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                                                                   EXHIBIT 10.3A

                                AMENDMENT 1997-1

                                     TO THE

                                 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 1997-1 is hereby adopted, as follows,
effective immediately:

          1.        The definition of "Earnings" in Section 1.6 of the Plan is
amended to read in its entirety as follows:

                    "1.6 'Earnings' means W-2 compensation, including annual
          incentive pay and amounts deferred by the Participant under the Basic
          Plan but excluding (a) non-recurring payments such as moving expenses
          and (b) long-term incentive plan payments (such as any payout made
          from the EVA Bank under the Company's Economic Value Added Incentive
          Compensation Plan), and (c) income resulting from the exercise of
          stock options. Earnings shall include compensation deferred by the
          Participant in the year the compensation would have been paid but for
          the election to defer the compensation. Earnings shall not include
          compensation which was previously deferred when such previously
          deferred compensation is actually paid."

          2. The definition of "Event" as set forth in Section 1.7, is amended
to





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read in its entirety as follows:

          "1.7      'Event' shall mean any of the following:

          (a) The dissolution or liquidation of the Company;

          (b) The merger, consolidation, or other reorganization of the Company
with or into one or more entities which are not 'Subsidiaries' (as defined
below), as a result of which 50% or less of the outstanding voting securities of
the surviving or resulting entity are, or are to be, owned by former
shareholders of the Company;

          (c) The sale or transfer of substantially all of the Company's
business and/or assets to a person or entity which is not a Subsidiary; or

          (d) A Change in Control. A 'Change in Control' shall be deemed to have
occurred if:

                    (i) any 'person', alone or together with all 'affiliates'
          and 'associates' of such person is or becomes (A) an 'Acquiring
          Person' as defined in the Rights Agreement, originally dated as of
          March 21, 1989, by and between the Company and The Bank of New York,
          successor Rights Agent, or (B) the 'beneficial owner' of 20% or more
          of the outstanding voting securities of the Company (the terms
          'person', 'affiliates', 'associates' and 'beneficial owner' are used
          as such terms are used in the Securities Exchange Act of 1934 and the
          General Rules and Regulations thereunder); provided, however, that a
          'Change in Control' shall not be deemed to have occurred if such
          'person' is the Company, any Subsidiary or any employee benefit plan
          or employee stock plan of the Company or of any Subsidiary, or any





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          trust or other entity organized, established or holding shares of such
          voting securities by, for or pursuant to, the terms of any such plan;
          or

                    (ii) individuals who at the beginning of any period of two
          consecutive calendar years constitute the Board of Directors of the
          Company (the "Board) cease for any reason, during such period, to
          constitute at least a majority thereof, unless the election, or the
          nomination for election by the Company's shareholders, of each new
          Board member was approved by a vote of at least three-quarters of the
          Board members then still in office who were Board members at the
          beginning of such period.

          'Subsidiary' shall mean any corporation or other entity of which more
          than 50% of the outstanding voting stock or voting power is
          beneficially owned directly or indirectly by the Company. If the
          approval of the shareholders of the Company for any of the occurrences
          set forth in subsections (a) through (d) is obtained prior to such
          occurrence, then such shareholder approval shall constitute the
          Event."

          3. Section 2.2 is amended to read in its entirety as follows:

          "2.2 Except as otherwise specified in this Section 2.2, if a
          Participant who is receiving, or may be entitled to receive, a benefit
          hereunder engages in activities causing substantial competitive injury
          to the Company (without prior authorization given by the Committee in
          writing) or is discharged for cause, or performs acts of willful
          malfeasance or gross negligence in a matter of material importance to
          the Company, payments





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          thereafter payable hereunder to such Participant or such Participant's
          Surviving Spouse will be forfeited and the Company will have no
          further obligation hereunder to such Participant or spouse.
          Notwithstanding the foregoing, if an Event occurs, then no forfeiture
          shall occur under this Section 2.2, unless, prior to the Event, the
          Participant was provided a written notice from the Company containing
          the following information:

                    (a) Such written notice must explicitly state that the
          Participant's benefit under this Plan has been forfeited pursuant to
          this Section 2.2; and

                    (b) Such written notice must set forth in reasonable detail
          the specific facts leading to the conclusion that a forfeiture under
          this Section 2.2 should occur.

          If the Event occurs prior to date the Participant is provided the
          notice described above, then the forfeiture shall not occur,
          regardless of whether the facts which would otherwise have led to a
          forfeiture occurred before, on or after the date of the Event."

          4. The last sentence of Section 3.3 is amended to read in its entirety
as follows:

          "Benefits may be payable in any other form requested by a Participant
          and approved by the Committee for the particular Participant involved.
          The Committee shall only approve another form of benefit if the
          Committee determines that it would be in the best interests of the
          Company to approve the other form of benefit. Any approval of a form
          of





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          benefit by the Committee shall apply only to the particular
          Participant involved, and shall not create any right or entitlement of
          any other Participant to receive a benefit in the same or a similar
          form."

          5. The third sentence of Section 7.1 is deleted and replaced with the
following:

                    "In the case of any other Participant, the cash lump-sum
          benefit will equal the benefit the Participant would be entitled to
          using (both for purposes of Sections 1.16 and 3.1) years of Service
          determined as follows:

                    a. If the Participant had fewer than five actual years of
          Service as of the date of the Event, the Participant will be deemed to
          have a total of ten years of Service;

                    b. If the Participant had five or more actual years of
          Service, but fewer than ten actual years of Service as of the date of
          the Event, the Participant will be deemed to have the number of years
          of Service equal to the Participant's actual years of Service plus
          five years of Service; and

                    c. If the Participant had ten or more actual years of
          Service as of the date of the Event, the Participant will be deemed to
          have a total of fifteen years of Service."

          6. Section 8.1 is amended to read in its entirety as follows:

                    "The Board of Directors may, at its sole discretion,
          terminate, suspend or amend this Plan at any time or from time to
          time, in whole or in part, except as specified in this Section 8.1.
          Neither the termination of





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          the Plan, nor its amendment, nor its suspension, may affect a
          Participant's right or the right of a Surviving Spouse to receive any
          benefit which had been earned through the date of such amendment,
          termination or suspension, based upon Service through such date,
          whether or not such benefit is then currently payable. Accordingly, if
          the Plan is terminated, suspended, or amended, each Participant (and
          the Surviving Spouse of each Participant) shall be entitled to
          receive, at a minimum, a benefit calculated under the terms of the
          Plan prior to such termination, suspension or amendment, according to
          the Participant's Service as of the date of the termination,
          suspension or amendment."



          7. The following Appendix A is hereby added to the Plan:


                                  "APPENDIX A"

                               SPECIAL PROVISIONS



                    Notwithstanding Section 1.16, the Vesting Percentage of
          Dominick A. Arena shall be determined according to the following
          table:

<TABLE>
<CAPTION>
                          Completed 
                          ----------
                          Years of Service                  Vesting Percentage
                          ----------------                  ------------------
                          <S>                                       <C>
                           6 years                                  50%

                           7 years                                  60%

                           8 years                                  70%

                           9 years                                  80%

                          10 years                                  90%

                          11 years (age 65)                        100%
</TABLE>





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                    Should Mr. Arena reach his sixty-fifth birthday while
          employed by the Company, his annual retirement income under Section
          3.1 shall be calculated as if he had completed fifteen years of
          Service.


                    Should an Event occur while Mr. Arena is employed by the
          Company, then Mr. Arena's Vesting Percentage shall be the greater of
          (a) 50%, or (b) the percentage determined according to the table above
          by adding five years of Service to his actual years of Service."



          IN WITNESS WHEREOF, this Amendment 1997-1 is hereby adopted this _____
day of __________________, 1997.





                                                  FURON COMPANY


                                                  By:  _________________________


                                                  Its: _________________________