UNIVERSAL FOODS CORP
AMNT #2 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN A
<DOCUMENT>
<TYPE>EX-10.1(S)(1)
<SEQUENCE>21
<FILENAME>0021.txt
<DESCRIPTION>AMNT #2 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN A
<TEXT>

<PAGE>

                                                              EXHIBIT 10.1(s)(1)

                             AMENDMENT NO. 2 TO THE
                          UNIVERSAL FOODS CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

      WHEREAS, Universal Foods Corporation (the "Company") sponsors the
Universal Foods Corporation Supplemental Executive Retirement Plan (the "Plan")
for certain key employees; and

      WHEREAS, the Company desires to amend the Plan to provide for automatic
lump sum distributions of participants' benefits following a change of control
of the Company and to provide for a lump sum distribution option upon a
participant's retirement under certain circumstances; 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.    Section 2 of the Plan is hereby amended by the addition of new subsections
      H. and I. at the end thereof to read as follows:

            "H.   'Benefits Administrative Committee' means the Benefits
                  Administrative Committee of the Company, members of which are
                  appointed by the Chief Executive Officer or the Company."

            I.    'Benefits Investment Committee' means the Benefits Investment
                  Committee of the Company, members of which are appointed by
                  the Chief Executive Officer of the Company."

2.    Section 5 of the Plan is hereby amended by inserting the following new
      paragraph as the first paragraph of the subsection entitled "Retirement
      Benefit":

      "The Executive may elect a retirement income benefit payable in the form
      of a lump sum distribution but only if the Executive makes such election
      at least one full calendar year prior to his or her Early Retirement Date
      or Normal Retirement Date, as applicable, or in lieu of such advance
      election, elects that his or her retirement income benefit be actuarially
      reduced by six percent (6%) at retirement. If the Executive makes a lump
      sum distribution election, his or her retirement income benefit will equal
      the lump sum actuarial equivalent of a benefit, payable for a guaranteed
      15 year period, equal to the product of the designated percentage (as set
      forth in this Section above) and the greater of the Executive's base
      salary at the time of retirement or the Executive's average base
<PAGE>

      salary prior to reduction for the Executive's contribution during the 60
      highest paid consecutive calendar months of the last 120 calendar months
      immediately prior to retirement, reduced, as applicable, by: (i) an
      actuarially reduction of three percent (3%) for each full year the
      Executive's Early Retirement Date precedes the Executive's Normal
      Retirement Date; and (ii) an actuarially reduction of six percent (6%) if
      timely advance election of the lump sum form of payment is not made. The
      actuarial assumptions to be applied in calculating the actuarial
      equivalent of an Executive's retirement income benefit under this
      provision shall be determined as of the date of the Executive's retirement
      by the Chief Executive Officer of the Company based upon the
      recommendations of the Benefits Investment Committee.

                                     (or)"

3.    Subsection A. of Section 14 of the Plan is hereby amended in its entirety
      to read as follows;

      "A.   1.    Notwithstanding any other provision of the Plan, including
                  specifically Sections 5. and 8., in the event of the change of
                  control of the Company, each Executive employed with the
                  Company as of the date of the change of control shall receive,
                  in lieu of any benefit accrued under any other provision of
                  the Plan (other than paragraph 4. below of this subsection A.,
                  if applicable), a change of control benefit as calculated
                  under paragraph 3. below of this subsection A. payable in the
                  form of a lump sum distribution as soon as administratively
                  feasible after the date of such change of control, regardless
                  of the Executive's age or period of continuous service as of
                  the date of the change of control.

            2.    Notwithstanding any other provision of the Plan, including
                  specifically Section 5., in the event of the change of control
                  of the Company, each Executive who terminated employment
                  before the date of the change of control (except for an
                  Executive of a division of the Company divested before the
                  change of control, unless otherwise determined by the Benefits
                  Investment Committee in its discretion) who has not received
                  full payment of his or her accrued benefit under Section 5.
                  (or if any such Executive is deceased, such Executive's spouse
                  or other designated beneficiary) shall receive, in full
                  satisfaction of such accrued benefit, a lump sum distribution
                  of the actuarial equivalent of such accrued benefit (or a lump
                  sum distribution of the actuarial equivalent of his or her
                  remaining payments if already in pay status) as soon as
                  administratively feasible after the date of such change of
                  control.

            3.    The change of control benefit calculated under this subsection
                  A. will equal the lump sum actuarial equivalent of a benefit,
                  payable


                                       2
<PAGE>

                  for a guaranteed 15 year period, equal to the product of the
                  designated percentage (as set forth in Section 5.) and the
                  greater of the Executive's base salary as of the date of the
                  change of control or the Executive's average base salary,
                  prior to reduction for the Executive's contribution, during
                  the 60 highest paid consecutive calendar months of the last
                  120 calendar months immediately prior to the date of the
                  change of control (without imposition of a reduction of 3% for
                  each full year the payment date precedes the Executive's
                  Normal Retirement Date, if applicable).

            4.    Subject to Section 3., each Executive 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, and, upon such Executive's
                  termination he or she shall be eligible for any benefits
                  accrued under the Plan subsequent to the payment of the change
                  of control benefit, regardless of the Executive's age or
                  period of continuous service as of the date of his or her
                  termination of employment. With respect to any such accrued
                  benefit, the Executive may elect retirement benefits under
                  subsection B. of Section 5. payable at any time following his
                  or her termination of employment and attainment of age 55, and
                  the survivor income benefit in subsection A. of Section 5.
                  shall apply until such election is made. The calculation of
                  the Executive's accrued benefit following the change of
                  control will equal the actuarial equivalent of a benefit,
                  payable for a guaranteed 15 year period, equal to the product
                  of the designated percentage (as set forth in Section 5.) and
                  the greater of the Executive's base salary as of the
                  Executive's termination of employment or the Executive's
                  average base salary, prior to reduction for the Executive's
                  contribution, during the 60 highest paid consecutive calendar
                  months of the last 120 calendar months immediately prior to
                  the date of the Executive's termination of employment,
                  actuarially reduced for the change of control benefit
                  determined under paragraph 3. above of this subsection A. (but
                  without imposition of a reduction of 3% for each full year the
                  payment date precedes the Executive's Normal Retirement Date,
                  if applicable). After termination of employment, no further
                  contributions shall be required of the Executive under Section
                  4.

            5.    The actuarial assumptions to be applied in calculating the
                  actuarial equivalent of an Executive's benefit under this
                  subsection A. shall be determined as of the date of the change
                  of control or the Executive's termination of employment, as
                  applicable, by the Chief Executive Officer of the Company
                  based upon the recommendations of the Benefits Investment
                  Committee."


                                       3
<PAGE>

      4.    The Plan is hereby amended by the addition of a new "SECTION 20.
            ADMINISTRATION" to read as follows:

            "SECTION 20. ADMINISTRATION

                  A.    The Benefits Investment Committee shall be responsible
                        for the general operation and administration of the Plan
                        and shall have the full authority to interpret and
                        construe the Plan. The Benefits Investment Committee's
                        interpretation and construction of the Plan, and actions
                        thereunder, shall be binding and conclusive on all
                        persons and for all purposes.

                  B.    The Benefits Administrative Committee shall have the
                        full authority to determine and review claims for
                        benefits under this plan. The Benefits Administrative
                        Committee's determination of benefit claims under this
                        plan, and actions thereunder, shall he binding and
                        conclusive on all persons and for all purposes."

      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
---------------------


                                       4
</TEXT>
</DOCUMENT>
