Exhibit 10.4

                    THIRD AMENDMENT TO STOCKHOLDER AGREEMENT

         This Third Amendment (the "Third Amendment") to the Stockholder
Agreement dated July 25, 2000 (together with the First and Second Amendments
thereto, the "Stockholder Agreement"), by and among Genencor International, Inc.
("Company"), Eastman Chemical Company (together with its applicable affiliates
"Eastman"), and Danisco A/S (together with its applicable affiliates "Danisco")
is dated as of the 2nd day of April, 2003 and the provisions of this Third
Amendment shall be effective as of the date set forth herein.

                                    RECITALS

         The Parties may desire to decrease the total members of directors on
the Board of Directors of the Company without otherwise disturbing the rights of
the Parties currently enjoyed under the Stockholder Agreement. Therefore, the
Parties have agreed to enter into this Third Amendment to achieve the foregoing
objectives.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the premises and covenants set
forth in this Third 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 Sections 4.1 and 4.3 of the Stockholder Agreement shall be
         deleted in their entirety and replaced by the following text:

                  4.1      Board Composition. The Stockholders and the Company
                           shall take all actions necessary to cause the Board
                           of Directors to be comprised of ten (10) members,
                           three of whom shall be designees of Eastman (the
                           "Eastman Designees"), three of whom shall be
                           designees of Danisco (the "Danisco Designees," and
                           together with the Eastman Designees, the "Stockholder
                           Designees"), one of whom shall be the Chief Executive
                           Officer of the Company (the "CEO"), and three of whom
                           shall be persons who are not otherwise affiliates (as
                           defined under the Securities Act and the regulations
                           thereunder) of the Company, Eastman or Danisco (the
                           "Independent Directors").

                  4.3      Voting and Other Actions. The Company and the
                           Stockholders agree to take such actions as are
                           necessary to effectuate the provisions of Sections
                           4.1 and 4.2 with respect to all subsequent elections
                           and appointments of members of the Board. Without
                           limiting the foregoing, the authorized number of
                           members of the Board of Directors shall be no greater
                           than 10 without a further amendment of this agreement
                           in accordance with the provisions of this Agreement.
                           In addition the Company and Stockholders shall also
                           take such other action as is necessary to ensure that
                           the composition of the Board of Directors is in
                           compliance with the requirements of the Nasdaq
                           National Market.




     2.    Except as expressly amended hereby, the provisions of the Stockholder
           Agreement remain unchanged and in full force and effect and this
           Third 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 Third Amendment as of the day and year first above written.

GENENCOR INTERNATIONAL, INC.

By: /s/ Stuart L. Melton
    --------------------
Its: SVP, General Counsel

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

By: /s/ James P. Rogers       By: /s/ Alf Duch-Pedersen/Soren Bjerre-Nielsen
    -------------------           ------------------------------------------
Its: SVP & CFO                Its: CEO                        CFO