EXHIBIT 10(a)


                             THE VALSPAR CORPORATION
                         DEFERRED COMPENSATION PLAN FOR
                               RICHARD M. ROMPALA


ARTICLE 1. ESTABLISHMENT AND PURPOSE

     1.1. ESTABLISHMENT. The Valspar Corporation (the "Company") hereby
establishes, effective as of December 10, 2002, (the "Effective Date") an
unfunded deferred compensation plan to be known as The Valspar Corporation
Deferred Compensation Plan (the "Plan") for Richard M. Rompala (the
"Participant").

     1.2. PURPOSE. The Plan is established and is intended as an unfunded plan
to be maintained for the purpose of providing deferred compensation to the
Participant, and as such the Plan is intended to be exempt from the relevant
requirements of Title I of the Employee Income Retirement Security Act of 1974,
as amended, and regulations promulgated thereunder ("ERISA"). The Plan is not
intended to satisfy the qualification requirements of Section 401 of the
Internal Revenue Code of 1986, as amended, and regulations promulgated
thereunder (the "Code").


ARTICLE 2. DEFINITIONS

     2.1. DEFINITIONS. Whenever used herein, the following terms shall have the
respective meanings set forth below and, when intended, such terms shall be
capitalized.

     a. "Cause" shall be determined solely by the Committee in the exercise of
        good faith and reasonable judgment, and shall mean the Participant
        willfully engaging in illegal conduct that is materially and
        demonstrably injurious to the Company.

     b. "Change in Control" shall have the same meaning as set forth in the
        Change in Control Agreement between the Company and the Participant as
        in effect on the date of this Agreement, or as that definition may be
        amended from time to time. In the event the Change in Control Agreement
        is no longer in effect, the definition of Change in Control in that
        Agreement shall nevertheless continue to apply to this Plan.

     c. "Company" means The Valspar Corporation, a Delaware corporation, or any
        successor thereto as provided in Article 8 herein.

     d. "Deferred Compensation Account" means the accounting entry on the
        financial records of the Company representing the liability for the
        accumulated contributions pursuant to Section 5.1 and the interest
        credited pursuant to Section 5.2.

     e. "Disability" shall have the same meaning as used in the Company's
        long-term disability plan to determine the Participant's entitlement to
        benefits under that plan.

     f. "Interest Rate Credit" means, for the period December 10, 2002 through
        December 31, 2003, 4.6%; thereafter, for each subsequent Plan Year,
        Interest Rate Credit means 100% of the annual long-term applicable
        federal rate in effect for January of that Plan Year.


<PAGE>


     g. "Plan Year" means, for the first year of the Plan, the period from the
        Effective Date through December 31, 2002. Thereafter, Plan Year means
        the consecutive twelve-month period beginning each January 1 and ending
        December 31.

     h. "Spouse" means Jean Rompala, the Participant's wife.

     2.2. GENDER AND NUMBER. Except when otherwise indicated by the context, any
masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.


ARTICLE 3. ADMINISTRATION

     3.1. THE COMMITTEE. The Plan shall be administered by the Compensation
Committee (the "Committee") of the Board of Directors (the "Board") of the
Company.

     3.2. AUTHORITY OF THE COMMITTEE. Subject to the provisions herein, the
Committee shall have the full power to amend or terminate the Plan at any time
(subject to Article 7 herein), to construe and interpret the Plan, and to make
any other determination that may be necessary or advisable for the Plan's
administration.

     3.3. DECISIONS BINDING. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan shall be final, conclusive, and
binding on all persons, including the Company, its employees, the Participant,
and his estate and beneficiaries.

     3.4 NAMED FIDUCIARY. The Company shall be the named fiduciary of the Plan.


ARTICLE 4. ELIGIBILITY

     4.1 TERMINATION OF EMPLOYMENT. The Participant shall be vested and shall be
entitled to receive the Participant's Deferred Compensation Account if the
Participant's employment with the Company terminates for any of the following
reasons:

          a. Involuntary termination by the Company other than for Cause;

          b. Voluntary resignation by the Participant prior to March 1, 2005,
             but only with the consent of the Committee;

          c. Voluntary resignation by the Participant anytime after a Change in
             Control or anytime after February 28, 2005;

          d. The Participant's death while employed by the Company; or

          e. The Participant's Disability while employed by the Company.

     4.2 FORFEITURE OF BENEFIT. If the Participant voluntarily resigns prior to
March 1, 2005 other than as set forth in paragraph 4.1(b) or (c) above, or if
the Company terminates the Participant's employment for Cause at any time, any
and all rights of the Participant in the Deferred Compensation Account under
this Plan shall immediately forfeit.


<PAGE>


ARTICLE 5. DEFERRED COMPENSATION ACCOUNT AND PAYMENT

     5.1 COMPANY CONTRIBUTIONS TO THE DEFERRED COMPENSATION ACCOUNT. On the
Effective Date and for each year thereafter that the Participant is actively
employed as the Chief Executive Officer of the Company on the date options are
otherwise granted pursuant to the Company's Key Employee Annual Bonus Plan, in
lieu of any grant of options under such Annual Bonus Plan for that year, Valspar
will credit to the Participant's Deferred Compensation Account under this Plan
an amount equal to 90% of the Participant's then current annual base salary from
the Company. From time to time, the Company may, in the sole discretion of the
Committee, make contributions to the Participant's Deferred Compensation Account
in addition to the contributions described in the preceding sentence, and such
additional amount, if any, shall be accounted for and distributed in accordance
with the provisions of this Plan as part of the Deferred Compensation Account.

     5.2 ADJUSTMENTS OF INTEREST TO THE ACCOUNT. As of the last day of each Plan
Year and at such other times as determined by the Committee in its sole
discretion, for so long as there is any amount remaining in the Participant's
Deferred Compensation Account, the Deferred Compensation Account shall be
credited with an amount equal to the Interest Rate Credit multiplied by the
value of the Deferred Compensation Account on the last adjustment date, less any
payments made from the Account since such adjustment date. If the adjustment
occurs more often than annually, the Interest Rate Credit that shall be pro
rated based on the ratio of the number of days since the last adjustment over
360 days. The Deferred Compensation Account shall be adjusted to the date the
first payment is made under Section 5.3 or 5.4. Notwithstanding the foregoing,
if the Participant elects an annuity form of distribution, no further adjustment
shall be made to the Deferred Compensation Account after the first payment
commences.

     5.3 PAYMENT OF THE DEFERRED COMPENSATION ACCOUNT. If the Participant is
eligible for payment under Section 4.1, the Company shall make or commence
payment of the Deferred Compensation Account to the Participant no later than 30
days following the date on which the Participant's termination of employment
occurs; provided, however, that no payment under this Plan shall be made or
first commence prior to the last day in any fiscal year of the Company in which
the Participant is a "covered employee" as defined in Section 162(m) of the
Code. Unless the Participant elects an annuity form as provided in Sections 5.4
and 5.5, the Deferred Compensation Account will be paid to the Participant in a
single lump sum.

     5.4 ANNUITY PAYMENT OPTION. In lieu of the single lump sum payment provided
in Section 5.3, the Participant may elect, as provided in Section 5.5 below, one
of the following forms: (i) an annual payment for the Participant's life; or
(ii) an annual payment for the joint lives of the Participant and Spouse (a
joint and 100% survivor annuity); or (iii) an annual payment for the life of the
Participant and, upon the death of the Participant, 50% of the annual payment
for the life of the Spouse (a joint and 50% survivor annuity). The amount of
each payment of the life only annuity, joint and 100% survivor annuity or the
joint and 50% survivor annuity shall be determined based upon a single annuity
bid from a qualified insurance or annuity provider selected by the Committee in
its sole discretion from among at least three qualified bids by qualified
insurance or annuity providers selected by the Committee after consultation with
the Participant as to the form, frequency and other features of such annuity
payments. The annuity bids shall be based upon a single premium payment for an
annuity contract equal to the Participant's Deferred Compensation Account. In
selecting the single bid, the Committee shall apply the criteria and procedure
substantially similar to those set forth for the purchase of annuities for a
terminating single employer qualified pension plan in Department of Labor
Interpretative Bulletin 95-1 (60 Fed. Reg. 12328 [3/6/95]).


<PAGE>


Notwithstanding the foregoing, the selection of an annuity bid as described
above shall be solely for the purpose of determining the amount of such annuity
payments. The Company may purchase an annuity contract or insurance policies to
provide for such annuity payments, provided, however, that if the Company
purchases such contract or policy, the rights of the Company and the Participant
(including the Participant's Spouse and his successors) in and to such contract
or policy shall at all time be subject to the provisions of Sections 8.2 and 8.3
of this Plan.

     5.5 METHOD OF PAYMENT ELECTION. The Participant must make a written
election of the annuity payment to the Committee, specifying one of the forms
described in Section 5.4; provided, however, that such change in payment will be
valid only if it is made prior to the earliest of the following dates:

     a. the date the Participant terminates employment with the Company;

     b. the last day of the Company's fiscal year prior to the year in which
        payment is made or first commences;

     c. January 1 of the year in which payment is made or first commences; and

     d. the date that is six months prior to the date payment is made or first
        commences.

Once made, any such election will be irrevocable. Any election made after the
earliest of the above dates will not be valid or enforceable.

     5.6 DISABILITY. If the Participant suffers a Disability, the Deferred
Compensation Account shall be paid or commence no later than 30 days after the
date of the determination of the Disability. If the Participant suffers a
Disability and is unable to apply such payment to the Participant's own interest
and advantage, the Company or will make any such payment or payments due the
Participant under the terms of the Plan in accordance with the written
directions of the Spouse (or if the Spouse is unable to so act, the person or
entity established, to the reasonable satisfaction of the Company and its legal
counsel, to have the legal authority to act on behalf of the Participant with
respect to such matters following his Disability), and the Company will be
relieved of any further liability upon payment of any amounts due hereunder at
the direction of the Spouse (or such other person or entity).

     5.7 DEATH OF PARTICIPANT; DEATH OF SPOUSE. If the Participant dies prior to
the date payment of the Deferred Compensation Account is made or commences, the
Participant's Deferred Compensation Account will be paid to the Participant's
Spouse, if she survives, no later than 30 days after the date of the
Participant's death. Any payment due the Spouse shall be the form described in
Section 5.3 or as otherwise elected by the Participant and in effect at the time
of the Participant's death. If the Participant elects an annuity form of payment
and dies after the date payments under such annuity have commenced, any payment
due the Spouse shall be determined by the form of annuity payment then in
effect. If the Spouse predeceases the Participant, the Deferred Compensation
Account shall be paid to the Participant's estate in a single lump sum, no later
than 90 days after the date of the Participant's death.

     5.8 CHANGE IN CONTROL. If a Change in Control occurs, then notwithstanding
anything herein to the contrary, the Deferred Compensation Account will be paid
to the Participant in a single lump sum no later than the date of the
Participant's termination of employment.


<PAGE>


ARTICLE 6. CLAIMS REVIEW

     6.1 CLAIMS PROCEDURE AND REVIEW. The Participant or Spouse (the "claimant")
may make a claim for payment of the Participant's Deferred Compensation Account
Plan within the time and in the manner described herein. Such claim shall be
made within 60 days after the claim arises by filing a written request with the
Vice President of Human Resources of the Company, on behalf of the Committee.
The Committee shall determine the claim within a reasonable time after the
receipt of the written claim. Notice of the Committee's decision shall be
communicated to the claimant in writing. If the claim is denied, the notice
shall include the specific reasons for the denial (including reference to
pertinent Plan provisions), a description of any additional material or
information necessary for the Committee to reconsider the claim, the reasons for
any of such additional material or information, and an explanation of the review
procedure.

     6.2 APPEAL. The Participant, Spouse or his or her duly authorized
representative may, within 90 days after receiving such written notice, request
the Board of the Company to review the Committee's decision. The Board shall
afford the claimant a hearing and the opportunity to review all pertinent
documents and submit issues and comments orally and in writing and shall render
a review decision in writing within 150 days after receipt of request for
review. The review proceeding shall be conducted in accordance with the rules
and regulations adopted from time to time by the Board.


ARTICLE 7. AMENDMENT AND TERMINATION

     The Committee hereby reserves the right to amend, modify, and/or terminate
the Plan at any time subject to ratification by the Board. However, no such
amendment or termination shall in any manner adversely affect the rights or
benefits of the Participant previously accrued herein without the consent of the
Participant.


ARTICLE 8. MISCELLANEOUS

     8.1. UNFUNDED PLAN. The Plan is intended to be an unfunded plan maintained
primarily to provide nonqualified deferred compensation to the Participant, and
is further intended to be exempt from the provisions of Parts 2, 3, and 4 of
Title I of ERISA.

     8.2. UNSECURED GENERAL CREDITOR. The Company's obligation under this Plan
shall be that of an unfunded and unsecured promise to pay money in the future.
The Participant and the Participant's beneficiaries, heirs, successors, and
assigns shall be and remain unsecured general creditors of the Company with
respect to any payments under this Plan. The Company may set aside assets,
including as provided in Section 8.3 below, and may purchase annuity contracts
or insurance policies, to fund its obligations under this Plan, provided,
however, that the Participant and the Participant's Spouse, successors, and
assigns shall have no secured legal or equitable rights, interest or claims in
any such assets, policies, contracts, or the proceeds therefrom.

     8.3. TRUST FUND. Prior to a Change in Control, the Company may in its
discretion establish one or more so-called "rabbi" trusts, which may, but is not
required to be, irrevocable, with such trustees as the Committee may approve,
and shall deposit such amount of cash or other marketable securities as it
determines in its sole discretion, for the purpose of providing for the payment
of benefits under this Plan. Immediately upon the occurrence of an event
constituting a Change in Control, the Company shall establish one or more such
trusts, which shall be irrevocable, and shall deposit cash or other marketable
instruments equal to the amount payable from the


<PAGE>


Deferred Compensation Account at that time, and thereafter, the Company shall
immediately (but no more often than annually) deposit such additional amount of
cash or other marketable instruments equal to any increase credited to the
Deferred Compensation Account. To the extent any amounts provided under this
Plan are actually paid from any such trust, the Company shall have no further
obligation with respect thereto, but to the extent not so paid, such amounts
shall remain the obligation of, and shall be paid by the Company.

     8.4. COSTS OF THE PLAN. All costs of implementing and administering the
Plan, and all costs incurred in providing the benefits described herein, shall
be borne by the Company.

     8.5. TAX WITHHOLDING. The Company shall have the right to require the
Participant to remit to the Company an amount sufficient to satisfy Federal,
state, and local tax withholding requirements, or to deduct from all payments
made from the Participant's Deferred Compensation Account pursuant to the Plan
amounts sufficient to satisfy such withholding requirements.

     8.6. NOTICES. All notices or elections given to or made pursuant hereto
shall, except as otherwise specified herein, be in writing and be delivered,
mailed or faxed to any such party at its address below:

                   In the case of Valspar:

                   THE VALSPAR CORPORATION
                   Attention: Vice President, Human Resources
                   1101 Third Street South
                   Minneapolis, MN 55415

                   In the case of the Participant:

                   Mr. Richard M. Rompala
                   4848 West Lake Harriet Parkway
                   Minneapolis, MN 55410

     Either party may, by notice hereunder, designate a changed address. Any
notice, if mailed properly addressed, postage prepaid, registered or certified
mail, shall be deemed dispatched on the registered date or that stamped on the
certified mail receipt, and shall be deemed received within the second business
day thereafter or when it is actually received, whichever is sooner.

     8.7. NONTRANSFERABILITY. The Participant's rights to benefits provided
hereunder may not be sold, transferred, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution. In
no event shall the Company make any payment under the Plan to any assignee or
creditor of the Participant or to any assignee or creditor of the Spouse.

     8.8. SUCCESSORS. All obligations of the Company under the Plan shall be
binding upon and inure to the benefit of any successor to the Company, whether
the existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.

     8.9. SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.


<PAGE>


     8.10. APPLICABLE LAW. To the extent not preempted by federal law, the Plan
shall be governed by and construed in accordance with the laws of the state of
Minnesota.


     The Valspar Corporation                       Participant

     /s/ Gary Gardner                              /s/ Richard M. Rompala
     ---------------------------                   --------------------------
     Gary Gardner,                                 Richard M. Rompala
     Vice President, Human Resources