Exhibit 10(o)

                           FIRST AMENDMENT dated as of November 15, 2001 (this
                  "Amendment"), among THE VALSPAR CORPORATION, a Delaware
                  corporation (the "Company"); the BORROWING SUBSIDIARIES from
                  time to time party thereto; the LENDERS party hereto; and THE
                  CHASE MANHATTAN BANK, as Administrative Agent (the
                  "Administrative Agent").

         A. Reference is made to the Five-Year Credit Agreement dated as of
November 17, 2000 (as further amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among the Company; the Lenders from time
to time party thereto; Chase Manhattan International Limited, as London agent;
Chase Securities Australia Limited (ABN 52 002 88011), as Australian agent; and
Bank of America, N.A., Citicorp USA, Inc. and Wachovia Bank, N.A.; as
co-syndication agents and co-documentation agents; and the Administrative Agent.
Capitalized terms used but not otherwise defined herein have the meanings
assigned to them in the Credit Agreement.

         B. The Company has requested that the Lenders amend certain provisions
of the Credit Agreement. The Lenders are willing to agree to such amendments on
the terms and subject to the conditions of this Amendment.

         Accordingly, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the parties hereto hereby agree as follows:

         SECTION 1. Amendment to Article 1 of the Credit Agreement. Article I of
the Credit Agreement is hereby amended by deleting clause (vi) in its entirety
in the definition of "Consolidated EBITDA" 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".

         SECTION 2. Amendment to Section 5.03. The table appearing in Section
5.03 of the Credit Agreement is hereby deleted and replaced with the following
table:

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

Through first anniversary of Effective Date                4.75:1.00
(i.e. through December 20, 2001)

Day after first anniversary of Effective Date              4.00:1.00
through second anniversary of Effective Date
(i.e. December 21, 2001 through December 20,
2002)

Day after second anniversary of Effective Date             3.50:1.00
through third anniversary of Effective Date
(i.e. December 21, 2002 through December 20,
2003)

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

Day after third anniversary of Effective Date              3.25:1.00
through fourth anniversary of Effective Date
(i.e. December 21, 2003 through December 20,
2004)

Day after fourth anniversary of the Effective Date         3.00:1.00
and thereafter (i.e. December 21, 2004 and
thereafter)

         SECTION 3. Representations, Warranties and Agreements. Each of the
Company and the Borrowing Subsidiaries hereby represents and warrants to and
agrees with each Lender and the Administrative Agent that:

              (a) its representations and warranties set forth in Article III of
     the Credit Agreement are true and correct in all material respects with the
     same effect as if made on the Amendment Effective Date, except to the
     extent such representations and warranties expressly relate to an earlier
     date;

              (b) it has the requisite power and authority to execute, deliver
     and perform its obligations under this Amendment and to perform its
     obligations under the Credit Agreement as amended by this Amendment;

              (c) the execution, delivery and performance by it of this
     Amendment and the performance by it of the Credit Agreement, as amended by
     this Amendment, (i) have been duly authorized by all requisite action and
     (ii) will not (A) violate (x) any provision of law, statute, rule or
     regulation, or of its certificate or articles of incorporation or other
     constitutive documents or by-laws, (y) any order of any Governmental
     Authority or (z) any provision of any indenture, agreement or other
     instrument to which it is a party or by which any of its property is or may
     be bound, (B) be in conflict with, result in a breach of or constitute
     (alone or with notice or lapse of time or both) a default under any such
     indenture, agreement for borrowed money or other agreement or instrument or
     (C) result in the creation or imposition of any Lien upon or with respect
     to any property or assets now owned or hereafter acquired by it;

              (d) this Amendment has been duly executed and delivered by it, and
     each of this Amendment and the Credit Agreement, as amended by this
     Amendment, constitutes a legal, valid and binding obligation, enforceable
     against it in accordance with its terms, except as enforceability may be
     limited by (i) any applicable bankruptcy, insolvency, reorganization,
     moratorium or similar laws affecting the enforcement of creditors' rights
     generally and (ii) general principles of equity; and

              (e) as of the date of effectiveness of this Amendment under
     Section 4, no Event of Default or Default has occurred and is continuing.

         SECTION 4. Conditions to Effectiveness. This Amendment shall become
effective on the date of the satisfaction in full of the following conditions
precedent:

              (a) the Administrative Agent shall have received duly executed
     counterparts hereof which, when taken together, bear the authorized
     signatures of the Company, each of the Borrowing Subsidiaries, the
     Administrative Agent and the Required Lenders;

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              (b) all legal matters incident to this Amendment shall be
     satisfactory to the Required Lenders, the Administrative Agent and Cravath,
     Swaine & Moore, counsel for the Administrative Agent; and

              (c) the Administrative Agent shall have received such other
     documents, instruments and certificates as it or its counsel shall
     reasonably request.

         SECTION 5. Amendment Fee. In consideration of the consent provided by
the consenting Lenders, the Company agrees to pay, upon the effectiveness of the
Amendment, to the Administrative Agent, for the account of each Lender that
delivers an executed counterpart of this Amendment prior to 5:00 p.m., New York
City time, on November 5, 2001, an amendment fee equal to 0.05% of the sum of
the outstanding Revolving Exposure and unused Commitment of such Lender.

         SECTION 6. Credit Agreement. Except as specifically stated herein, the
Credit Agreement shall continue in full force and effect in accordance with the
provisions thereof. As used therein, the terms "Agreement", "herein",
"hereunder", "hereto", "hereof" and words of similar import shall, unless the
context otherwise requires, refer to the Credit Agreement as modified hereby.

         SECTION 7. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         SECTION 8. Counterparts. This Amendment may be executed in any number
of counterparts, each of which shall be an original but all of which, when taken
together, shall constitute but one instrument. Delivery of an executed
counterpart of a signature page of this Amendment by telecopy shall be effective
as delivery of a manually executed counterpart of this Amendment.

         SECTION 9. Expenses. The Company agrees to reimburse the Administrative
Agent for its out-of-pocket expenses in connection with this Amendment,
including the reasonable fees, charges and disbursements of Cravath, Swaine &
Moore, counsel for the Administrative Agent.


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


THE VALSPAR CORPORATION,

by
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Name:
Title:

ENGINEERED POLYMER SOLUTIONS, INC.,

by
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Name:
Title:

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THE VALSPAR (UK) HOLDING CORPORATION LTD.,

by
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Name:
Title:

THE VALSPAR (SWITZERLAND) HOLDING CORPORATION A.G.,

by
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Name:
Title:

DYFLEX B.V.,

by
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Name:
Title:

FORTON B.V.,

by
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Name:
Title:

EXECUTED by THE VALSPAR               )
(AUSTRALIA) HOLDINGS PTY              )
LIMITED in accordance with section    )         --------------------------------
127(1) of the Corporations Law by     )         Signature of director
authority of its directors in the     )
presence of:                          )         --------------------------------
                                      )         Name of director (block letters)
                                      )
                                      )
Signature of witness                  )         --------------------------------
                                      )         Signature of director
                                      )
Name of witness (block letters        )         --------------------------------
                                                Name of director (block letters)

THE CHASE MANHATTAN BANK,
individually and as Administrative Agent,

by
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Name:
Title: