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FORM OF INDEMNITY LETTER AGREEMENT TO NON-EMPLOYEE DIRECTORS AND CERTAIN EXECUTIVE OFFICERS

Indemnification Agreement

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 This Indemnification Agreement involves

Valspar Corporation

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Title: FORM OF INDEMNITY LETTER AGREEMENT TO NON-EMPLOYEE DIRECTORS AND CERTAIN EXECUTIVE OFFICERS
Date: 3/11/2009
Industry: Chemical Manufacturing     Sector: Basic Materials

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Exhibit 10.3

FORM OF INDEMNITY LETTER AGREEMENT
TO NON-EMPLOYEE DIRECTORS AND CERTAIN EXECUTIVE OFFICERS

March 5, 2009

Reference is hereby made to Article IX of the By-laws of The Valspar Corporation (the “Company”) as in effect as of the date hereof (the “Company Indemnity Bylaws”). In consideration of your prior and continuing service to the Company, the Company agrees that your rights under the Company Indemnity Bylaws to be indemnified to the fullest extent permitted by law and to advancement of expenses are contract rights that shall be incorporated into this letter agreement and shall continue even after your association with the Company terminates, and that such rights shall be for your benefit and for the benefit of your heirs, executors and administra­tors. The Company further confirms that your rights under the Company Indemnit



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