Exhibit 10(d)

                             THE VALSPAR CORPORATION
                             1991 STOCK OPTION PLAN
                      AS AMENDED THROUGH DECEMBER 12, 2001

1.       PURPOSES OF THE PLAN

         The purposes of the 1991 Stock Option Plan (the "Plan") are (i) to
         enhance the ability of The Valspar Corporation (the "Company") and its
         subsidiary companies to attract and retain superior personnel and (ii)
         to stimulate and reward their interest and initiative. The Plan is
         designed to enable key officers and employees, and certain other key
         individuals who perform services for the Company, to contribute to the
         Company's strategic performance objectives by making such individuals
         eligible to receive options to purchase common stock of the Company as
         provided herein. Subject to the provisions of the Plan, options may
         contain such terms and conditions as shall be required so as to be
         either nonqualified stock options or incentive stock options as defined
         in Section 422 of the Internal Revenue Code of 1986, as amended (the
         "Code"). Subject to such limits as may be imposed by existing or future
         laws or by the Plan, nonqualified stock options or incentive stock
         options or both may be granted to eligible individuals.

2.       STOCK SUBJECT TO THE PLAN

         Shares to be issued under the Plan shall be common stock of the Company
         (par value $.50 per share) ("common stock"), not to exceed a maximum of
         8,000,000 shares, and may be unissued shares or reacquired shares. If
         any options granted under the Plan expire or terminate without having
         been exercised in full, such unpurchased shares shall be available for
         other option grants. If shares of common stock are delivered as full or
         partial payment upon exercise of an option, the number of shares so
         delivered shall again be available for other option grants.

3.       ADMINISTRATION

         The Plan shall be administered by a committee (the "Committee"),
         appointed from time to time by the Company's Board of Directors (the
         "Board"), consisting of not less than two members of the Board. Each
         Committee member shall be (a) non-employee director within the meaning
         of Rule 16b-3 under the Securities Exchange Act of 1934 (the "Exchange
         Act") or any successor Rule and (b) an outside director within the
         meaning of Section 162(m) of the Internal Revenue Code of 1986, as
         amended, and the rules and regulations thereunder. Except as provided
         below, the Committee shall determine from time to time (i) the
         individuals to whom grants will be made; (ii) the number of shares to
         be granted; and (iii) the terms and provisions of each option (which
         need not be identical). Except as provided below, each grant shall be
         in such form and content as the Committee shall determine.

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         The Committee may from time to time adopt rules for carrying out the
         Plan and for its interpretation and construction which rules shall be
         final, conclusive and binding on all parties. All determinations of the
         Committee shall be made by a majority of the Committee. Any
         determination reduced to writing and signed by all members shall be as
         effective as if it had been made by a majority vote at a duly
         constituted meeting.

         The Company's Chief Executive Officer may, on a discretionary basis and
         without Committee review or approval, grant options to purchase up to
         5,000 shares each to new employees of the Company who are not officers
         of the Company. Such discretionary option grants shall not exceed
         25,000 shares in total in any fiscal year. Subject to the foregoing
         limitations, the Chief Executive Office shall determine from time to
         time (i) the new employees to whom grants will be made, (ii) the number
         of shares to be granted, and (iii) the terms and provisions of each
         option (which need not be identical).

4.       ELIGIBILITY

         Options will be granted only to salaried officers and employees of the
         Company or of a subsidiary (as defined in Section 425 of the Code) and
         to any other individual who performs services for the Company and
         contributes to its strategic performance objectives, including, without
         limitation, members of the Board of Directors, consultants and advisors
         ("Optionee"); provided, however, that a consultant or advisor shall not
         be eligible to receive stock options hereunder unless such consultant
         or advisor renders bona fide services to the Company or a subsidiary
         and such services are not in connection with the offer or sale of
         securities in a capital-raising transaction.

         Notwithstanding any other provisions of the Plan, the maximum number of
         shares of Common Stock that may be covered by option grants to a person
         covered by Section 162(m) of the Code during any fiscal year shall be
         500,000 shares.

5.       OPTION PRICE

         The exercise price of each option shall be not less than 100% of the
         fair market value of the common stock at the closing price on the day
         preceding the date that such option is granted.

6.       EXERCISE OF OPTION

         The Committee may prescribe at the time of grant that the option will
         be exercisable in full or in installments at any time or from time to
         time. Optionee is not required to exercise options in the sequential
         order that the options were granted. An option shall be exercised by
         written notice in a form designated by the Company accompanied by full
         payment of the purchase price. All or part of the purchase price may be
         paid by surrender (or deemed surrender through attestation) of
         previously acquired shares of common stock which has been owned for
         more than six months on the date of surrender valued at the fair market
         value at the closing price on the day preceding the date of exercise.
         Until an option is exercised and the stock certificate issued, the
         Optionee shall have no rights as a stockholder with respect to such
         option.

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7.       WITHHOLDING OF TAXES

         Upon exercise of an option, the Optionee shall (i) pay cash, (ii)
         surrender previously acquired shares of common stock or (iii) authorize
         the withholding of shares from the shares issued upon exercise of an
         option for all taxes required to be withheld.

8.       NON-TRANSFERABILITY

         Except as otherwise provided by the Committee, Options shall not be
         transferable, voluntarily or involuntarily, except by will or
         applicable laws of descent and distribution. Only the Optionee or
         Optionee's legal representative or guardian or a permitted transferee
         may exercise the option.

9.       DILUTION OR OTHER ADJUSTMENTS

         The number of shares subject to the Plan, the outstanding options and
         the exercise price may be adjusted by the Committee as it deems
         equitable in the event of stock split, stock dividend,
         recapitalization, reclassification or similar event to prevent dilution
         or enhancement of option rights.

10.      MERGERS, ACQUISITION OR OTHER REORGANIZATION

         The Committee may make provision, as it deems equitable, for the
         protection of Optionees with grants of outstanding options in the event
         of (a) merger of the Company into, or the acquisition of substantially
         all of the stock or assets of the Company by, another entity; or (b)
         liquidation; or (c) other reorganization of the Company.

11.      CHANGE OF CONTROL

         Upon any Change of Control, each outstanding option shall immediately
         become exercisable in full for the remainder of its term without regard
         to any vesting or installment exercise provisions then applicable to
         the option. This section applies to all options outstanding under this
         Plan as of June 16, 1999, as well as to all options granted under this
         Plan thereafter. For purposes of this Plan, the term "Change of
         Control" means any of the following:

         A.       Any individual, entity or group becomes a beneficial owner (as
                  defined in Rule 13d-3 of the Securities Exchange Act of 1934),
                  directly or indirectly, of 20% or more of the voting stock of
                  the Company;

         B.       The persons who were directors of the Company immediately
                  prior to any contested election or series of contested
                  elections, tender offer, exchange offer, merger,
                  consolidation, other business combinations, or any combination
                  of the foregoing cease to constitute a majority of the members
                  of the Board of Directors of the Company immediately following
                  such occurrence;

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         C.       Any merger, consolidation, reorganization or other business
                  combination where the individuals or entities who constituted
                  the Company's shareholders immediately prior to the
                  combination will not immediately after the combination own at
                  least 50% of the voting securities of the business resulting
                  from the combination;

         D.       The sale, lease, exchange or other transfer of all or
                  substantially all the assets of the Company to any individual,
                  entity or group not affiliated with the Company;

         E.       The liquidation or dissolution of the Company; or

         F.       The occurrence of any other event by which the Company no
                  longer operates as an independent public company.

12.      AMENDMENT OF THE PLAN

         The Plan may be amended, suspended or discontinued in whole or in part
         at any time and from time to time by the Board, provided, however, that
         no amendment to increase the number of shares with respect to which
         options may be granted, or to increase materially the benefits accruing
         to Optionees, or to materially modify the requirements as to
         eligibility, shall be effective without stockholder approval where the
         failure to obtain such approval would adversely affect the compliance
         of the Plan with Rule 16b-3 under the Exchange Act or successor rule
         and with other applicable law, including the Code. No amendment of the
         Plan shall adversely affect in a material manner any right of any
         Optionee with respect to a prior grant without such Optionee's written
         consent.

13.      DURATION OF THE PLAN

         The Amended Plan shall become effective as of December 12, 2000,
         subject to stockholder approval, to increase the total number of shares
         reserved for issuance upon exercise of options to be granted under the
         Plan. Incentive Stock Options may be granted from time to time during a
         period of ten (10) years from the effective date of the Amended Plan.
         Nonqualified stock options may be granted from time to time from the
         effective date until the Plan is discontinued or terminated by the
         Board.