
"Company"), and BANK ONE TRUST COMPANY, N.A., as Trustee (the "Trustee") (the
Existing Indenture as supplemented by this Supplemental Indenture, the
"Indenture").

                                    RECITALS

         WHEREAS, the Company and the Trustee have heretofore executed and
delivered the Existing Indenture to provide for the issuance of the Company's
debt securities in one or more series;

         WHEREAS, Sections 201, 301 and 901 of the Existing Indenture provide,
among other things, that the Company and the Trustee may, without the consent of
Holders, enter into indentures supplemental to the Existing Indenture to provide
for specific terms applicable to any series of notes and to add to the covenants
of the Company for the benefit of the Holders of each series of notes (and if
such covenants are to be for the benefit of less than all series of notes,
stating that such covenants are expressly being included solely for the benefit
of such series);

         WHEREAS, the Company desires to provide for the issuance of new series
of debt securities to be designated as the 6% Notes due 2007 (the "2007 Notes"),
and to set forth the terms that will be applicable thereto; and

         WHEREAS, all action on the part of the Company necessary to make this
Supplemental Indenture a valid agreement of the Company and to authorize the
issuance of the 2007 Notes under the Indenture (as supplemented hereby) has been
duly taken;

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the sufficiency and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:

                                    ARTICLE 1

                      APPLICATION OF SUPPLEMENTAL INDENTURE
                        AND CREATION OF 6% NOTES DUE 2007

Section 1.01 Application of this Supplemental Indenture.

         Notwithstanding any other provision of this Supplemental Indenture, the
provisions of this Supplemental Indenture, including the covenants and Events of
Default set forth herein, are expressly and solely for the benefit of the 2007
Notes. The 2007 Notes constitute a series of notes as provided in Section 301 of
the Existing Indenture.


                                       1
<PAGE>


Section 1.02 Effect of Supplemental Indenture.

         With respect to the 2007 Notes only, the Existing Indenture shall be
supplemented pursuant to Sections 201, 301 and 901 thereof to establish the
terms of the 2007 Notes as set forth in this Supplemental Indenture, including
as follows:

         (a)      The definitions set forth in Article One of the
                  Existing Indenture shall be modified to the extent provided in
                  Articles I and II of this Supplemental Indenture;
         (b)      The forms and terms of the securities representing the
                  2007 Notes required to be established pursuant to Sections 201
                  and 301 of the Existing Indenture shall be established in
                  accordance with Sections 1.03, 1.04, 1.05 and 1.06 of this
                  Supplemental Indenture;
         (c)      Section 501(1) of the Existing Indenture regarding a
                  certain event of default is deleted as contemplated by Section
                  301(12) of the Existing Indenture and replaced in its entirety
                  by Section 4.01(a) of this Supplemental Indenture.
         (d)      The provisions of Article Ten of the Existing Indenture
                  regarding certain covenants of the Company shall be
                  supplemented and amended by the provisions of Article V of
                  this Supplemental Indenture.
         (e)      Section 901 of the Existing Indenture regarding the entering
                  into of supplemental indentures without the consent of holders
                  shall be amended by inserting therein a new Section 901(8) of
                  the Existing Indenture (as set forth in Section 6.01 this
                  Supplemental Indenture).

Section 1.03 Designation and Amount of 2007 Notes.

         The 2007 Notes shall be known and designated as the "6% Notes due
2007." The initial maximum aggregate principal amount of 2007 Notes that may be
authenticated and delivered under this Supplemental Indenture shall not exceed
$350,000,000 except for 2007 Notes authenticated and delivered upon registration
or transfer of, or in exchange for, or in lieu of, 2007 Notes pursuant to
Sections 202, 304, 305, 306 or 905 of the Existing Indenture (unless the issue
of this series of 2007 Notes is "reopened" pursuant to Section 901(8) of the
Existing Indenture (as set forth in Section 6.01 of this Supplemental Indenture)
by issuing additional 2007 Notes of such series (the "Additional Notes"), in an
amount or amounts and registered in the names of such Persons as shall be set
forth in any written order of the Company for the authentication and delivery of
the 2007 Notes pursuant to Section 303 of the Existing Indenture.

Section 1.04 Terms; Form of Security.

         The 2007 Notes and the Additional Notes shall together constitute one
series for purposes of the Existing Indenture and this Supplemental Indenture,
including, without limitation, waivers, amendments, redemptions and offers to
purchase. The Company shall issue any Additional Notes by adopting a Board
Resolution in the manner set forth in Section 301 of the Existing Indenture
providing for the terms of such issuance. Notwithstanding the foregoing, the
2007 Notes are issuable in fully registered form as Global Notes (unless
otherwise permitted by Section 202 of the Existing Indenture) without coupons
and shall be in substantially the form of Exhibit A


                                       2
<PAGE>


hereto. The 2007 Notes are not issuable in bearer form. The terms and provisions
contained in the form of Note shall constitute, and are hereby expressly made, a
part of this Supplemental Indenture and the Company, by its execution and
delivery of this Supplemental Indenture, expressly agrees to such terms and
provisions and to be bound thereto. Any of the 2007 Notes may have such letters,
numbers or other marks of identification and such notations, legends and
endorsements as the officers executing the same may approve (execution thereof
to be conclusive evidence of such approval) and are not inconsistent with the
provisions of the Indenture (and which do not affect the rights, duties or
immunities of the Trustee), or as may be required to comply with any law or with
any rule or regulation made pursuant thereto or with any rule or regulation of
any securities exchange or automated quotation system on which the 2007 Notes
may be listed.

Section 1.05 Payment of Principal and Interest.

         The 2007 Notes shall mature, and the principal of the 2007 Notes shall
be due and payable in U.S. Dollars to the Holders thereof, together with all
accrued and unpaid interest thereon, on May 1, 2007 (the Stated Maturity of
principal of the 2007 Notes).

         The 2007 Notes shall bear interest at 6% per annum, from and including
April 30, 2002, or from the most recent Interest Payment Date (defined below) on
which interest has been paid or provided for until the principal thereof becomes
due and payable, and on any overdue principal and (to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment of
interest at the same rate per annum. Interest shall be calculated on the basis
of a 360-day year comprised of twelve 30-day months. Interest on the 2007 Notes
shall be payable semiannually in arrears in U.S. Dollars on May 1 and November 1
of each year, commencing on November 1, 2002 (each such date, an "Interest
Payment Date" for the purposes of the 2007 Notes under this Supplemental
Indenture). Payments of interest shall be made to the Person in whose name a
Note (or predecessor Note) is registered (which shall initially be the
Depositary) at the close of business on the April 15 or October 15, as the case
may be, next preceding such Interest Payment Date (each such date, a "Regular
Record Date" for the purposes of the 2007 Notes under this Supplemental
Indenture).

         For so long as the 2007 Notes are represented by one or more Global
Notes, all payments of principal and interest shall be made by the Company by
wire transfer of immediately available funds in U.S. Dollars to the Depositary
or its nominee, as the case may be, as the registered owner of the Global Notes
representing such 2007 Notes. In the event that definitive 2007 Notes shall have
been issued, all payments of principal and interest shall be made by the Company
by wire transfer of immediately available funds in U.S. Dollars to the accounts
of the registered Holders thereof; PROVIDED, that the Company may elect to make
such payments at the office of the Paying Agent in The City of New York; and
PROVIDED FURTHER, that the Company may at its option pay interest by check to
the registered address of each Holder of a definitive Note.


                                       3
<PAGE>


         The 2007 Notes shall trade in the Depositary's Same-Day Funds
Settlement System until Stated Maturity (or until they are subject to
acceleration pursuant to Article V of the Existing Indenture) and secondary
market trading activity in the 2007 Notes may be required by the Depositary to
settle in immediately available funds.

         The 2007 Notes are subject to redemption by the Company in whole or in
part in the manner described herein.

Section 1.06 Ranking.

         The 2007 Notes shall be general unsecured obligations of the Company.
The 2007 Notes shall rank PARI PASSU in right of payment with all unsecured and
unsubordinated indebtedness of the Company and senior in right of payment to all
subordinated indebtedness of the Company.

Section 1.07 Security Registrar and Paying Agent.

         The Company hereby initially appoints the Trustee as Paying Agent and
Security Registrar for the 2007 Notes. The Company may change the Paying Agent
and Security Registrar without prior notice to the Holders of the 2007 Notes,
and the Company or any of its domestically incorporated Restricted Subsidiaries
may act as Paying Agent or Security Registrar.

Section 1.08 Sinking Fund.

         The 2007 Notes are not subject to any sinking fund.

                                   ARTICLE II

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 2.01 Definitions.

         (a) All capitalized terms used herein and not otherwise defined below
         shall have the meanings ascribed thereto in the Existing Indenture.

         (b) The following are definitions used in this Supplemental Indenture
         and to the extent that a term is defined both herein and in the
         Existing Indenture, the definition in this Supplemental Indenture shall
         govern with respect to the 2007 Notes.

         "ADJUSTED TREASURY RATE" means, with respect to any date of redemption,
the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for that date of redemption.


                                       4
<PAGE>


         "ATTRIBUTABLE DEBT" for a lease means, as of the date of determination,
the present value of net rent for the remaining term of the lease. Rent shall be
discounted to present value at a discount rate that is compounded semi-annually.
The discount rate shall be 10% per annum or, if the Company elects, the discount
rate shall be equal to the weighted average Yield to Maturity of the 2007 Notes
under the Existing Indenture. Such average shall be weighted by the principal
amount of the notes of each series then outstanding. Rent is the lesser of (a)
rent for the remaining term of the lease assuming it is not terminated, or (b)
rent from the date of determination until the first possible termination date
plus the termination payment then due, if any. The remaining term of a lease
includes any period for which the lease has been extended. Rent does not include
(1) amounts due for maintenance, repairs, utilities, insurance, taxes,
assessments and similar charges, or (2) contingent rent, such as that based on
sales. Rent may be reduced by the discounted present value of the rent that any
sublessee must pay from the date of determination for all or part of the same
property. If the net rent on a lease is not definitely determinable, the Company
may estimate it in any reasonable manner.

         "COMPARABLE TREASURY ISSUE" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the 2007 Notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of those 2007 Notes.

         "COMPARABLE TREASURY PRICE" means, with respect to any date of
redemption, (i) the average of the Reference Treasury Dealer Quotations for the
date of redemption, after excluding the highest and lowest Reference Treasury
Dealer Quotations; or (ii) if the trustee obtains fewer than three Reference
Treasury Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations.

         "CONSOLIDATED TOTAL ASSETS" means total consolidated assets as
reflected in the Company's most recent consolidated balance sheet preceding the
date of a determination under Section 4.01(i) of this Supplemental Indenture.

         "CONTROL," as used with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise. For purposes of this definition, the
terms "controlling," "controlled by" and "under common control with" have
correlative meanings.

         "DEBT" means any debt for borrowed money or any guarantee of such debt.

         "GOVERNMENT SECURITIES" means direct obligations of the United States
for the payment of which its full faith and credit is pledged, or obligations of
a Person controlled or supervised by and acting as an agency or instrumentality
of the United States the timely payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States.


                                       5
<PAGE>


         "LIEN" means any mortgage, pledge, security interest or lien to secure
or assure payment of Debt.

         "LONG-TERM DEBT" means Debt that by its terms matures on a date more
than 12 months after the date it was created or Debt that the obligor may extend
or renew without the obligee's consent to a date more than 12 months after the
date the Debt was created.

         "OFFICER" means the Chief Executive Officer, the President, the Chief
Financial Officer, any Executive or Senior Vice President or the Principal
Accounting Officer (so long as such Principal Accounting Officer is at least a
Vice President) of the Company.

         "PRINCIPAL PROPERTY" means (i) any manufacturing facility, whether now
or hereafter owned, located in the United States (excluding territories and
possessions other than Puerto Rico), except any such facility that in the
opinion of the board of directors of the Company or any authorized committee of
such board is not of material importance to the total business conducted by the
Company and its consolidated Subsidiaries, and (ii) any shares of stock of a
Restricted Subsidiary.

         "QUOTATION AGENT" means J.P. Morgan Securities Inc. or another
Reference Treasury Dealer appointed by the Company.

         "REDEMPTION DATE" means any date on which the 2007 Notes are redeemed
at the option of the Company.

         "REFERENCE TREASURY DEALER" means (i) each of J.P. Morgan Securities
Inc., and its successors; PROVIDED, HOWEVER, that if any of the foregoing shall
cease to be a primary U. S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall substitute another Primary
Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the
Company.

         "REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to each
Reference Treasury Dealer and any date of redemption, the average, as determined
by the trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by that Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding that date of redemption.

         "RESTRICTED SUBSIDIARY" means a Wholly-Owned Subsidiary that has
substantially all of its assets located in the United States (excluding
territories or possessions other than Puerto Rico) and owns a Principal
Property.

         "SALE-LEASEBACK TRANSACTION" means an arrangement pursuant to which the
Company or a Restricted Subsidiary now owns or hereafter acquires a Principal
Property, transfers it to a person, and leases it back from the person.


                                       6
<PAGE>


         "WHOLLY-OWNED SUBSIDIARY" of any specified Person means a corporation
all of whose Voting Stock is owned by the Company or a Wholly-Owned Subsidiary,
the accounts of which are consolidated with those of the Company in its
consolidated financial statements.

         "YIELD TO MATURITY" means the yield to maturity on a security at the
time of its issuance or at the most recent determination of interest on the
security.

Section 2.02 Other Definitions.

                  Term                      Defined in Section
                  ----                      ------------------
            "Additional Notes"                     1.03

Section 2.03 Incorporation by Reference of Trust Indenture Act.

         The Indenture is subject to the mandatory provisions of the Trust
Indenture Act, which are incorporated by reference in and made a part of the
Indenture. The following Trust Indenture Act terms have the following meanings:

         "indenture securities" means the 2007 Notes.
         "indenture security holder" means a Holder.
         "indenture to be qualified" means this Supplemental Indenture.
         "indenture trustee" or "institutional trustee" means the Trustee.
         "obligor" on the indenture securities means the Company and any other
obligor on the indenture securities.

     All other Trust Indenture Act terms used in this Indenture that are defined
by the Trust Indenture Act, defined by Trust Indenture Act reference to another
statute or defined by Commission rule have the meanings assigned to them by such
definitions.

                                   ARTICLE III

                                   REDEMPTION

Section 3.01 Optional Redemption.

         The 2007 Notes shall be subject to redemption, in whole or in part, at
the option of the Company at any time at a redemption price equal to the greater
of (i) 100% of the principal amount of the 2007 Notes, and (ii) as determined by
the Quotation Agent, the sum of the present values of the remaining scheduled
payments of principal and interest thereon (not including any portion of those
payments of interest accrued as of the Redemption Date) discounted to the
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate plus 20 basis points plus,
in each case, accrued and unpaid interest thereon to the Redemption Date.


                                       7
<PAGE>


Section 3.02 Notices to Trustee.

         If the Company elects to redeem the 2007 Notes pursuant to this
Article, it shall notify the Trustee in writing of the Redemption Date and the
principal amount of 2007 Notes to be redeemed.

         The Company shall give each notice to the Trustee provided for in this
Section at least 30 days but not more than 60 days before the Redemption Date
unless the Trustee consents to a shorter period. Such notice shall be
accompanied by an Officers' Certificate and an Opinion of Counsel from the
Company to the effect that such redemption will comply with the conditions
herein. If fewer than all the 2007 Notes are to be redeemed, the record date
relating to such redemption shall be selected by the Company and given to the
Trustee, which record date shall be not fewer than 15 days after the date of
notice to the Trustee. Any such notice may be canceled at any time prior to
notice of such redemption being mailed to any Holder and shall thereby be void
and of no effect.

Section 3.03 Selection of 2007 Notes To Be Redeemed.

         If fewer than all the 2007 Notes are to be redeemed, the Trustee shall
select the 2007 Notes to be redeemed pro rata or by lot or by a method that
complies with applicable legal and securities exchange requirements, if any, and
that the Trustee in its sole discretion shall deem to be fair and appropriate
and in accordance with methods generally used at the time of selection by
fiduciaries in similar circumstances. The Trustee shall make the selection from
outstanding 2007 Notes not previously called for redemption. The Trustee may
select for redemption portions of the principal of the 2007 Notes that have
denominations larger than $1,000. The 2007 Notes and portions of them the
Trustee selects shall be in amounts of $1,000 or a whole multiple of $1,000.
Provisions of this Supplemental Indenture that apply to the 2007 Notes called
for redemption also apply to portions of the 2007 Notes called for redemption.
The Trustee shall notify the Company promptly of the 2007 Notes or portions of
the 2007 Notes to be redeemed.

Section 3.04 Notice of Redemption.

         At least 30 days but not more than 60 days before a date for redemption
of Securities, the Company shall mail a notice of redemption by first-class mail
to each Holder of Securities to be redeemed at such Holder's registered address.

         The notice shall identify the 2007 Notes to be redeemed and shall
state:

                  (a) the Redemption Date;

                  (b) the redemption price and the amount of accrued interest to
         the Redemption Date;

                  (c) the name and address of the Paying Agent;


                                       8
<PAGE>


                  (d) that the 2007 Notes called for redemption must be
         surrendered to the Paying Agent to collect the redemption price;

                  (e) if fewer than all the outstanding the 2007 Notes are to be
         redeemed, the certificate numbers and principal amounts of the
         particular the 2007 Notes to be redeemed;

                  (f) that, unless the Company defaults in making such
         redemption payment or the Paying Agent is prohibited from making such
         payment pursuant to the terms of this Indenture, interest on the 2007
         Notes (or portion thereof) called for redemption ceases to accrue on
         and after the Redemption Date;

                  (g) the CUSIP number, if any, printed on the 2007 Notes being
         redeemed; and

                  (h) that no representation is made as to the correctness or
         accuracy of the CUSIP number, if any, listed in such notice or printed
         on the 2007 Notes.

        At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information required by this
Section.

Section 3.05 Effect of Notice of Redemption.

         Once notice of redemption is mailed, the 2007 Notes called for
redemption become due and payable on the Redemption Date and at the redemption
price stated in the notice. Upon surrender to the Paying Agent, such 2007 Notes
shall be paid at the redemption price stated in the notice, plus accrued
interest, if any, to the Redemption Date; provided, however, that if the
Redemption Date is after a Regular Record Date and on or prior to the Interest
Payment Date, the accrued interest shall be payable to the holder of the
redeemed the 2007 Notes registered on the relevant Regular Record Date. Failure
to give notice or any defect in the notice to any Holder shall not affect the
validity of the notice to any other Holder.

Section 3.06 Deposit of Redemption Price.

         Prior to 11:00 a.m. New York City time on the Redemption Date, the
Company shall deposit with the Paying Agent (or, if the Company or a Subsidiary
is the Paying Agent, shall segregate and hold in trust) money sufficient to pay
the redemption price of and accrued interest on all 2007 Notes to be redeemed on
that date other than the 2007 Notes or portions of the 2007 Notes called for
redemption that have been delivered by the Company to the Trustee for
cancellation.


                                       9
<PAGE>


Section 3.07 2007 Notes Redeemed in Part.

         Upon surrender of a 2007 Note that is redeemed in part, the Company
shall execute and the Trustee shall authenticate for the Holder (at the
Company's expense) a new 2007 Notes equal in principal amount to the unredeemed
portion of the 2007 Notes surrendered.

                                   ARTICLE IV

                                    REMEDIES

Section 4.01 Events of Default.

         The following event of default shall replace the event of default in
Section 501(1) of the Existing Indenture in its entireity and shall be in
addition to the other events of default in Section 501 of the Existing
Indenture, which shall in all respects be applicable in respect of the 2007
Notes.

         For purposes of the 2007 Notes, Section 501(1) of the Existing
Indenture is replaced in its entirety by inserting therein a new Section 501(1)
to read as follows:

                  "(1) default in the payment of any interest on any Note of
         such series when such interest becomes due and payable, and continuance
         of such default for a period of 30 days;".

                                    ARTICLE V

                                    COVENANTS

         The covenants set forth in this Article V shall be applicable to the
Company in addition to the covenants in Article Ten of the Existing Indenture,
which shall in all respects be applicable in respect of the 2007 Notes.

Section 5.01 Limitation on Liens.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, create, incur, assume or otherwise cause or suffer to exist or become
effective any Lien of any kind on a Principal Property securing Debt unless one
or more of the following exceptions apply:

         (a) the Lien equally and ratably secures the 2007 Notes and the Debt or
any other obligation of the Company or a Subsidiary; PROVIDED that any
obligation secured by a Lien is not subordinated to the 2007 Notes;

         (b) the Lien secures Debt incurred to finance all or part of the
purchase price or the cost of construction or improvement of property of the
Company or a Restricted Subsidiary; PROVIDED that (i) such Lien shall not extend
to any other Principal Property owned by the Company or a Restricted Subsidiary
at the time the Lien is incurred, except for unimproved real


                                       10
<PAGE>


property used for such construction or improvement, and (ii) such Debt shall not
be incurred more than 18 months after the later of the acquisition, completion
of construction or improvement, or commencement of full operation of the
property subject to the Lien;

         (c) the Lien is on property of an entity at the time the entity merges
into or consolidates with the Company or a Restricted Subsidiary;

         (d) the Lien is on property at the time such property is acquired by
the Company or a Restricted Subsidiary;

         (e) the Lien is on property of a corporation at the time such
corporation becomes a Restricted Subsidiary;

         (f) the Lien secures Debt of a Restricted Subsidiary owing to the
Company or another Restricted Subsidiary;

         (g) the Lien is in favor of a government or governmental entity and
secures (i) payments pursuant to a contract or statute, or (ii) Debt incurred to
finance all or part of the purchase price or cost of construction or improvement
of the property subject to the Lien;

         (h) the Lien extends, renews or replaces in whole or in part a Lien
("existing Lien") permitted by any of clauses (a) through (g) or extends to
property that at the time is not a Principal Property; PROVIDED that (i) such
Lien does not extend beyond the property subject to the existing Lien and
improvements and construction on such property, and (ii) the amount of the Debt
secured by such Lien does not exceed the amount of the Debt secured at the time
by the existing Lien unless the existing Lien or a predecessor Lien was incurred
under clause (a) or (f); or

         (i) the Debt plus all other Debt secured by Liens on Principal Property
at the time does not exceed 10% of Consolidated Total Assets, excluding (i) Debt
secured by a Lien permitted by any of clauses (a) through (h) of this Section
and (ii) Debt secured by a Lien incurred prior to the date of the Existing
Indenture that would have been permitted by any of those clauses if the Existing
Indenture had been in effect at the time the Lien was incurred, and including
Attributable Debt for any lease permitted by Section 4.02(d) of this
Supplemental Indenture not otherwise permitted by any of clauses (a) through (h)
of this Section.

Section 5.02 Limitation on Sale and Leaseback Transactions.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, enter into a Sale-Leaseback Transaction for a Principal Property, unless one
or more of the following exceptions apply:

         (a) the lease has a term of three years or less;


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<PAGE>


         (b) the lease is between the Company and a Restricted Subsidiary or
between Restricted Subsidiaries;

         (c) the Company or a Restricted Subsidiary under Sections 5.01(b)
through (h) of this Supplemental Indenture may create a Lien on the property to
secure Debt in an amount at least equal to the Attributable Debt for the lease;

         (d) the Company or a Restricted Subsidiary under Section 5.01(i) of
this Supplemental Indenture could create a Lien on the Principal Property to
secure Debt in an amount at least equal to the Attributable Debt for the lease;
or

         (e) the Company or a Restricted Subsidiary, within 180 days of the
effective date of the lease, retires Long-Term Debt of the Company or a
Restricted Subsidiary in an amount at least equal to the Attributable Debt for
the lease, excluding Debt of the Company that is subordinated to the 2007 Notes
and Debt, if paid in cash, that is owned by the Company or a Restricted
Subsidiary.

                                   ARTICLE VI

                                  MISCELLANEOUS

Section 6.01 Issuance of Additional Notes.

         For purposes of the 2007 Notes, Section 901 of the Existing Indenture
is hereby amended by inserting therein a new Section 901(8) to read as follows:

                  "(8) to issue additional Notes of any series in the future
         pursuant to Section 303 of this Indenture; provided that such
         additional Notes have the same terms as, and be deemed part of the same
         series as, the applicable series of Notes issued hereunder."

Section 6.02 Trust Indenture Act Controls.

         If any provision of this Supplemental Indenture limits, qualifies or
conflicts with another provision that is required or deemed to be included in
this Supplemental Indenture by the Trust Indenture Act, the required or deemed
provision shall control.


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<PAGE>


Section 6.03      Notices.

         Any notice or communication shall be in writing and delivered in person
or mailed by first-class mail or sent by facsimile (with a hard copy delivered
in person or by mail promptly thereafter) and addressed as follows:

                  if to the Company:

                  The Valspar Corporation
                  1101 Third Street South
                  Minneapolis, Minnesota  55415

                  Attention:  Rolf Engh
                  Facsimile:  (612) 375-7313

                  with a copy to:

                  Maslon Edelman Borman & Brand LLP
                  3300 Wells Fargo Center
                  90 South Seventh Street
                  Minneapolis, Minnesota  55402
                  Attention:  Martin R. Rosenbaum

                  if to the Trustee:(312) 336-8840/1

                  Bank One Trust Company, N.A.
                  1 Bank One Plaza
                  Chicago, Illinois 60670
                  Attention:  Corporate Trust Administration
                  Facsimile:  (312) 336-8840/1

         The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

Section 6.04 When 2007 Notes Disregarded.

         In determining whether the Holders of the required principal amount of
2007 Notes have concurred in any direction, waiver or consent, 2007 Notes owned
by the Company or by any Person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Company shall be
disregarded and deemed not to be Outstanding, except that, for the purpose of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only 2007 Notes that a Responsible Officer of the
Trustee actually knows are so owned shall be so disregarded. Also, subject to
the foregoing, only 2007 Notes Outstanding at the time shall be considered in
any such determination.


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<PAGE>


Section 6.05 Rules by Trustee, Paying Agent and Security Registrar.

         The Trustee may make reasonable rules for action by or a meeting of
Holders. The Security Registrar and the Paying Agent or co-registrar may make
reasonable rules for their functions.

Section 6.06 Payment on Business Days.

         If a payment date is not a Business Day, payment shall be made on the
next succeeding day that is a Business Day, and no interest shall accrue for the
intervening period. If a Regular Record Date is not a Business Day, the Regular
Record Date shall not be affected.

Section 6.07 Governing Law.

         THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 6.08 No Personal Liability of Directors, etc.

         None of the Company's directors, officers, employees, incorporators or
stockholders, as such, shall have any liability for any of the Company's
obligations under the 2007 Notes, the Indenture, or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of
2007 Notes by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the 2007 Notes.

Section 6.09 Successors.

         All agreements of the Company in the Indenture and the 2007 Notes shall
bind its successors. All agreements of the Trustee in the Indenture shall bind
its successors.

Section 6.10 Multiple Originals.

         The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement. One signed copy is enough to prove this
Supplemental Indenture.

Section 6.11 Table of Contents; Headings.

         The table of contents and headings of the Articles and Sections of this
Supplemental Indenture have been inserted for convenience of reference only, are
not intended to be considered a part hereof and shall not modify or restrict any
of the terms or provisions hereof.


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<PAGE>


Section 6.12 Not Responsible for Recitals or Issuance of 2007 Notes.

         The recitals contained herein and in the 2007 Notes, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representation as to the validity or sufficiency of this
Supplemental Indenture or of the 2007 Notes. The Trustee shall not be
accountable for the Company's use of the proceeds from the 2007 Notes or for
monies paid over to the Company pursuant to this Supplemental Indenture.

Section 6.13 Adoption, Ratification and Confirmation.

The Existing Indenture, as supplemented and amended by this First Supplemental
Indenture, is in all respects hereby adopted, ratified and confirmed.


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<PAGE>


         IN WITNESS WHEREOF, the parties have caused this First Supplemental
Indenture to be duly executed as of the date first written above.

                                        THE VALSPAR CORPORATION



                                        By:  /s/ Paul C. Reyelts
                                           Name:  Paul C. Reyelts
                                           Title:   Sr. V.P. & CFO



                                        BANK ONE TRUST COMPANY, N.A., as Trustee



                                        By:  /s/ Sharon McGrath
                                           Name:  Sharon McGrath
                                           Title:   Vice President


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