Exhibit 10(a) to Valspar Corporation Form 10-Q dated April 30, 2004





Exhibit 10(a) 



THE VALSPAR CORPORATION

AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR

RICHARD ROMPALA 



ARTICLE 1.   Establishment and Purpose 



        1.1.   Establishment
and Restatement.   The Valspar Corporation (the Company) established,
effective as of October 29, 2001, an unfunded supplemental executive retirement plan
known as the Valspar Corporation Supplemental Executive Retirement Plan (the Plan) for
Richard Rompala (the Participant). The Plan is amended and restated in full herein,
effective as of April 20, 2004.  



        1.2.   Purpose.   The
Plan is established and is intended as an unfunded plan to be maintained for the
purpose of providing retirement income to the Participant, and as such it is
intended that the Plan be exempt from the relevant requirements of Title I of
the Employee Income Retirement Security Act of 1974 (ERISA), as amended. The
Plan is not intended to satisfy the qualification requirements of Internal
Revenue Code Section 401. 



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.  	  	“Actuarial
Equivalent” means the equivalence in present value of the annual annuity payment for
the Participant’s life expectancy set forth in the table in Section 5.1, using the
mortality table assumptions defined under Section 417(e) of the Code and an interest rate
equal to the ten-year Treasury Note rate on the most recent sale prior to the 90th day
before the date the first payment is made, except that, in determining the Actuarial
Equivalent of the single lump sum only, the interest rate as determined above shall not
exceed 7.5%.  







	b.  	  	“Board” means
the Board of Directors of the Company.  







	c.  	  	“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.  







	d.  	  	“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In the event the Change in Control Agreement is no longer in effect, the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. 







	e.  	  	“Code” means
the Internal Revenue Code of 1986, as amended.  







	f.  	  	“Committee” means
the Compensation Committee of the Board, or any other committee designated by
the Board to administer the Plan, pursuant to Article 3.1 herein.








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







	h.  	  	“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. 







	i.  	  	“Effective Date”
means the date the Plan becomes effective, as set forth in Article 1.1
herein. 




















	j.  	  	“ERISA” means
the Employee Retirement Income Security Act of 1974, as amended from time to
time or any successor act thereto. 







	k.  	  	“Participant”
means Richard Rompala. 







	l.  	  	“Plan
Year” means, for the first year of the Plan, the period from the Effective
Date through December 31, 2001. Thereafter, Plan Year means the consecutive
twelve-month period beginning each January 1 and ending December 31.








	m.  	  	“Spouse”
means Jean Rompala. 







        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 of the Board, or by any other committee designated by the
Board to administer the Plan. The Committee may delegate any or all of its
administrative responsibilities hereunder. 



        3.2.   Authority
of the Committee.   Subject to the provisions herein and
subject to ratification by the Board, 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, which 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, as ratified by the Board, and
all related orders or resolutions of the Board shall be final, conclusive, and
binding on all persons, including the Company, its employees, the Participant,
and their estates 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 SERP benefits as set forth in
Article 5.1 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 Compensation Committee of the Board; 







	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 Section 4.1(b) or (c)
above, or if the Company terminates the Participant’s employment for Cause
at any time, all benefits set forth in this Plan are forfeited. 













ARTICLE 5.   Benefit Amount and Payment 



        5.1   SERP
Benefit.   If the Participant is eligible for the SERP
benefit under Section 4.1, the Company shall make or commence payment of
the SERP benefit to the Participant on the date selected by the Participant
following the later of the date the Participant attains the age of 56, or the
date on which the Participant’s termination of employment occurs (which
date shall not be earlier than 30 days after the Participant’s termination
of employment); provided, however, that no payment under this Plan shall be made
or first commence in any fiscal year of the Company in which the Participant is
a “covered employee” as defined in Section 162(m) of the Code.
The SERP benefit shall be the amount set forth in the table below as the Annual
Annuity payable during the Participant’s life. 



	

	Age at Commencement
of SERP benefit 		Minimum
Lump Sum Value 		Annual Annuity Payable for the
Participant’s Life 
	

	                      56	 	 	$2,790,000	 	 	$250,000	 	 
	                      57	 	 	$3,300,000	 	 	$300,000	 	 
	                      58 or older	 	 	$4,330,000	 	 	$400,000	 	 
	








        In
lieu of the annual payment for the Participant’s life only, the Participant may
elect, as provided in Section 5.2 below, one of the following forms: (i) a single lump
sum; 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 annual payment of the joint and 100%
survivor annuity or the joint and 50% survivor annuity shall be the Actuarial Equivalent
of the Annual Annuity payable for the Participant’s life only. The single lump sum
shall be the Actuarial Equivalent of the Annual Annuity payable for the Participant’s
life only, but not less than the amount set forth in the table above as the Minimum Lump
Sum Value. 



        5.2   Method
of Payment Election.   The Participant must make a written election of the
method and commencement of payment to the Committee, which shall be effective immediately.
Following such initial election, the Participant may change his election at any time and
from time to time thereafter; provided, however, that any such change in his election as
to the method or commencement of 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.  







Any election made after the
earliest of the above dates will not be valid or enforceable. The filing of any
such valid written method of payment election shall act as an immediate
revocation as to any prior election. If the Participant fails to provide a valid
written method of payment election to the Committee, the Participant’s SERP
benefit will be paid in an annual payment over the Participant’s life.




        5.3   Disability.   If
the Participant suffers a Disability, the SERP benefit shall be the amount
determined under Section 5.1 as if the Participant had terminated employment
immediately prior to the Disability; provided, however, that if the Disability
occurs prior to the date the Participant attains age 56, the SERP benefit shall
be determined as if the Participant had attained age 56. If the Participant
suffers a 













Disability and is unable to apply
such payment to the Participant’s own interest and advantage, the Company or
provider or payor of the benefit shall 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 and provider and payor shall 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).  



        5.4   Death
of Participant; Death of Spouse.   If the Participant dies prior to the date
the SERP benefit commences, the Spouse shall receive the SERP benefit as if the
Participant had terminated employment immediately prior to the date of death; provided,
however, that if the death occurs prior to the date the Participant attains age 56, the
SERP benefit shall be determined as if the Participant had attained age 56. Any payment
due the Spouse shall be the form described in Section 5.1 elected by the Participant and
in effect at the time of the Participant’s death. If the Participant dies after the
date the SERP benefit commences, any payment due the Spouse shall be determined by the
form of payment described in Section 5.1 then in effect. 



        If
the Spouse dies prior to the Participant, upon the death of the Participant, no further
payments will be made under the Plan. 



        5.5   Change
in Control.   If a Change in Control occurs, the SERP benefit shall be the
amount determined under Section 5.1 as of the Participant’s date of termination of
employment; provided, however, that if the Change of Control occurs prior to the date the
Participant attains age 56, the SERP benefit shall be determined as if the Participant had
attained age 56 immediately prior to his termination of employment after the Change in
Control. 



ARTICLE 6.   Claims Review 



        6.1   Claims
Procedure and Review.   The Participant or Spouse (the “claimant”)
may make a claim for Plan benefits 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 120 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 supplemental pension benefits for Richard
Rompala, 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 Participant and the
Participant’s beneficiaries, heirs, successors, and assigns shall have no
secured legal or equitable rights, interest, or claims in any property or assets
of the Company, nor shall they be beneficiaries of, or have any rights, claims,
or interests in any life insurance policies, annuity contracts, or the proceeds
therefrom owned or which may be acquired by the Company. Except as provided in
Article 8.3, such policies, annuity contracts, or other assets of the
Company shall not be held under any trust for the benefit of the Participant,
the Participant’s beneficiaries, heirs, successors, or assigns, or held in
any way as collateral security for the fulfilling of the obligations of the
Company under this Agreement. Any and all of the Company’s assets and
policies shall be, and remain, the general, unpledged, unrestricted assets of
the Company. The Company’s obligation under this Agreement shall be that of
an unfunded and unsecured promise to pay money in the future. 



        8.3.   Trust
Fund.   Prior to a Change in Control, the Company may in its
discretion establish one or more 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
Agreement. 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
lump sum amount that would then be payable under Section 5.1 above if the
Participant terminated employment immediately after the Change in Control (but
no less than the minimum lump sum payable at age 56) 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
in such lump sum amount. The assets of such trust or trusts shall be subject to
the claims of the Company’s general creditors. To the extent any benefits
provided under this Agreement 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 benefits 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 pursuant to the Plan amounts sufficient to satisfy such withholding
requirements. 



        8.6.   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. 














        8.7.   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. 



        8.8.   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. 



        8.9.   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 E. Gardner	 	/s/   Richard M. Rompala	 
	
		
	
	Gary E. Gardner	 	Richard M. Rompala	 
	Vice President -Human Resources	 	Chief Executive Officer	 
	The Valspar Corporation	 	The Valspar Corporation