[GENENCOR LOGO]
MEMORANDUM


DATE:      16 July, 1999

TO:        Carl Copeland

FROM:      W. Thomas Mitchell

RE:        Employment Agreement

CC:        Richard J. Ranieri


      As you know we have evaluated the current organization as it relates to
      the future direction of the Company and will be restructuring Genencor
      International, Inc. ("GCI" or the "Company"). As a result, you are being
      offered a position of Senior Advisor with GCI. This memorandum will
      describe the terms and conditions of your new employment and will
      constitute an employment agreement ("Agreement") between GCI and you
      ("Employee").

a)    The term of this agreement will be through December 31, 2000 ("Agreement
      Period").

b)    You will be required to perform such duties consistent with your new title
      and position as reasonably assigned by the Chief Executive Officer of GCI.
      Your employment with GCI will terminate at the end of the Agreement Period
      with no additional compensation except as outlined below.

c)    You will receive your current base salary of $ 203,700 through December
      31, 2000. These payments will be payable through the normal biweekly
      payroll and subject to all customary payroll deductions.

d)    If a Variable Pay Plan ("VPP") bonus is awarded for the 1999 performance
      year, you will receive a cash payment based on your base salary as
      reflected in section (c) above and the applicable percentage set by the
      Company as if you remained in your now current position of Senior Vice
      President, Global Supply. If a VPP bonus is awarded for the 2000
      performance year, your cash payment will be based on 20% of your base
      salary as reflected in (c) above adjusted up or down in a manner similar
      to other Senior Vice Presidents based on Company performance. Any payments
      made for VPP will be made at such time and in the same manner as paid to
      all US based employees.

e)    In recognition of the circumstances surrounding your new position and
      continued assistance to GCI, you will participate in a Long Term Bonus
      Program ("LTBP") based on the future performance of the Company. You will
      be a participant in this program until December 31, 2003. Your
      participation in LTBP will be extended to December 31, 2004 if the Company
      has not completed an Initial Public Offering ("IPO") by December 31, 2003.
      If employees of GCI are able to retain their then current level of
      participation in the Equity Value Plan ("EVP")



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      replacement plan upon retirement or their voluntary separation by the
      terms of the EVP replacement plan document, your participation in the LTBP
      will be extended to the shorter of (1) December 31, 2005 (2 years) or (2)
      the term specified in the EVP replacement plan for similar circumstances.
      This extension provision applies only in the case of retirement and
      voluntary separation and not to other termination provisions set forth in
      the EVP replacement plan.

      The LTBP will entitle you to a cash payment equal to 40% of the cash value
      of all stock options (or equivalent) granted (vested or unvested) to the
      Senior Vice President, Global Supply. The provisions of the LTBP will be
      documented in writing to you in a timely fashion following the GCI Board
      of Directors approval of the plan document for any EVP replacement
      program. The interpretation of this section (e) of this Agreement shall be
      at the sole discretion of the Chief Executive Officer and shall be binding
      on all parties. You will not be eligible to participate in any EVP
      replacement program.

      The provisions of this section (e) will remain in effect regardless of
      your employment status with GCI or whether you complete the terms of this
      Agreement except in the case any of the provisions of section (h) of this
      Agreement shall apply.

f)    The Employee will remain an active participant in the Genencor
      International, Inc. Employee Retirement Investment Plan ("the Savings
      Plan") and the Genencor International, Inc. Income Replacement Plan ("the
      Pension Plan") during the Agreement Period. Additionally, during this
      Agreement Period, the Employee will remain eligible for all GCI welfare
      benefits including, but not limited to the health, retiree medical,
      dental, vision and flexible spending accounts and the current life
      insurance plans and the GCI contribution to the MetLife Group Universal
      Life side investment fund.

      Inclusion of the Employee in the above plans is based on the Company's
      interpretation of eligibility for participation in the plans. It is
      understood that GCI will do nothing to jeopardize the legal or tax status
      of these plans. If, at its sole discretion, GCI determines that any such
      plan is put at risk by your participation in the plan, whether or not due
      to GCI's action, omission or inaction, your participation will be
      terminated and GCI's payments to you in lieu will be limited to that which
      the Company pays on your behalf to maintain these plans. Any such
      payments, if required, will not be grossed up to cover any applicable
      taxes. Your service accrual may also be affected at that time. The Company
      will provide timely notice to you of any such action.

g)    The Employee agrees to remain bound by the previously executed Employee
      Confidentiality, Non-Disclosure, Non-Competition Agreement; the Invention
      Disclosure/Assignment Agreement and Form of Confidentiality Agreement and
      whether employed or not, agrees to execute the Form of Confidentiality
      Agreement at the direction of the Chief Executive Officer or Board of
      Directors of GCI to avoid disclosure of confidential information.

h)    This Agreement may be terminated by GCI before the expiration of the term
      provided if, during the term of this Agreement, the Employee (1)
      materially violates the provisions of the Agreements listed in (g) above
      or (2) refuses to execute the Form of Confidentiality; (3) is convicted in
      a court of law of a felony or any crime involving misuse or
      misappropriation of money or other property of



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      GCI; (4) exhibits repeated willful or wanton failure or refusal to perform
      his duties in furtherance of GCI's business interest or in accordance with
      this Agreement which failure or refusal is not remedied by the Employee
      within thirty (30) days after notice from GCI's Chief Executive Officer;
      (5) commits an intentional tort against GCI; (6) commits any flagrant act
      of dishonesty or disloyalty or any act involving gross moral turpitude
      which materially adversely affects the business of GCI; or (7) exhibits
      immoderate use of alcohol or drugs which, in the opinion of any
      independent physician, impairs the Employee's ability to perform his
      duties hereunder (all of the foregoing clauses (1) through (7)
      constituting reasons of termination "for cause") provided that
      unsatisfactory business performance of GCI, or mere inefficiency, or good
      faith errors in judgment or discretion by the Employee shall not
      constitute grounds for termination for cause hereunder. In the event of
      such termination for cause, GCI may on ten (10) days notice then terminate
      the employment of the Employee and, in that event, GCI shall be obligated
      only to pay the Employee the compensation due him up to the date of
      termination and all accrued, vested or earned benefits under the
      applicable benefit plans ending on the date of the Employee's termination.

i)    If the Employee wishes to voluntarily terminate this Agreement or if the
      Employee accepts employment with another company not in violation of the
      Employee Confidentiality, Non-Disclosure, Non-Competition Agreement, the
      Employee's employment with GCI will end on the date of the Employee's
      resignation. GCI's only obligation will be to continue payment of the base
      salary through the end of the Agreement Period. Participation in all
      benefit plans, except as required by COBRA, will cease at that time.

      Employment, for the purposes of interpretation of this clause regarding
      other employment, shall be any paid employment which requires your
      services for two or more weeks during any four (4) week period. During the
      Agreement Period, the Employee is required to notify the Chief Executive
      Officer, in writing, of any paid employment prior to accepting said
      employment. Failure to provide timely written notice may constitute
      termination for cause as outlined in section (h) above.

j)    This Agreement shall be construed and performed in accordance with the
      laws of the State of New York.

k)    All notices provided for or permitted to be given pursuant to the
      Agreement must be in writing. All notices shall be personally delivered or
      sent by registered mail to GCI or the Employee at the last known permanent
      residence. Any such notice so sent by mail shall be deemed made or given
      by mailing.

l)    This agreement contains the sole and entire agreement of the parties and
      supersedes all prior agreements and understandings between the Employee
      and GCI and cannot be modified or changed by any oral or verbal promise or
      statement by whomsoever made; nor shall any written modification of it be
      binding upon GCI until such written modification has been approved in
      writing by the Chief Executive Officer.

m)    In the event any term or condition contained in this Agreement should be
      breached by any party and thereafter waived or consented to by the other
      party, such waiver or consent shall be limited to the particular breach so
      waived or



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      consented to and shall not be deemed to waive or consent to any other
      breach occurring prior or subsequent to the breach so waived or consented
      to.

n)    If any provisions of the Agreement or the application thereof to any
      person or circumstances shall be invalid or unenforceable to any extent,
      the remainder of this Agreement and the application of such provisions to
      other persons or circumstances shall not be affected thereby and shall be
      enforced to the extent permitted by law.

o)    The provisions hereof, including without limitation those incorporated
      herein pursuant to sections (e) and (g) which are to be performed or
      observed after the termination of this Agreement, and the representations,
      covenants and agreements of the parties contained herein with respect
      thereto shall survive the termination of this Agreement and be effective
      according to their terms.

p)    All the terms and provisions of this Agreement shall be binding upon and
      shall inure to the benefit of and be enforceable by and against the
      parties to this Agreement and the respective heirs, executors, and
      successors in interest; provided, however, that the duties of the Employee
      hereunder are personal in nature and may not be delegated without a
      written consent of the Company.

q)    This Agreement, including its existence and the terms thereof, is
      considered confidential business information by GCI and the Employee
      agrees for the period of his employment hereunder and for twelve (12)
      months thereafter not to disclose same to any other person or entity. The
      foregoing confidentiality restriction shall be subject to the same
      exceptions as set forth in Section 1 of the Confidentiality,
      Non-Disclosure and Non-Competition Agreement.

r)    The Agreement, and the rights and benefits contained herein, may not be
      assigned by either party hereto.

s)    Subsequent to your signing of this Agreement you will be asked to review
      and execute a standard Waiver and Release document. Failure to execute
      that document will render this Agreement null and void and the terms of
      your employment with GCI will be governed solely by your existing
      Employment Agreement.

      IN WITNESS WHEREOF, GCI has caused this Agreement to be executed by its
      President and CEO, and the Employee has hereunto set his hand as of the
      day and year first above written.

                                        GENENCOR INTERNATIONAL, INC.

                                        By:   W. Thomas Mitchell
                                           -------------------------------------
                                            President and CEO

                                        Date: 7/16/99


                                        By:     Carl D. Copeland
                                           -------------------------------------
                                            Employee

                                        Date: 8/4/99



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