On June 16, 2009, The Valspar Corporation, a Delaware corporation (“Valspar” or the “Company”), entered into an Underwriting Agreement with several underwriters represented by Banc of America Securities LLC, Goldman, Sachs & Co. and Wachovia Capital Markets, LLC for the sale of $300,000,000 aggregate principal amount of the Company’s 7.250% Senior Notes due 2019 (the “Notes”). The sale of the Notes was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-142058), filed with the SEC on April 12, 2007, together with a prospectus supplement dated June 16, 2009 and filed with the SEC on June 19, 2009 (the “Prospectus Supplement”).

The Notes were issued under an indenture (the “Base Indenture”), dated as of April 24, 2002, between the Company and The Bank of New York Trust Company, N.A. (as successor to Bank One Trust Company, N.A.), as trustee, as supplemented by a Third Supplemental Indenture, dated as of June 19, 2009, between the Company and U.S. Bank National Association, as trustee (the “Supplemental Indenture”). The description of the terms of the Base Indenture, as supplemented by the Supplemental Indenture (as supplemented, the “Indenture”), are incorporated herein by reference to the disclosures contained in Item 2.03 below.

On June 19, 2009, the Company issued $300,000,000 aggregate principal amount of Notes pursuant to the Indenture. The Company intends to use the net proceeds of the Notes primarily to repay a portion of its commercial paper borrowings and borrowings under existing bank credit facilities.

The Notes will mature on June 15, 2019. Interest on the Notes will accrue from June 19, 2009 and will be payable on June 15 and December 15 of each year, beginning December 15, 2009. The Notes are unsecured and unsubordinated obligations and rank equally with all of the other unsecured and unsubordinated debt of the Company outstanding from time to time.

The Company may redeem the Notes prior to maturity at its option, at any time in whole or from time to time in part, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes being redeemed; and (ii) an amount equal to the sum of the present values of the remaining scheduled payments of principal and interest on the Notes, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 50 basis points; plus, in each case, accrued interest to, but not including, the redemption date. If the Company experiences a “change of control repurchase event” (which is defined in the Supplemental Indenture and involves a change in control and related rating of the Notes below investment grade), the Company may be required to offer to purchase the Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest.