Exhibit 10(g)

                    THE VALSPAR CORPORATION STOCK OPTION PLAN
                FOR NON-EMPLOYEE DIRECTORS, AS AMENDED 12/12/2001


SECTION 1.    PURPOSE.

         This plan is known as "The Valspar Corporation Stock Option Plan for
Non-Employee Directors" and is hereinafter referred to as the "Plan." The
purpose of the Plan is to promote the interests of The Valspar Corporation, a
Delaware corporation (the "Company"), by enhancing its ability to attract and
retain the services of experienced and knowledgeable independent directors and
by providing additional incentive for these directors to increase their interest
in the Company's long-term success and progress.

SECTION 2.    PARTICIPATION IN THE PLAN.

         Each director of the Company who is not an employee of the Company or
any subsidiary of the Company (a "Non-Employee Director") will be eligible to
participate in the Plan.

SECTION 3.    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 250,000
shares, and may be unissued shares or reacquired shares. If 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.

SECTION 4.    NON-QUALIFIED STOCK OPTION GRANTS.

a.)      For grants in respect of board service in fiscal year 2000 and prior
         fiscal years, each Non-Employee Director serving as a member of the
         Board of Directors of the Company on the December 31 immediately
         preceding each annual meeting of the stockholders of the Company, will
         automatically be granted on the date of such annual meeting a
         Non-Qualified Stock Option with a value equal to 50% of the amount of
         the current annual retainer and meeting fees paid to Non-Employee
         Directors for their service on the Board of Directors and board
         committees for the preceding fiscal year. The per share option exercise
         price will be equal to 100% of the Fair Market Value of one share of
         the Company's common stock on the date of grant, as determined by the
         closing price of the Company's common stock on the last business day
         prior to the annual meeting date.

b.)      For grants in respect of service in fiscal year 2001, each Non-Employee
         Director serving as a member of the Board of Directors of the Company
         on October 26, 2001 will automatically be granted, on the date of the
         Company's annual meeting in 2002, a non-qualified stock option with a
         value equal to 100% of the annual retainer and meeting fees paid to
         Non-Employee Directors for their service on the Board of Directors and
         board committees during fiscal year 2001. The per share option price
         will be equal to 100% of

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         the fair market value of one share of the Company's common stock on the
         date of grant as determined by the closing price of the Company's
         common stock on the last business day prior to such annual meeting.

c.)      For grants in respect of service in fiscal year 2002 and subsequent
         fiscal years, each Non-Employee Director serving as a member of the
         Board of Directors of the Company on the date of the October board
         meeting in any year will automatically be granted on the date of such
         meeting a non-qualified stock option with a value equal to 100% of the
         amount of the current annual retainer and meeting fees paid to
         Non-Employee Directors for service on the Board of Directors and board
         committees during the current fiscal year. The per share option
         exercise price will be equal to 100% of the fair market value of one
         share of the Company's common stock on the date of grant, as determined
         by the closing price of the Company's common stock on the last business
         day prior to such October board meeting date. In the event no Board
         meeting is held in October of any year, the grant date shall be the
         last day of the current fiscal year and the per share option exercise
         price shall be equal to 100% of the fair market value of one share of
         the Company's common stock on the last business day preceding such
         grant date.

         The number of shares subject to the option will be determined by using
         the same option valuation model used to value options for purposes of
         the notes to the Company's audited financial statements for the prior
         fiscal year. If no option valuation model is used for financial
         reporting purposes, the Board of Directors will determine the
         appropriate model to be used for this purpose. All such options will be
         designated as Non-Qualified Stock Options. Each option will be
         immediately exercisable in full and have a term of ten years. Upon
         termination of a person's service as a director of the Company, such
         Non-Employee Director will be allowed to exercise the option for a
         period of three years after the date on which such person ceased to be
         a director, but in no event may the option be exercised after the
         expiration of its original term.

SECTION 5.    OPTION AGREEMENT AND EXERCISE OF OPTION.

         Promptly after determination of the number of stock options to be
granted to each Non-Employee Director under Section 4, the Company will prepare
and deliver a Non-Qualified Stock Option Agreement to each Non-Employee
Director, containing the terms described in this Plan. 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 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.

SECTION 6.    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.

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SECTION 7.    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, Optionee's legal representative or
guardian or a permitted transferee may exercise the option.

SECTION 8.    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.

SECTION 9.    MERGERS, ACQUISITIONS, 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.

SECTION 10.   ADMINISTRATION AND AMENDMENT OF THE PLAN.

         The Plan shall be administered by the Compensation Committee of the
Board of Directors. The Committee may suspend or discontinue the Plan or revise
or amend it in any respect deemed advisable and in the best interests of the
Company; provided, however, that no such revision or amendment would impair the
terms and conditions of any option which is outstanding on the date of such
revision or amendment to the material detriment of the Optionee without the
consent of the Optionee. In addition, no such revision or amendment may, without
the approval of the Corporation's stockholders, (i) materially increase the
number of shares subject to the Plan except as provided in the case of stock
splits, consolidations, stock dividends or similar events, (ii) change the
designation of the class of individuals eligible to receive options, or (iii)
materially increase the benefits accruing to Optionees under the Plan.

SECTION 11.   EFFECTIVE DATE OF THE PLAN.

         The Plan will become effective as of February 25, 1998, the date
stockholders of the Company approve such Plan. The first option grant under this
Plan will be granted on the date of the annual stockholder meeting held in 1999
to all Non-Employee Directors who were members of the Board of Directors on
December 31, 1998. This Plan is being adopted to replace The Valspar Corporation
Restricted Stock Plan for Non-Employee Directors, which will automatically
terminate following the issuance of the restricted stock grant that was earned
for services during 1997. The effectiveness of the amendments to Section 4
relating to grants in fiscal 2001 and subsequent years is subject to shareholder
approval of such amendments.