TRUST AGREEMENT FOR RABBI TRUST

 

                                                              EXHIBIT 10.1(m)(2)

                          UNIVERSAL FOODS CORPORATION
                       TRUST AGREEMENT FOR RABBI TRUST B

                 Changes Upon Appointment of Successor Trustee

WHEREAS, Universal Foods Corporation d/b/a Sensient Technologies Corporation
(the "Company") desires to appoint, effective as of January 1, 2001, Marshall &
Ilsley Trust Company ("M&I") as successor trustee of Universal Foods Corporation
Rabbi Trust B under the Trust Agreement dated January 18, 1988; and

THEREFORE, it is hereby agreed by the parties to the Trust Agreement for Rabbi
Trust C, pursuant to the next to last sentence of Section 5.02, Amendment and
Waiver, of the Trust Agreement, that, effective as of January 1, 2001:

      1.    Marshall & Ilsley Trust Company shall be successor trustee to
            Firstar Bank, Milwaukee, N.A.

      2.    The addresses for Notices to the Company and the Trustee provided in
            Section 6.04, Notices, shall be changed to reflect the actual
            addresses of the parties from time to time, with any party providing
            other parties notice of any change pursuant to the procedure of
            Section 6.04.

      IN WITNESS WHEREOF, the parties have executed this Changes Upon
Appointment of Successor Trustee as of the 1st day of January, 2001.

UNIVERSAL FOODS CORPORATION
d/b/a SENSIENT TECHNOLOGIES                   MARSHALL & ILSLEY COMPANY
CORPORATION

By: /s/: John L. Hammond                      By: /s/: Michael C. Wieber
    --------------------------------              ------------------------------
Name:    John L. Hammond                      Name:   Michael C. Wieber
Title:   Vice President, Secretary            Title:  Vice President
         and General Counsel
                                              By: /s/: Michael J. Shlensky
                                                  ------------------------------
                                              Name:   Michael J. Shlensky
                                              Title:  Vice President 

Basic Info X:

Name: TRUST AGREEMENT FOR RABBI TRUST
Type: Trust Agreement
Date: March 28, 2001
Company: SENSIENT TECHNOLOGIES CORP
State: Wisconsin

Other info: