Exhibit 10(n)

                                 US$150,000,000


                  AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT


                                   dated as of


                                November 15, 2001


                                      among


                             THE VALSPAR CORPORATION


                           The Borrowing Subsidiaries
                                  Party Hereto


                            The Lenders Party Hereto


                                       and


                              JPMORGAN CHASE BANK,
                             as Administrative Agent


                             BANK OF AMERICA, N.A.,
                                 BANK ONE, N.A.,
                              WACHOVIA BANK, N.A.,
              as Co-Syndication Agents and Co-Documentation Agents


                           ---------------------------


                           J.P. MORGAN SECURITIES INC.
                         as Lead Arranger and Bookrunner

<PAGE>


                                    AMENDMENT AND RESTATEMENT AGREEMENT dated as
                           of November 15, 2001 (this "Amendment and
                           Restatement"), in respect of the 364-DAY CREDIT
                           AGREEMENT dated as of November 17, 2000 (the "Credit
                           Agreement"), among THE VALSPAR CORPORATION, a
                           Delaware corporation (the "Company"); the BORROWING
                           SUBSIDIARIES from time to time party hereto (the
                           Company and the Borrowing Subsidiaries being
                           collectively called the "Borrowers"); the LENDERS
                           from time to time party hereto; JPMORGAN CHASE BANK,
                           as Administrative Agent; and BANK OF AMERICA, N.A.,
                           BANK ONE, N.A. and WACHOVIA BANK, N.A., as
                           Co-Syndication Agents and Co-Documentation Agents.

                  The Company and each other Borrower has requested that the
Credit Agreement be amended and restated as set forth in Section 1 below and the
parties hereto are willing so to amend the Credit Agreement. Each capitalized
term used but not defined herein has the meaning assigned thereto in the Credit
Agreement.

                  In consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto hereby agree, on
the terms and subject to the conditions set forth herein, as follows:

                  SECTION 1. Amendment and Restatement. Upon the effectiveness
of this Amendment and Restatement as provided in Section 3 below, the Credit
Agreement shall be amended and restated in the form resulting from the following
revisions:

                  (a) The preamble to the Credit Agreement is hereby amended by
         deleting the preamble in its entirety and substituting therefore the
         following paragraph:

                           "The Company has requested the Lenders to amend and
                           restate the Existing Credit Agreement (such term and
                           each other capitalized term used and not otherwise
                           defined herein having the meaning assigned to it in
                           Article I) under which the Borrowers may obtain
                           revolving loans in an aggregate principal amount at
                           any time outstanding not greater than $150,000,000.
                           All Borrowings under this Agreement will be
                           denominated in U.S. Dollars."

                  (b) Section 1.01 of the Credit Agreement is hereby amended as
         follows:

                           (i) Consolidated EBITDA. The definition of the term
                  "Consolidated EBITDA" is hereby amended by deleting clause
                  (vi) in its entirety and substituting therefor "(vi) charges,
                  to the extent such charges do not exceed $40,000,000 in the
                  aggregate, associated with addbacks related to the
                  restructuring program and other initiatives to eliminate
                  redundant facilities from the Lilly Acquisition and to
                  accelerate performance improvement".

                           (ii) Existing Credit Agreement. The definition of the
                  term "Existing Credit Agreement" is hereby amended by deleting
                  in its entirety and substituting therefor the following
                  definition:

<PAGE>


                  "Existing Credit Agreement" means the 364-Day Credit Agreement
                  dated as of November 17, 2000, among the Company, the
                  borrowing subsidiaries party thereto, the lenders party
                  thereto and Chase, as administrative agent."

                           (iii) Five-Year Credit Agreement. The definition of
                  the term "Five-Year Credit Agreement" is hereby amended by
                  deleting the words "as of the date hereof" and substituting
                  therefor "dated as of November 15, 2000, as amended,
                  supplemented or otherwise modified from time to time".

                           (iv) Information Memorandum. The definition of the
                  term "Information Memorandum" is hereby amended by deleting
                  the date "August 2000" and substituting therefor "October
                  2001".

                           (v) Maturity Date. The definition of the term
                  "Maturity Date" is hereby amended by deleting the words
                  "second anniversary" and substituting therefor "first
                  anniversary".

                           (vi) Termination Date. The definition of the term
                  "Termination Date" is hereby amended by deleting the date
                  "November 16, 2001" and substituting therefor "November 14,
                  2002".

                           (vii) US Tranche Commitment. The definition of the
                  term "US Tranche Commitment" is hereby amended by deleting the
                  amount "US$500,000,000" and substituting therefor
                  "US$150,000,000".

                           (viii) Transactions. The definition of the term
                  "Transactions" is hereby amended by deleting the words "and
                  the completion of the Lilly Acquisition" and inserting the
                  word "and" before the words "the use of the proceeds thereof".

                  (c) Fees. Paragraph (d) of Section 2.10 of the Credit
         Agreement is hereby amended by deleting the paragraph in its entirety
         and substituting therefor:

                           "(d) [Intentionally deleted];".

                  (d) Financial Information; No Material Adverse Change. (i)
         Paragraph (a) of Section 3.04 of the Credit Agreement is hereby amended
         by deleting the date "October 29, 1999" and substituting therefor
         "October 27, 2000", and deleting the dates "January 28, 2000, April 28,
         2000 and July 28, 2000" and substituting therefor "January 26, 2001,
         April 27, 2001 and July 27, 2001".

                           (ii) Paragraph (b) of Section 3.04 of the Credit
                  Agreement is hereby amended by deleting the date "October 29,
                  1999" and substituting therefor "October 27, 2000".

                  (e) Conditions. Section 4.01 of the Credit Agreement is hereby
         amended by deleting the entire Section and substituting therefor
         Section 3 of this Amendment and Restatement.

                  (f) Ratio of Consolidated Debt to Consolidated EBITDA. Section
         5.03 of the Credit Agreement is hereby amended by deleting the table
         appearing therein in its entirety and substituting therefor the
         following table:

<PAGE>


                               Period                             Ratio
                               ------                             -----

                   Effective Date through December            4.75 to 1.00
                   20, 2001

                   December 21, 2001 through                  4.00 to 1.00
                   December 20, 2002

                   December 21, 2002 through                  3.50 to 1.00
                   December 20, 2003

                   December 21, 2003 through                  3.25 to 1.00
                   December 20, 2004

                   December 21, 2004 and thereafter           3.00 to 1.00

                  (g) Effective Date. From and after the Effective Date (as
         defined below), all references in the Credit Agreement to "the date
         hereof", "the date of this Agreement" or other words or phrases of
         similar import, shall be deemed references to the date of this
         Amendment and Restatement.

                  (h) Schedules. Schedules 1.01, 2.01, 3.08 and 3.14 to the
         Credit Agreement are hereby deleted and new Schedules 1.01, 2.01, 3.08
         and 3.14 hereto are inserted in their place.

                  SECTION 2. Representations and Warranties. The Company and
each other Borrower represents and warrants as of the Effective Date to the
Lenders that:

                  (a) Before and after giving effect to this Amendment and
         Restatement, the representations and warranties set forth in the Credit
         Agreement are true and correct in all material respects with the same
         effect as if made on the Effective Date, except to the extent such
         representations and warranties expressly relate to an earlier date.

                  (b) Immediately before and after giving effect to this
         Amendment and Restatement, no Default has occurred and is continuing.

                  SECTION 3. Conditions to Effectiveness. This Amendment and
Restatement and the obligations of the Lenders to make Loans under the Credit
Agreement as amended and restated hereby shall become effective on the date (the
"Effective Date") on which each of the following conditions is satisfied (or
waived in accordance with Section 9.02 of the Credit Agreement):

                  (a) The Administrative Agent (or its counsel) shall have
         received from each party hereto either (i) a counterpart of this
         Amendment and Restatement signed on behalf of such party or (ii)
         written evidence satisfactory to the Administrative Agent (which may
         include telecopy transmission of a signed signature page of this
         Amendment and Restatement) that such party has signed a counterpart of
         this Amendment and Restatement.

                  (b) The Administrative Agent shall have received a favorable
         written opinion (addressed to the Administrative Agent and the Lenders
         and dated the Effective Date) of Lindquist & Vennum, PLLP, special
         counsel to the Company, dated the Effective Date and substantially in
         the form of Exhibit C to the Credit Agreement, and covering such other
         matters relating to the

<PAGE>


         Company, this Amendment and Restatement, the Credit Agreement or the
         Transactions as the Required Lenders shall reasonably request. The
         Company hereby requests such counsel to deliver such opinion.

                  (c) The Administrative Agent shall have received such
         documents and certificates as the Administrative Agent or its counsel
         may reasonably request relating to the organization, existence and good
         standing of the Borrowers, the authorization of the Transactions and
         any other legal matters relating to the Borrowers, this Amendment and
         Restatement, the Credit Agreement or the Transactions, all in form and
         substance satisfactory to the Administrative Agent and its counsel.

                  (d) The Administrative Agent shall have received a
         certificate, dated the Effective Date and signed by the President, a
         Vice President or a Financial Officer of the Company, confirming
         compliance with the conditions set forth in paragraphs (a) and (b) of
         Section 4.02 of the Credit Agreement.

                  (e) All loans outstanding under the Existing Credit Agreement
         shall have been repaid, together with all interest, fees and other
         amounts accrued thereunder.

                  (f) The Administrative Agent shall have received all fees and
         other amounts due and payable on or prior to the Effective Date,
         including, to the extent invoiced, reimbursement or payment of all
         out-of-pocket expenses (including the agreed upon fees and charges,
         plus disbursements, of counsel) required to be reimbursed or paid by
         the Company or any Subsidiary in connection with this Amendment and
         Restatement or any Loan Document.

The Administrative Agent shall notify the Company and the Lenders of the
Effective Date, and such notice shall be conclusive and binding.

                  SECTION 4. Agreement. Except as specifically stated herein,
the provisions of the Credit Agreement are and shall remain in full force and
effect. As used therein, the terms "Credit Agreement", "herein", "hereunder",
"hereinafter", "hereto", "hereof" and words of similar import shall, unless the
context otherwise requires, refer to the Credit Agreement as amended hereby.

                  SECTION 5. Consents. Each of the Company and the Borrowing
Subsidiaries hereby acknowledges receipt of and consents to the terms of this
Amendment and Restatement and confirms that their respective Guarantees pursuant
to Article VIII of the Credit Agreement and the Guarantee Agreement remain in
full force and effect notwithstanding the execution and delivery of this
Amendment and Restatement.

                  SECTION 6. APPLICABLE LAW. THIS AMENDMENT AND RESTATEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.

                  SECTION 7. Counterparts. This Amendment and Restatement may be
executed in two or more counterparts, each of which shall constitute an original
but all of which when taken together shall constitute but one contract. Delivery
of an executed counterpart of a signature page of this Amendment and Restatement
by telecopy shall be effective as delivery of a manually executed counterpart of
this Amendment and Restatement.

<PAGE>


                  SECTION 8. Expenses. The Borrowers agree to reimburse the
Administrative Agent for all out-of-pocket expenses incurred by it in connection
with this Amendment and Restatement, including the agreed upon fees and charges
plus disbursements of Cravath, Swaine & Moore, counsel for the Administrative
Agent.

                  SECTION 9. Headings. The headings of this Amendment and
Restatement are for purposes of reference only and shall not limit or otherwise
affect the meaning hereof.

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

                                        THE VALSPAR CORPORATION

                                        by
                                        ----------------------------------------
                                        Name:
                                        Title:

                                        ENGINEERED POLYMER SOLUTIONS,
                                        INC.,

                                        by
                                        ----------------------------------------
                                        Name:
                                        Title:

Consent. Each of the undersigned Subsidiary Guarantors hereby acknowledges
receipt of, and consents to the terms of, the foregoing Amendment and confirms
that their respective Guaranties pursuant to the Guarantee Agreement remain in
full force and effect notwithstanding the execution and delivery of this
Amendment by the parties thereto.

                                        VALSPAR FINANCE CORPORATION

                                        by
                                        ----------------------------------------
                                        Name:
                                        Title:

                                        VALSPAR COATINGS FINANCE
                                        CORPORATION,

                                        by
                                        ----------------------------------------
                                        Name:
                                        Title:



<PAGE>


                                        VALSPAR CREDIT CORPORATION

                                        by
                                        ----------------------------------------
                                        Name:
                                        Title:

                                        VALSPAR FINANCE CORPORATION

                                        by
                                        ----------------------------------------
                                        Name:
                                        Title:

                                        JPMORGAN CHASE BANK, individually and
                                        as Administrative Agent and Swingline
                                        Lender

                                        by
                                        ----------------------------------------
                                        Name:
                                        Title:

                                        BANK OF AMERICA, N.A., individually and
                                        as Co-Documentation Agent and Co-
                                        Syndication Agent,

                                        by
                                        ----------------------------------------
                                        Name:
                                        Title:

                                        BANK ONE, N.A., (Main Office Chicago
                                        individually and as Co-Documentation
                                        Agent and Co-Syndication Agent,

                                        by
                                        ----------------------------------------
                                        Name:
                                        Title:

                                        WACHOVIA SECURITIES, INC., individually
                                        and as Co-Documentation Agent and Co-
                                        Syndication Agent,

                                        by
                                        ----------------------------------------
                                        Name:
                                        Title: