Exhibit 10(j) to The Valspar Corporation Form 10-K dated October 28, 2005






Exhibit 10(j)  



THE VALSPAR CORPORATION


KEY EMPLOYEE LONG TERM INCENTIVE BONUS PROGRAM

as Amended December 7, 2005 



	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
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,                     but may be modified
thereafter if deemed necessary by the Compensation Committee                     to
accomplish the purposes of the Program. 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.  






	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.  






	10. 	  	Amendment
and 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 and amended on December 7, 2005.  








	 	THE VALSPAR CORPORATION
	 
	 	By:
	 	

	 
	 	Its: