THE VALSPAR CORPORATION KEY EMPLOYEES SUPPLEMENTARY RETIREMENT PLAN (As Restated Effective October 15, 2008)

Exhibit 10.1

THE VALSPAR CORPORATION

KEY EMPLOYEES’ SUPPLEMENTARY RETIREMENT PLAN

(As Restated Effective October 15, 2008)

1.         General. The Plan enabled the Corporation to retain the services of designated key employees by providing for them and their families a supplemental source of income upon disability, retirement or death. It is the purpose of this restatement to bring the Plan into compliance with the requirements of Code §409A and regulations promulgated thereunder from and after October 15, 2008, (the “Restatement Date”) and to provide for the transitional relief under the proposed regulations under Code §409A and prior Internal Revenue Service notices (“Applicable Guidance”) for the period between the Restatement Date and December 31, 2008. This Plan, as restated, shall be administered and operated so as to comply with Code §409A and Applicable Guidance, even if contrary to the terms of this document, which shall be interpreted and/or modified in a manner consistent with the requirement of Code §409A, to the greatest extent permitted by law.

2.         Distribution Election. The payment of each participant’s Supplementary Retirement Account in effect on the Restatement Date in a form consistent with the provisions set forth in (a) through (d) below shall continue in effect, subject to the right of the participant to change the time and form of payment prior to December 31, 2008. Any such election shall comply with the requirements of Section XI.C of the Preamble to the Proposed Regulations under Code §409A, as modified by Notice 2007-86, shall be irrevocable as of December 31, 2008 and apply to any amount payable after December 31, 2008. The forms of payment available under the Plan shall be as follows:

(a)        single lump sum between January 2009 and October 2018;

(b)        annual or quarterly installments over either 5 or 10 years beginning January 2009, in an annual amount equal to the balance of the Supplementary Retirement Account as of the prior fiscal year-end multiplied by the fraction of 1 divided by the number of years remaining in the installment period;

(c)        annual installments over the participant’s life expectancy computed by the Single Life Table in IRC Reg. §1.401(a)(9)-9 as set forth on Appendix A or using the Uniform Life Table in IRC Reg. §1.401(a)(9)-9 if election was made previously using that table, in an annual amount equal to the balance of the Supplementary Retirement Account as of the Corporation’s prior fiscal year-end multiplied by the fraction of 1 divided by the number of years remaining in the participant’s life expectancy; or

(d)        annual installments over the joint life expectancies of the Participant and the Participant’s spouse computed by the Single Life Table in IRC Reg. §1.401(a)(9)-9 set forth on Appendix A or using the Uniform Life Table in IRC Reg. §1.401(a)(9)-9 if election was made previously using that table, in an annual amount equal to the balance of the Supplementary Retirement Account as of the Corporation’s prior fiscal year-end multiplied by the fraction of 1 divided by the number of years remaining in the participant’s life expectancy, and upon the participant’s death, the life expectancy of the participant’s spouse using the spouse’s age as of the spouse’s birthday in the year of the participant’s death.