FIRST AMENDMENT TO DEXTER COATINGS BUSINESS PURCHASE AND SALE AGREEMENT

   1
                                  Exhibit 10A

                               FIRST AMENDMENT TO
                            DEXTER COATINGS BUSINESS
                           PURCHASE AND SALE AGREEMENT

      This First Amendment dated the 26th day of February, 1999, by and between
Dexter Corporation, a Connecticut corporation ("Dexter") and The Valspar
Corporation, a Delaware corporation ("Buyer")

                                   WITNESSETH:

      WHEREAS, Dexter and Buyer are parties to that certain agreement dated
August 21, 1998 and entitled "Dexter Coatings Business Purchase and Sale
Agreement" (the "Purchase Agreement").

      WHEREAS, in order to enable the transactions contemplated by the Purchase
Agreement to be consummated on a mutually satisfactory basis, the parties have
agreed to certain additional terms as hereinafter provided.

      WHEREAS, all terms used herein in capitalized form which are defined in
the Purchase Agreement shall have the same meanings as in the Purchase
Agreement.

      NOW, THEREFORE, in consideration of the premises, the mutual covenants
hereinafter contained and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, Dexter and Buyer hereby agree as
follows:

                                    ARTICLE 1
                        AMENDMENTS TO PURCHASE AGREEMENT

      1.01 Reduction of Total Purchase Price. Section 2.02 of the Purchase
Agreement is amended by replacing the figure "US $212,000,000" in subsection (a)
thereof with the figure "US $206,000,000".

      1.02 Local Purchase Price Adjustments. Exhibit D of the Purchase Agreement
is amended as follows:

            (a) the figure "$3,000,000" opposite Brazil is replaced with the
figure "$2,000,000";

            (b) the figure "$10,000,000" opposite "Austria (Canstoll)" is
replaced with the figure "$4,000,000"; and

            (c) the figure "$89,500,000" opposite "US (incl. CNC)" is replaced
with the figure "$90,500,000".
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                                    ARTICLE 2
                       RELATIONSHIP TO PURCHASE AGREEMENT

      2.01 Integration. This First Amendment shall constitute an integral part
of the Purchase Agreement.

      2.02 General Provisions. The provisions of Article 19 of the Purchase
Agreement will apply to this First Amendment as if restated in their entirety
herein.

      IN WITNESS WHEREOF, the parties have executed this instrument on the date
first above written.

DEXTER CORPORATION                      THE VALSPAR CORPORATION


BY:     /S/ XXXXX X. XXXXX              BY:    /S/ XXX XXXXXXXX
        ----------------------------           ----------------------------
NAME:   XXXXX X. XXXXX                  NAME:  XXX XXXXXXXX           
        ----------------------------           ----------------------------
TITLE:  VICE PRESIDENT, SECRETARY, &    TITLE: ATTORNEY-IN-FACT
        ----------------------------           ----------------------------
        GENERAL COUNSEL
        ----------------------------


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