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Exhibit 10.3A
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                                AMENDMENT 1999-3

                                  FURON COMPANY

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



         WHEREAS, Furon Company ("Company") maintains the Furon Company
Supplemental Executive Retirement Plan ("Plan"); and

         WHEREAS, the Company has the right to amend the Plan;

         NOW, THEREFORE, this Amendment 1999-3 is hereby adopted, effective June
1, 1999.

         The following is hereby added to the end of Appendix A:

                  "Notwithstanding any other provision of the Plan or this
         Appendix A, Dominick A. Arena shall cease to be a Participant in this
         Plan as of June 1, 1999. Mr. Arena shall not be entitled to any
         benefits under the Plan, including but not limited to benefits which
         may have otherwise accrued or become vested as a result of an Event
         under the Plan. Mr. Arena's removal as a Participant shall be effective
         regardless of any current or future relationship he may have with the
         Company, including but not limited to a relationship of employee,
         consultant, joint venturer, partner or independent contractor."

         IN WITNESS WHEREOF, this Amendment 1999-3 is hereby adopted this 1st
day of June, 1999.

                                             FURON COMPANY

                                             By
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                                             Its
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