Exhibit 10.2

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS
FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of the
17th day of August, 2009 (this First Amendment), is entered into among
The Valspar Corporation, a Delaware corporation (the Company), the
Lenders (as defined in the hereinafter defined Credit Agreement) party hereto,
and Wells Fargo Bank, National Association, as administrative agent for the
Lenders (the Administrative Agent).

RECITALS

A.
The Company, the Borrowing Subsidiaries party thereto, the Lenders and the
Administrative Agent are parties to that certain Three-Year Credit Agreement
dated as of June 30, 2009 (as amended, restated, supplemented or otherwise
modified from time to time, the Credit Agreement). Capitalized terms
used herein without definition shall have the meanings given to them in the
Credit Agreement as they may be amended pursuant to this First Amendment.

B.
The Company, the Administrative Agent and the Required Lenders have agreed to
make certain amendments to the Credit Agreement on the terms and conditions set
forth herein.

STATEMENT
OF AGREEMENT

NOW,
THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

ARTICLE
I

AMENDMENTS
TO CREDIT AGREEMENT

1.1
Amendments to Section 1.1 Consisting of New Definitions. The following
definitions are hereby added to Section 1.1 of the Credit Agreement in
appropriate alphabetical order:

| |                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | First
 Amendment shall mean the First Amendment to Credit Agreement, dated as
 of August 17, 2009, among the Company, the Lenders party thereto, and the
 Administrative Agent.
| |                                                                                                                                                                                    
| | First
 Amendment Effective Date has the meaning given to such term in Article
 III to the First Amendment.                                                                     

1.2
Amendments to Section 1.1 Consisting of Modifications to Existing
Definitions. The following definition in Section 1.1 of the Credit
Agreement is hereby amended in its entirety as follows:

| |                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Lenders
 means the Persons listed on Schedule 2.01 and any other Person that
 shall have become a party hereto pursuant to either a joinder agreement
 pursuant to Section 2.23(c)(i) or an Assignment and Assumption, other than
 any such Person that shall have ceased to be a party hereto pursuant to an
 Assignment and Assumption.

1.3
Amendments to Section 2.23 (Increase in Revolving Commitments).

| |                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------
| | (a)
 The introductory clause in Section 2.23(a) of the Credit Agreement is hereby
 amended in its entirety as follows:

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| |                                                                                                                                                                                     |                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                     | From time
 to time on and after the Effective Date and prior to the date of termination
 of the Revolving Commitments but not more than 2 times during any 12-month
 period,
| |                                                                                                                                                                                     |                                                                                                                                                                               
| | (b)
 Section 2.23(a) of the Credit Agreement is hereby amended by replacing the
 figure $15,000,000 on the 5th line thereof, and substituting
 therefor the figure $10,000,000.

ARTICLE
II

WAIVER

The
Company has notified the Administrative Agent that Chang Hwa Commercial Bank,
Ltd., Los Angeles Branch desires to join the Credit Agreement as a Lender with
a Revolving Commitment of $10,000,000, and the Required Lenders, by their
execution hereof, hereby waive the requirement in Section 2.23(a) of the Credit
Agreement of at least 30 days prior notice of the increase of the aggregate
amount of the Revolving Commitment resulting from the joinder of Chang Hwa
Commercial Bank, Ltd., Los Angeles Branch to the Credit Agreement. Except as expressly
set forth herein, this waiver shall not by implication or otherwise limit,
impair, constitute a waiver of, or otherwise affect the rights and remedies of
the Lenders, the Issuing Banks, the Administrative Agent or the Borrowers under
the Credit Agreement or any other Loan Document, and shall not alter, modify,
amend or in any way affect any of the terms, conditions, obligations, covenants
or agreements contained in the Credit Agreement or any other Loan Document, all
of which are ratified and affirmed in all respects and shall continue in full
force and effect. Nothing herein shall be deemed to entitle the Borrowers to a
consent to, or a waiver, amendment, modification or other change of, any of the
terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document in similar or different circumstances.

ARTICLE
III

CONDITIONS
OF EFFECTIVENESS

This
First Amendment shall become effective as of the date (such date being referred
to as the First Amendment Effective Date) on which the Administrative
Agent shall have received, dated as of the First Amendment Effective Date, an
executed counterpart hereof from the Company and the Required Lenders.

ARTICLE
IV

REPRESENTATIONS
AND WARRANTIES

The
Company (on behalf of itself and its Subsidiaries) represents and warrants to
the Administrative Agent, the Issuing Banks and the Lenders that (i) the
representations and warranties contained in the Credit Agreement and the other
Loan Documents are true and correct in all material respects on and as of the
First Amendment Effective Date, both immediately before and after giving effect
to this First Amendment (except to the extent any such representation or
warranty is expressly stated to have been made as of a specific date, in which
case such representation or warranty shall be true and correct in all material
respects as of such date), (ii) this First Amendment has been duly authorized,
executed and delivered by the Company and constitutes the legal, valid and
binding obligation of the Company and the Borrowing Subsidiaries enforceable
against them in accordance with its terms, and (iii) no Default or Event of
Default shall have occurred and be continuing on the First Amendment Effective
Date, both immediately before and after giving effect to this First Amendment.

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ARTICLE
V

ACKNOWLEDGEMENT
AND CONFIRMATION OF THE COMPANY

The
Company hereby confirms and agrees, on behalf of itself and the Borrowing
Subsidiaries, that after giving effect to this First Amendment, the Credit
Agreement and the other Loan Documents remain in full force and effect and
enforceable against each Borrower in accordance with their respective terms and
shall not be discharged, diminished, limited or otherwise affected in any
respect, and the amendments contained herein shall not, in any manner, be
construed to constitute payment of, or impair, limit, cancel or extinguish, or
constitute a novation in respect of, the Obligations of any Borrower evidenced
by or arising under the Credit Agreement and the other Loan Documents, which
shall not in any manner be impaired, limited, terminated, waived or released,
but shall continue in full force and effect. The Company represents and
warrants to the Lenders on behalf of itself and the Borrowing Subsidiaries that
it has no knowledge of any claims, counterclaims, offsets, or defenses to or
with respect to its obligations under the Loan Documents, or if any Borrower
has any such claims, counterclaims, offsets, or defenses to the Loan Documents
or any transaction related to the Loan Documents, the same are hereby waived,
relinquished, and released in consideration of the execution of this First
Amendment. This acknowledgement and confirmation by the Company is made and
delivered to induce the Administrative Agent and the Lenders to enter into this
First Amendment, and the Company acknowledges that the Administrative Agent and
the Lenders would not enter into this First Amendment in the absence of the
acknowledgement and confirmation contained herein.

ARTICLE
VI

MISCELLANEOUS

6.01
Governing Law. This First Amendment shall be governed by and construed
and enforced in accordance with the laws of the State of New York.

6.02
Full Force and Effect. Except as expressly amended hereby, the Credit
Agreement shall continue in full force and effect in accordance with the
provisions thereof on the date hereof. As used in the Credit Agreement,
hereinafter, hereto, hereof, and words of similar import shall, unless
the context otherwise requires, mean the Credit Agreement after amendment by
this First Amendment. Any reference to the Credit Agreement or any of the other
Loan Documents herein or in any such documents shall refer to the Credit
Agreement and Loan Documents as amended hereby. This First Amendment is limited
as specified and shall not constitute or be deemed to constitute an amendment,
modification or waiver of any provision of the Credit Agreement except as
expressly set forth herein. This First Amendment shall constitute a Loan
Document under the terms of the Credit Agreement.

6.03
Expenses. The Company agrees on demand (i) to pay all reasonable fees
and expenses of counsel to the Administrative Agent, and (ii) to reimburse the
Administrative Agent for all reasonable out-of-pocket costs and expenses, in
each case, in connection with the preparation, negotiation, execution and
delivery of this First Amendment and the other Loan Documents delivered in
connection herewith.

6.04
Severability. To the extent any provision of this First Amendment is
prohibited by or invalid under the applicable law of any jurisdiction, such
provision shall be ineffective only to the extent of such prohibition or
invalidity and only in any such jurisdiction, without prohibiting or
invalidating such provision in any other jurisdiction or the remaining
provisions of this First Amendment in any jurisdiction.

6.05
Successors and Assigns. This First Amendment shall be binding upon,
inure to the benefit of and be enforceable by the respective successors and
permitted assigns of the parties hereto.

3

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6.06
Construction. The headings of the various sections and subsections of
this First Amendment have been inserted for convenience only and shall not in
any way affect the meaning or construction of any of the provisions hereof.

6.07
Counterparts. This First Amendment may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. Delivery of an executed
counterpart of a signature page of this First Amendment by telecopy or by
electronic mail in a .pdf or similar file shall be effective as delivery of a
manually executed counterpart of this First Amendment. A complete set of
counterparts shall be lodged with the Company and the Administrative Agent.

[THE BALANCE OF THIS PAGE IS INTENTIONALLY
LEFT BLANK]

4

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IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly
executed by their respective authorized officers as of the day and year first
above written.

| |                          |    |        |            
| | ------------------------ | -- | ------ | -----------
| | THE VALSPAR
 CORPORATION
| |                         
| |                          | by |        |            
| |                          |    |        |            
| |                          |    | Name:  | Tyler Treat
| |                          |    | Title: | Treasurer  

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| |                                          |       
| | ---------------------------------------- | ------
| | WELLS FARGO
 BANK, NATIONAL             
| | ASSOCIATION,as
 Administrative Agent, an
| | Issuing
 Bank, and a Lender             
| |                                          |       
| | By:                                      |       
| |                                          | Name: 
| |                                          | Title:

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| |                       | 
| | --------------------- | 
| | BANK OF AMERICA, N.A.
| |                       | 
| | By:                   | 
| |                       | 
| | Name:                 | 
| |                       | 
| | Title:                | 

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| |                                  | 
| | -------------------------------- | 
| | Deutsche Bank AG New York Branch
| |                                  | 
| | By:                              | 
| |                                  | 
| | Name:                            | 
| |                                  | 
| | Title:                           | 
| |                                  | 
| | By:                              | 
| |                                  | 
| | Name:                            | 
| |                                  | 
| | Title:                           | 

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| |                                    | 
| | ---------------------------------- | 
| | THE BANK OF
 TOKYO-MITSUBISHI UFJ,
| | LTD., as a
 Lender                
| |                                    | 
| | By:                                | 
| |                                    | 
| | Name:                              | 
| |                                    | 
| | Title:                             | 

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| |                                 | 
| | ------------------------------- | 
| | PNC Bank,
 National Association
| |                                 | 
| | By:                             | 
| |                                 | 
| | Name:                           | 
| |                                 | 
| | Title:                          | 

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| |                                 | 
| | ------------------------------- | 
| | Commonwealth
 Bank of Australia
| |                                 | 
| | By:                             | 
| |                                 | 
| | Name:                           | 
| |                                 | 
| | Title:                          | 

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| |                | 
| | -------------- | 
| | Comerica
 Bank
| |                | 
| | By:            | 
| |                | 
| | Name:          | 
| |                | 
| | Title:         | 

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