EXHIBIT 10.2

                    FIRST AMENDMENT TO STOCKHOLDER AGREEMENT

         This First Amendment (the "First Amendment") to the Stockholder
Agreement dated July 25, 2000 ("Stockholder Agreement"), by and among Genencor
International, Inc. ("Company"), Eastman Chemical Company ("Eastman"), and
Danisco A/S ("Danisco") is dated the 16th day of February, 2001 and the
provisions of this First Amendment shall be effective as of the date set forth
herein.

                                    RECITALS

         Eastman and Danisco may desire to expand their rights to manage certain
assets, including their rights in the Company, by transfer of those shares to a
wholly owned subsidiary of their respective companies, and without otherwise
disturbing the rights of the Parties in the Stockholder Agreement. Therefore,
the Parties have agreed to enter into this First Amendment to achieve the
foregoing objectives.

                                    AGREEMENT

         NOW THEREFORE, in consideration of the premises and covenants set forth
in this First Amendment and the Stockholder Agreement, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto agree to amend
the Stockholder Agreement as follows:

1.       The text of paragraph 16.2 of the Stockholder Agreement dated July
         25th of 2000 shall be retained in its entirety as 16.2(a).

2.       In addition to the renumbering of paragraph 16.2, the Parties agree to
         add the following paragraph:

         16.2(b) Notwithstanding other provisions of this agreement, both
         Eastman and Danisco may assign the Common Stock, as well as any
         Preferred Stock they may hold in Company, to any wholly owned
         subsidiary on the following terms: (i) the assignor agrees to
         unconditionally guarantee the full performance by and remain ultimately
         liable for compliance by any such assignee subsidiary with the terms
         hereof, as well as all requirements concerning any exemptions, taxation
         and other obligations related to the transfer; (ii) the assignor
         advises the other parties of its intent in advance and receives the
         written consent of each the other two parties, which consent shall not
         be unreasonably withheld; and (iii) the assignee agrees in writing to
         succeed to all rights and obligations of the assignor and to be legally
         bound and abide by all terms and conditions of the Stockholder
         Agreement (as amended from time to time).

3.       Except as expressly amended hereby, the provisions of the Stockholder
         Agreement remain unchanged and in full force and effect and this First
         Amendment does not and shall not be deemed to waive, modify or amend
         any other provision or terms of the Stockholder Agreement.



         IN WITNESS WHEREOF, the Parties' authorized representatives have
executed this First Amendment as of the day and year first above written.

GENENCOR INTERNATIONAL, INC.

By: /s/ Stuart L. Melton
    ----------------------

Its: Senior Vice President
     ---------------------

EASTMAN CHEMICAL COMPANY                DANISCO A/S
                                        (On behalf of itself and its affiliates)

By: /s/ James P. Rogers                 By: /s/ Alf Duch-Pedersen
    ----------------------                  --------------------------------

Its: SVP & CFO                          Its: CEO
     ---------------------                   -------------------------------

                                        By:  /s/ Soren Bjerre-Nielsen
                                             -------------------------------
                                        ITS: CFO
                                             -------------------------------