Exhibit 99.1

April 13, 2011

Dear ▇▇▇▇:

This letter agreement establishes the terms and conditions of your Transition Agreement and Release (“Agreement”). The purpose of this Agreement is to document your transition from Chief Executive Officer to Chairman and what you will receive in exchange for your acceptance of this Agreement. The Valspar Corporation has agreed to provide you with certain payments and benefits, which are set forth below, some of which you would not be otherwise entitled in consideration for your signing this Agreement and the attached Updated Release of Claims in the applicable time periods.

Effective Dates

You are retiring as (1) an Officer of The Valspar Corporation and its subsidiaries (“Valspar”), effective June 1, 2011, the date ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ will assume the duties as Chief Executive Officer (“CEO”) (the “Transition Date”), (2) an employee of Valspar, effective October 31, 2011 (the “Retirement Date”), (3) Chair of the Board of Directors and a Valspar director, effective upon the earlier of the Board’s election of a new Chair or a date that is mutually agreed.

Transition Services

During the period beginning on the Transition Date and ending on the Retirement Date, your employment duties will be those solely as Chair of the Board of Directors, and you will work with ▇▇▇▇, the Board, shareholders, employees, customers, and appropriate industry leaders and groups to facilitate an effective transition of the leadership of Valspar to ▇▇▇▇. During this period it is expected that your level of service to Valspar will not exceed the minimum service guidelines to qualify under Treas. Reg. §1.409A-1(h)(1)(ii).

Compensation and Other Payments

In compensation for these duties and in consideration for your signing this Agreement, Valspar will pay and provide the following:

The payments of compensation described above shall be subject to appropriate deductions and withholding.

Stock Options

You will not be eligible for any future stock option grants. You will become 100% vested in options granted in 2008, 2009 and 2010 under the 2001 Stock Option Plan and the 2009 Omnibus Equity Plan effective as of your Retirement Date, in addition to any vesting that will occur prior to that date under the terms of the options. Options granted prior to 2008 are fully vested.

The terms of the option grants before 2007 provide an opportunity to exercise for up to three years after your Retirement Date (not to exceed the original expiration date), or for option grants after 2006, the original expiration date.

Restricted Stock Grants

Your restricted shares will be 100% vested effective upon your Retirement Date, as consideration for your signing this Agreement. The value of the shares at the time of vesting will be taxed as ordinary income as of that date, and subject to appropriate tax withholding.

Benefit Continuation

Your medical, dental and life insurance coverage under Valspar’s active employee programs will terminate on your Retirement Date. However, you will be eligible to continue medical coverage for your lifetime and for your current spouse’s lifetime according to the terms and conditions of the Valspar Officer Retiree Medical Plan. ▇▇▇▇▇ ▇▇▇▇ can provide additional details regarding this Plan.

Dental and life insurance can be continued at a cost to you equal to 102% of the full cost of coverage. You will be eligible to continue these coverages for eighteen months following your Retirement Date.  You will receive additional COBRA election forms in a separate letter. If Valspar changes its group insurance plan(s) in the future, your coverage will be under the new plan(s). Valspar reserves the right to change or terminate its medical, dental and/or life insurance plans.

Disability Benefits

Disability coverage will terminate on your Retirement Date.

Supplemental Executive Retirement Plan

You will be entitled to a lump sum cash payment of the benefits due under the terms of your Supplemental Executive Retirement Plan (“SERP”), as modified in this Agreement, as follows:

The payment of the SERP benefit will be subject to appropriate deductions and withholding.

Restriction on Employment

Definitions

Confidential Information

You understand and acknowledge that as a Valspar employee and director you had access to Confidential Information. As an example, in the course of your employment you worked with or had knowledge of information concerning inventions, improvements, formulas, techniques, customer lists, marketing plans, price lists, trade secrets, and processes developed, made, used or sold by Valspar, and other information relating to Valspar’s products or operations. You understand that all of this information belongs exclusively to Valspar and you agree not to use or share this information with any other person, or entity, except with Valspar’s written consent.

Rescission/Revocation/Consideration Period

By signing this Agreement, you acknowledge and agree that Valspar informed you that (1) you have the right to consult with an attorney of your choice prior to signing this Agreement, and (2) you are entitled to twenty-one (21) calendar days from the receipt of this Agreement to consider whether the terms are acceptable to you. Valspar encourages you to use the full 21-day period to consider this Agreement but you have the right, if you choose, to sign this Agreement period prior to the expiration of the twenty-one (21) day period. Changes to this Agreement, whether material or immaterial, will not restart this 21-day consideration period. For purposes of the Updated Release of Claims, the applicable time periods will be determined from your Retirement Date.

You may revoke (i.e., rescind) (1) your release of claims under the Age Discrimination in Employment Act of 1967 for any reason within seven (7) calendar days after signing this Agreement and/or (2) your release of claims under the Minnesota Human Rights Act for any reason within fifteen (15) calendar days after signing this Agreement. The two rescission period shall run concurrently. If you revoke one or both such releases, Valspar shall have no further obligation under this Agreement and you shall immediately repay Valspar for the benefits and payments made or provided pursuant to this Agreement that you would not otherwise have been entitled to receive.

To revoke such release, you must notify Valspar in writing and hand deliver or mail the notice to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ within the applicable 7-day or 15-day period. If you send the notice of revocation by mail, it must be: 1) postmarked within the 7-day period; 2) properly addressed to The Valspar Corporation, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, P.O. Box 1461, Minneapolis, MN 55440; and 3) sent by certified mail, return receipt requested.

Release of Claims

Because of the additional consideration described above, you hereby unconditionally release and discharge Valspar, and all its affiliates, predecessors, successors, subsidiaries, employees, officers, directors, agents, insurers, representatives, counsel, shareholders, and all other persons, entities and corporations affiliated or related with any of them (referred to as "the Released Parties") from all liability for damages or claims or demands, whether known or unknown, of any kind, including but not limited to all claims for costs, expenses and attorney’s fees arising out of any acts, decisions, or omissions occurring prior to your execution of this Agreement, including, but not limited to, your change in status. You will not make a claim in any court based upon any act of, or failure to act by the Released Parties during the time you worked for the Released Parties. Some examples of the released claims are:

You understand and agree that the above list contains examples only and does not contain all claims that you are releasing. By signing this Agreement, you are releasing all claims against the Released Parties. You also represent that you have not filed any claims against the Released Parties and, to the full extent permitted by law, will not do so at any time after signing this Agreement or the Updated Release of Claims.

You further agree that, to the full extent permitted by law, you will not institute any claim for damages, by charge, complaint or otherwise, nor otherwise authorize any other party, governmental or otherwise, to institute any claim for damages via administrative or legal proceedings against the Released Parties. If you previously filed, file, or have filed on your behalf, a charge, complaint, or action, you agree that the benefits described in this Agreement are in complete satisfaction of any and all claims in connection with such charge, complaint, or action and you waive the right to money damages or other legal or equitable relief awarded by any governmental agency or other entity related to any such claim.

Valspar agrees to release any and all claims it or any of the Released Parties (in their capacity as a Released Party only) has as of the date of this Agreement and as of the date of the Updated Release of Claims against you, other than any claims arising out of any criminal charge brought against you in connection with your services to Valspar, any claim for recovery arising under Valspar’s indemnification of Officers and Directors or any recovery required under state or federal laws.

Cooperation

At Valspar’s request, you will cooperate with Valspar in any pending or future claims or lawsuits involving Valspar where you have knowledge of the underlying facts. In addition, for a period of five years from the Retirement Date, you will not voluntarily aid, assist, or cooperate with any claimants or plaintiffs or their attorneys or agents in any claims or lawsuits commenced in the future against Valspar; provided, however, that nothing in this Agreement will be construed to prevent you from testifying truthfully and completely at an administrative hearing, a deposition, or in court in response to a lawful subpoena or as otherwise required by law, in any litigation or proceeding involving Valspar.

Miscellaneous

i.                     Other Payments or Benefits. You agree that you are not eligible for any other payments or benefits except for those expressly described in this Agreement, provided that you sign and return this Agreement and the Updated Release of Claims within the specified time periods, and do not revoke this Agreement or any part, including required Updated Release of Claims.

ii.                    References. Should anyone contact Valspar’s human resources department for references on you, Valspar will only verify employment dates, job title, and rate of compensation.

iii.                  Non-Disparagement. You agree not to make disparaging or defamatory remarks about Valspar or any of its Officers.

iv.                  Non-Admission. It is expressly understood that this Agreement does not constitute, nor shall it be construed as an admission by Valspar or you of any liability or unlawful conduct whatsoever. Valspar and you specifically deny any liability or unlawful conduct.

v.                   Successors and Assigns. This Agreement is personal to you and may not be assigned by you without the written agreement of Valspar. The rights and obligations of this Agreement shall inure to the successors and assigns of Valspar.

vi.                  Enforceability. If a court finds any term of this Agreement to be invalid, unenforceable, or void, the parties agree that the court shall modify such term to make it enforceable to the maximum extent possible. If the term cannot be modified, the parties agree that the term shall be severed and all other terms of this Agreement shall remain in effect.

vii.                Governing Law/Venue. This Agreement shall be governed and construed in accordance with the laws of the State of Minnesota. The parties agree that any action relating to this Agreement shall be instituted and prosecuted in Hennepin County, Minnesota, in either state court (Hennepin County District Court) or federal court (United States District Court for the District of Minnesota). You and Valspar hereby consent to submit to the personal jurisdiction of such courts and agree not to bring any action relating to this Agreement or your employment and/or termination in any court other than Hennepin County District Court or United States District Court for the District of Minnesota.

viii.               Entire Agreement. This Agreement (which includes the Updated Release of Claims) contains the sole offer and full agreement between you and Valspar relating to your employment with Valspar after the Transition Date and the termination of such employment and may not be modified, altered, or changed in any way except by written agreement signed by both parties. The parties agree that this Agreement supersedes and terminates any and all other written and oral agreements and understandings between the parties, including, but not limited to any such agreements and/or understandings concerning termination or separation benefits you may have been eligible for or entitled to from Valspar.

ix.                  Acknowledgment of Reading and Understanding. By signing this Agreement, you acknowledge that you have read this Agreement, including the Updated Release of Claims, and understand that the release(s) of claims is a full and final release of all claims you may have against Valspar and the other entities and individuals covered by the release. By signing, you also acknowledge and agree that you have entered into this Agreement knowingly and voluntarily.

If you have any questions, please call me.

Sincerely,

THE VALSPAR CORPORATION

I have read the above Transition Agreement and Release, and after consultation with my attorney, understand and agree to its contents. I am signing this Agreement knowingly, voluntarily and without reliance upon any statements made by Valspar employees or attorneys.

Return the signed original copy to: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, The Valspar Corporation, P.O. Box 1461, Minneapolis, MN, 55440.

Updated Release of Claims

This Updated Release of Claims is entered into by and between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (“you”) and The Valspar Corporation. By your signature below, you agree to the following terms and conditions:

1.                   Termination.  You agree and acknowledge that your employment and officership with The Valspar Corporation and its subsidiaries (“Valspar”) have terminated. You agree that you are not eligible for any other payments or benefits except for those expressly described in the Transition Agreement and Release previously signed by you and Valspar (“Transition Agreement”).

2.                   Consideration.  As described in the Transition Agreement, Valspar has and will provide to you, and you hereby acknowledge that you have received certain payments and benefits in anticipation of, and expressly conditioned upon, your signing (after your Retirement Date, but no later than 30 days following such date) and not revoking this Updated Release of Claims.

3.                   Release of Claims.  Because of the payment, benefits and the other consideration provided to you under the Transition Agreement, you hereby unconditionally release, agree not to sue, and discharge Valspar, and all of its affiliates, predecessors, successors, parents, subsidiaries, employees, officers, directors, agents, insurers, representatives, counsel, shareholders, and all other persons, entities and corporations affiliated or related with any of them (referred to individually and collectively in this Updated Release of Claims section as “the Released Parties”) from all liability for damages or claims or demands, whether known or unknown, of any kind, including but not limited to all claims for costs, expenses and attorney’s fees arising out of any acts, decisions, or omissions occurring prior to your execution of this Updated Release of Claims, including, but not limited to, your termination from employment with Valspar. You will not make a claim in any court based upon any act of, or failure to act by, the Released Parties during the time you worked for the Released Parties. Some examples of the released claims are:

You understand and agree that the above list contains examples only and does not contain all claims that you are releasing. By signing this Updated Release of Claims, you are releasing all claims against the Released Parties. You also represent that you have not filed any claims against the Released Parties and, to the full extent permitted by law, will not do so at any time after signing this Updated Release of Claims.

You further agree that, to the full extent permitted by law, you will not institute any claim for damages, by charge, complaint, or otherwise, nor otherwise authorize any other party, governmental or otherwise, to institute any claim including via administrative or legal proceedings against the Released Parties. If you previously filed, file, or have filed on your behalf, a charge, complaint, or action, you agree that the payments and benefits described in the Transition Agreement are in complete satisfaction of any and all claims in connection with such charge, complaint, or action and you waive the right to money damages or other legal or equitable relief from such charge, complaint, or action.

Valspar agrees to release any and all claim it or any of the Released Parties (in their capacity as a Released Party only) has as of the date of this Agreement and as of the date of the Updated Release of Claims against you, other than any claims arising out of any criminal charge brought against you in connection with your services to Valspar, any claim for recovery arising under Valspar’s indemnification of Officers and Directors or any recovery required under state or federal laws.

4.                   Rescission/Revocation/Consideration Period.  By signing this Updated Release of Claims, you acknowledge and agree that Valspar informed you that (1) you have the right to consult with an attorney of your choice prior to signing this Updated Release of Claims, and (2) you are entitled to twenty-one (21) calendar days from the receipt of this Release to consider whether the terms are acceptable to you. Valspar encourages you to use the full 21-day period to consider this Release but you have the right, if you choose, to sign this Release prior to the expiration of the twenty-one (21) day period.

You may revoke (i.e., rescind) (1) your Updated Release of Claims under the Age Discrimination in Employment Act of 1967 within seven calendar (7) days after signing this Updated Release of Claims and/or (2) your Updated Release of Claims under the Minnesota Human Rights Act within fifteen (15) calendar days of your signing this Updated Release of Claims. The two rescission periods shall run concurrently. If you revoke one or both updated releases, Valspar shall have no further obligation under this Updated Release of Claims and you agree that you shall immediately repay Valspar for the full amount of those benefits and payments provided or made pursuant to the Transition Agreement.

To revoke one or both of the updated releases, you must notify Valspar in writing and hand deliver or mail the notice to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ within the applicable 7- or 15-day rescission period. If you send the notice of revocation by mail, it must be: 1) postmarked within the required period; 2) properly addressed to The Valspar Corporation, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, P.O. Box 1461 Minneapolis, Minnesota 55440; and 3) sent by certified mail, return receipt requested.

5.                   Incorporation.  This Updated Release of Claims hereby incorporates by reference the terms of the Transition Agreement previously signed by the parties. This Updated Release of Claims (including the Transition Agreement incorporated herein by reference) contains the sole offer and full agreement between you and Valspar relating to your employment with Valspar and the termination of such employment and may not be modified, altered, or changed in any way except by written agreement signed by both parties. The parties agree that this Updated Release of Claims supersedes and terminates any and all other written and oral agreements and understandings between the parties, including, but not limited to any such agreements and/or understandings concerning termination and/or separation/severance payments and/or benefits you may have been eligible for or entitled to from Valspar (including but not limited to the Change of Control Agreement), except this Updated Release of Claims supplements and does not supersede the Transition Agreement.

6.                   Acknowledgment of Reading and Understanding.  By signing this Updated Release of Claims, you acknowledge that you have read this Updated Release of Claims and understand that the release of claims is a full and final release of all claims you may have against Valspar and the other entities and individuals covered by the release. By signing, you also acknowledge and agree that you have entered into this Updated Release of Claims knowingly and voluntarily.

[Signatures on next page]

I have read the above Updated Release of Claims, and after consultation with my attorney, understand and agree to its contents. I am signing this Agreement knowingly, voluntarily and without reliance upon any statements made by Valspar employees or attorneys.

THE VALSPAR CORPORATION

Return the signed original copy to:  ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, The Valspar Corporation, P.O. Box 1461, Minneapolis, MN, 55440.