UNIVERSAL FOODS CORP
AMNT #2 TO MGMT INCOME DEFERRAL PLAN
<DOCUMENT>
<TYPE>EX-10.1(I)(1)
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>AMNT #2 TO MGMT INCOME DEFERRAL PLAN
<TEXT>

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                                                              EXHIBIT 10.1(i)(1)

                             AMENDMENT NO. 2 TO THE
                           UNIVERSAL FOODS CORPORATION
                         MANAGEMENT INCOME DEFERRAL PLAN

      WHEREAS, Universal Foods Corporation (the "Company") sponsors the
Universal Foods Corporation Management Income Deferral Plan (the "Plan") for
selected management employees; and

      WHEREAS, the Company desires to amend the Plan to provide for: (a)
automatic lump sum distributions of participants' account balances following a
change of control of the Company; (b) under certain circumstances, an elective
lump sum distribution option at a participant's retirement; and (c) under
certain circumstances, an elective participant in-service lump sum distribution
option; and

      WHEREAS, the Company desires to amend the Plan to: (a) designate the
Company's Benefits Investment Committee as the Plan's administrator and to vest
such committee with the authority to construe and interpret the Plan; and (b) to
vest the Company's Benefits Administrative Committee with the authority to
determine claims.

      NOW THEREFORE, the Plan is hereby amended as follows effective as of June
15, 2000.

      1.    The last sentence of Section I. of the Plan is hereby deleted in its
            entirety.

      2.    Subsection A. of Section IV. of the Plan entitled "At Retirement" is
            hereby amended by inserting the following new paragraph as the first
            paragraph of such subsection:

            "A participant may elect to receive a lump sum distribution of his
            or her accumulated account balance payable at retirement but only if
            the Executive either makes such election at least one full calendar
            year prior to his or her retirement, or in lieu of such advance
            election, elects that his or her accumulated account balance be
            reduced by six percent (6%) at retirement.

                                      Or"

      3.    Section IV. of the Plan is further amended by the addition of a new
            subsection D., entitled "In-Service Election", to read as follows:

            "D.   In-Service Election

                  A participant, prior to his or her termination of employment,
                  may elect to receive a lump sum distribution of his or her
                  accumulated account balance payable either: (i) as soon as
                  administratively feasible on or after the January 1 following
                  one full calendar year from the date of such election;
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                  or (ii) as soon as administratively feasible following such
                  election, but in such event, the participant's accumulated
                  account balance will be reduced by six percent (6%) at the
                  time of payment. If a participant makes an in-service
                  distribution election, his or her deferrals under the plan
                  shall be suspended for the remainder of the calendar year in
                  which such election is made and for the next two succeeding
                  full calendar years."

      4.    Subsection A. of Section X. of the Plan is hereby amended in its
            entirety to read as follows:

            "A. (i)    Notwithstanding any other provision of this plan, in the
                       event of the change of control of the Company, each
                       participant (or, if the participant is deceased, the
                       participant's spouse or other designated beneficiary)
                       shall receive a lump sum distribution of his or her
                       accumulated account balance (or a lump sum distribution
                       or his or her remaining payments if already in pay status
                       as soon as administratively feasible after the date of
                       such chance of control.

                (ii)  Subject to Section V., each participant employed with the
                       Company as of the date of the change of control shall
                       continue to be eligible to participate in this plan until
                       his or her termination of employment or retirement, and
                       upon such Executive's termination or retirement any
                       deferrals (and interest credited on such deferrals) under
                       this plan subsequent to the lump sum distribution under
                       paragraph (i) above shall be payable as provided in
                       Section IV., as applicable."

      5.    Section XIII. of the Plan is hereby amended by the addition of new
            subsections E. and F. at the end thereof to read as follows:

            "E.   The Company's Benefits Investment Committee, members of which
                  are appointed by the Chief Executive Officer of the Company,
                  shall be responsible for the general operation and
                  administration of this plan and shall have the full authority
                  to interpret and construe this plan. The Company's Benefits
                  Investment Committee's interpretation and construction of this
                  plan, and actions thereunder, shall be binding and conclusive
                  on all persons and for all purposes.

            F.    The Company's Benefits Administrative Committee, members of
                  which are appointed by the Chief Executive Officer of the
                  Company, shall have the full authority to determine and review
                  claims for benefits under this plan. The Company's Benefits
                  Administrative Committee's determination of benefit claims
                  under this plan, and actions thereunder, shall be binding and
                  conclusive on all persons and for all purposes."


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      IN WITNESS WHEREOF, this Amendment has been duly executed this 15th day of
June, 2000.

                                        UNIVERSAL FOODS CORPORATION


                                        By: /s/: Richard Carney
                                           -------------------------------------

Attest:


/s/ John L. Hammond
-------------------


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