Exhibit 10.3

FORM OF INDEMNITY LETTER AGREEMENT
TO NON-EMPLOYEE DIRECTORS AND CERTAIN EXECUTIVE OFFICERS

March 5, 2009

Reference is hereby made to Article IX of the By-laws of The Valspar
Corporation (the Company) as in effect as of the date hereof (the Company
Indemnity Bylaws). In consideration of your prior and continuing service to
the Company, the Company agrees that your rights under the Company Indemnity
Bylaws to be indemnified to the fullest extent permitted by law and to
advancement of expenses are contract rights that shall be incorporated into
this letter agreement and shall continue even after your association with the
Company terminates, and that such rights shall be for your benefit and for the
benefit of your heirs, executors and administra­tors. The Company further
confirms that your rights under the Company Indemnity Provisions shall apply
during and after your term of service with the Company without regard to
whether any actual or alleged state of facts, occurrence, action or omission (collectively
Circumstances) that may give rise to a claim, action, suit or proceeding
(collectively Claims) with respect to which you may have rights under the
Company Indemnity Provisions shall have occurred, or whether any such Claim
shall have accrued or been made, before, during or after such term of service.
Any amendment, modification, alteration or repeal of the Company Indemnity
Bylaws shall be prospective only and shall not in any way diminish, limit,
restrict, adversely affect or eliminate any of your rights to indemnification,
advancement of expenses or otherwise under the Company Indemnity Bylaws with
respect to any Circumstances then or previously existing, or any Claim
previously or thereafter brought or threatened based in whole or in part upon
any such Circumstances.

This letter agreement shall be governed by the laws of the State of
Delaware, and may not be amended or modified except by an instrument in writing
signed by both parties hereto.

|                         |  |                          |        |                                  | 
|------------------------ |  | ------------------------ | ------ | -------------------------------- | 
|                         |  | THE VALSPAR
 CORPORATION |       
|                         |  |                          |       
|                         |  | By:                      |        |                                 
|                         |  |                          | Name:  | Rolf Engh                        | 
|                         |  |                          | Title: | Executive
 V.P., General Counsel | 
|                         |  |                          |        | and
 Secretary                   | 
|                         |  |                          |        |                                  | 
|Accepted and
 Agreed to: |  |                          |        |                                  | 
|                         |  |                          |        |                                  | 
|                         |  |                          |        |                                  | 
|(Signature)              |  |                          |        |                                  | 

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